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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement (on Form S-3) of our report (which contains an
explanatory paragraph relating to the Company's ability to continue as a going
concern as described in Note 1 to the consolidated financial statements) dated
April 12, 2000, relating to the consolidated financial statements which appears
in The Pathways Group, Inc.'s Annual Report on Form 10K for the year ended
December 31, 1999. We also consent to reference to us under the heading
"Experts."
/s/ PRICEWATERHOUSECOOPERS, LLP
Seattle, Washington
July 10, 2000
