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                                                                    EXHIBIT 10.2

                                 AMENDMENT NO. 1
                                       TO
                              PATHWAYS GROUP, INC.
                     AGREEMENT OF PURCHASE AND SALE OF STOCK


            AMENDMENT NO. 1, dated as of July 3, 2000 (the "AMENDMENT"), to the
Agreement of Purchase and Sale of Stock, dated as of April 6, 2000 (the
"AGREEMENT"), by and between THE PATHWAYS GROUP, INC., a corporation organized
under the laws of the State of Delaware ("PATHWAYS"), SMART CARD SOLUTIONS
ACQUISITION, INC., a corporation organized under the laws of the State of
Colorado (the "CORPORATION"), and SMART CARD SOLUTIONS, INC., a corporation
organized under the laws of the State of Colorado, as the sole shareholder of
the Corporation ("SHAREHOLDER").

                              W I T N E S S E T H:

            WHEREAS, Pathways, Shareholder and Corporation wish to amend the
Agreement as indicated herein;

            NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein, the parties hereto agree as follows:

            1.    DEFINITIONS. Except as otherwise defined herein, all
capitalized terms used herein shall have the same respective meanings as in the
Agreement.

            2.    AMENDMENT OF RECITAL B. Recital B. of the Agreement is hereby
amended to remove the reference to "Section 2.3.1." and to replace it with a
reference to "Section 2.3.".

            3.    AMENDMENT OF SECTION 2.3. Section 2.3 of the Agreement is
hereby deleted, in its entirety, and the following is hereby substituted
therefor:

                  "2.3  CONSIDERATION AT CLOSING. As full payment for the
transfer of the Shares by Shareholder to Pathways, in accordance with the
provisions of Section 8, (Closing Provisions) Pathways must deliver the
following at closing or promptly thereafter One Million Nine Hundred Thousand
(1,900,000) shares of Pathways' common stock, par value $0.01 per share
("Pathways Shares")."

            7.    AMENDMENT OF SECTION 8. Section 8 of the Agreement is hereby
deleted, in its entirety, and the following is hereby substituted therefor:

                  "8.  CLOSING. The transfer of the Shares by Shareholder to
Pathways ("Closing") will take place at the offices of Shareholder, 117 Aspen,
Colorado 82611, at 10 a.m. local time, on or before August 21, 2000, or at such
other time and place as place as the parties may agree to in writing (the
"Closing Date")."


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            4.    AMENDMENT. The Agreement is hereby amended to remove each
reference to the term "Pathways Preferred Stock" (other than any such reference
contained in Section 4.3) and to replace it with the term "Pathways Shares".

            5.    AMENDMENT TO EXHIBIT E; DELETION OF EXHIBIT A. Exhibit E to
the Agreement is amended to remove the term "Series B Preferred Stock" and to
replace it with the term "Common Stock". Exhibit A is hereby deleted in its
entirety.

            6.    NO OTHER AMENDMENTS. Except as modified by this Amendment, the
Agreement shall continue in full force and effect.

            7.    CHOICE OF LAW. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Colorado, without regard
to principles of conflict of laws.


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            8.    COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, with the
same effect as if all parties had signed the same document. All such
counterparts shall be deemed an original, shall be construed together and shall
constitute one and the same instrument.

            IN WITNESS WHEREOF, Pathways, Shareholder and the Corporation have
caused this Amendment to be executed effective as of the date first above
written.

                                    THE PATHWAYS GROUP, INC.



                                    By  /s/ Carey F. Daly, II
                                        ----------------------------------------
                                        Carey F. Daly, II
                                        President


                                    SMART CARD SOLUTIONS, INC.



                                    By  /s/ Jay Lussan
                                        ----------------------------------------
                                        Jay Lussan
                                        Chief Executive Officer


                                    SMART CARD SOLUTIONS ACQUISITION, INC.



                                    By  ________________________________________
                                         Name:
                                         Chief Executive Officer



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