<PAGE>
EXHIBIT 10.14
[Certain portions of this exhibit have been omitted based upon a request for
confidential treatment pursuant to Rule 24B-2 under the Securities Act of 1934.
Omitted portions: Section 6.3.1. (in part); Section 6.3.2 (in part) and
Exhibit A (in total). The omitted portion has been filed separately with the
Securities and Exchange Commission.]
AMENDMENT # 2 DATED JUNE 5, 2000
TO PATHWAYS MIDWAY-CASH CARD AGREEMENT
DATED JANUARY 27, 2000
THIS AMENDMENT #2 IS DATED EFFECTIVE JUNE 5, 2000, AMENDS THAT CERTAIN PATHWAYS
MIDWAY-CASH CARD SYSTEM AGREEMENT DATED JANUARY 27, 2000 AND AMENDMENT # 1 TO
SAID AGREEMENT (HEREINAFTER AGREEMENT) BETWEEN THE PATHWAYS GROUP, INC., A
DELAWARE CORPORATION (HEREINAFTER PATHWAYS) AND FUNTASTIC RIDES COMPANY, INC.,
AN OREGON CORPORATION (HEREINAFTER FUNTASTIC) FOR THE PURPOSES AND ON THE TERMS
AND
CONDITIONS HEREAFTER STATED.
ARTICLE I - AMENDMENTS.
SECTION 3.1 OF AGREEMENT.
Section 3.1 of AGREEMENT is hereby amended to provide that the rental
period shall be from June 5, 2000 through November 30, 2000 inclusive.
SECTION 3.3 OF AGREEMENT.
Section 3.3 of AGREEMENT is hereby amended to provide that the rental
items may be used in the States of Washington, Oregon and California.
Funtastic shall advise Pathways in writing of the location of the rented
items on a weekly basis. All transportation to and from such sites shall
be the responsibility of FUNTASTIC without cost or expense to PATHWAYS,
unless otherwise agreed in writing between the parties.
SECTION 4.1 OF AGREEMENT.
Section 4.1 of AGREEMENT shall continue to provide that delivery by
PATHWAYS of equipment and cards shall be made to:
FUNTASTIC TRAVELING SHOWS
3407 S.E. 108TH & POWELL
PORTLAND, OR 97266
SECTION 4.2 OF AGREEMENT.
Section 4.2 of AGREEMENT is hereby amended to provide that rental shall be
due on the first day of each month during the agreement, except that the
first rental payment shall become due June 5, 2000 or as soon thereafter
as an invoice can be delivered to FUNTASTIC.
SECTIONS 6.1 AND 6.2 OF AGREEMENT
Sections 6.1 and 6.2 are each hereby amended to provide that support and
maintenance shall commence on June 5, 2000.
SECTION 6.3 OF AGREEMENT.
Shall be amended by deletion of the entire current text and substituting
in its place the following:
6.3.1 Funtastic shall pay for support and maintenance services the sum of
[Omitted based upon a request for confidential treatment pursuant to
Rule 24B-2 under the Securities Act of 1934. The omitted portion has
been filed separately with the Securities and Exchange Commission.]
per transaction. Transaction is defined as any value subtracted from
the electronic purse on a Smart Card and recorded in a Terminal for
the purpose of payment for rides, games and/or food. It does not
include adding value to a Smart Card.
6.3.2 On the last day of each month, Funtastic shall obtain and compile
the transaction data from all Smart Card terminals used by it in the
Pathways Midway-Cash-Free Card System; and report each total per
terminal to PATHWAYS. PATHWAYS shall receive and compile the
transaction data, then multiply the total number of transactions
reported by the rate of
<PAGE>
[Omitted based upon a request for confidential treatment pursuant to
Rule 24B-2 under the Securities Act of 1934. The omitted portion has
been filed separately with the Securities and Exchange Commission.],
and send an invoice for the total support and maintenance fee due
for the time period during which the transaction data was gathered.
Payment shall be due upon receipt of invoice.
EXHIBIT A OF AGREEMENT.
A new Exhibit A is attached to this Amendment # 2, and is hereby
incorporated into this Agreement by reference. It replaces the prior
Exhibit A attached to the Agreement, and referenced in Amendment # 1.
ARTICLE II -ALL OTHER PROVISIONS.
All other provisions of AGREEMENT dated January 27, 2000, and Amendment #1,
dated February 14, 2000 between the parties shall remain the same.
Dated June 5, 2000.
THE PATHWAYS GROUP, INC., and Its Funtastic Rides Company Inc.,
Subsidiaries and affiliates and Its Subsidiaries and
affiliates
By: /s/ William J. Boeck By: /s/ Ronald Burback
---------------------------------- ----------------------------
William J. Boeck Ronald Burback
Industry Manager Vice President
<PAGE>
EXHIBIT A
Funstastic Terms
[Omitted based upon a request for confidential treatment pursuant to Rule 24B-2
under the Securities Act of 1934. The omitted portion has been filed separately
with the Securities and Exchange Commission.]
Support and Maintenance Fee
[Omitted based upon a request for confidential treatment pursuant to Rule 24B-2
under the Securities Act of 1934. The omitted portion has been filed separately
with the Securities and Exchange Commission.]
Dated June 5, 2000
The Pathways Group, Inc. Funtastic Rides Company,
Inc.
By: /s/ William J. Boeck By: /s/ Ronald Burback
---------------------------- ---------------------------
William J. Boeck Ronald Burback
Industry Manager Vice President
