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                                                                   EXHIBIT 10.96

                        ENTERTAINMENT INTERNATIONAL LTD.
                               7380 SAND LAKE ROAD
                                    SUITE 350
                             ORLANDO, FLORIDA 32819
                                 (407) 351-0011


                                                       Privileged & Confidential


                                                      March 28, 2000


WeBeCD.com, Inc.
25 West 36th Street
10th Floor
New York, New York 10019
Attention:  Robert L. Kelly


Gentlemen:

                  This letter of intent ("Letter of Intent") will confirm the
discussions that we have had relating to the contemplated transaction between
WeBeCD.com, Inc., a Nevada corporation ("WeBeCD"), and Entertainment
International, Limited, a New York corporation ("ENTI"), pursuant to which ENTI
shall acquire all of the capital stock of WeBeCD in exchange for shares of the
common stock of ENTI (the "Transaction"). This letter embodies our proposal for
the Transaction and outlines certain of the terms and conditions upon which the
Transaction would be effected.

         1. Structure of Transaction. The Transaction will be structured as a
purchase by ENTI of all of the issued and outstanding shares of WeBeCD pursuant
to which all of the holders of the shares of WeBeCD's capital stock (and
securities convertible into WeBeCD capital stock, including options and warrants
issued and to be issued) will receive a to be negotiated number of unregistered
shares of the common stock of ENTI, par value $.01 per share (the "ENTI Common
Stock") for every one share of WeBeCD common stock owned on the effective date
of the Transaction. ENTI represents and warrants that as of the date of this
Letter of Intent, the issued and outstanding shares of capital stock of ENTI
consists of 69,597,282 shares of ENTI Common Stock and warrants and options to
purchase 2,500,000 shares of ENTI Common Stock. In addition,










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WeBeCD.com, Inc.
March 28, 2000
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WeBeCD represents and warrants that as of the date of this Letter of Intent, the
issued and outstanding shares of capital stock of WeBeCD consists of ____ shares
of Common Stock, par value $____ per share, and warrants and options to purchase
____ shares of WeBeCD common stock.

         2. Conditions to Closing. The closing of the Transaction is subject to
the satisfaction or waiver of customary conditions including, but not limited
to, the following: (a) the negotiation and execution of a definitive stock
purchase agreement (the "Stock Purchase Agreement") and related agreements
acceptable in form and substance to ENTI and WeBeCD, (b) the completion by ENTI
and WeBeCD of a due diligence investigation and the satisfactory results of such
investigation to ENTI and WeBeCD in all respects, (c) the receipt of all
necessary approvals, consents, waivers and clearances, if any, from governmental
authorities and others, (d) the delivery to ENTI of the balance sheet of WeBeCD
as of December 31, 1999 and the income statement of WeBeCD for the fiscal year
ended December 31, 1999 (the "Financial Statement Date") and the receipt of a
"cold comfort letter" confirming the absence of any material adverse change in
the respective conditions of ENTI and WeBeCD for the period between the
Financial Statement Date and the closing of the Transaction, (e) the approval of
the Stock Purchase Agreement and the Transaction by the Board of Directors and
stockholders of ENTI and WeBeCD to the extent required by applicable law or
regulation, (f) the execution of a voting agreement among Louis J. Pearlman,
TransContinental Airlines, Inc. and the management and directors of ENTI
(together, the "ENTI Group"), the existing shareholders of WeBeCD (the "WeBeCD
Group") and the WeBeCD outside investors (the "Outside Investors"), pursuant to
which the Outside Investors, for a period of three years, will agree to vote the
shares of ENTI Common Stock they acquire pursuant to the Transaction
proportionate to the manner in which the ENTI Group and the WeBeCD Group vote
their shares of ENTI Common Stock, and (g) the execution of a registration
rights agreement among ENTI, the WeBeCD Group and the WeBeCD Outside Investors,
pursuant to which the WeBeCD Group and the WeBeCD Outside Investors shall be
granted customary demand and piggyback registration rights with respect to the
ENTI Common Stock. In addition, the ENTI Group, the WeBeCd Group and the WeBeCD
Outside Investors shall agree to restrict their rights to dispose of their
shares of ENTI Common Stock for a period to be mutually agreed upon. The Stock
Purchase Agreement shall also contain customary representations and warranties
as to ENTI and WeBeCD and the businesses of ENTI and WeBeCD prior to the
Closing. The Stock Purchase Agreement shall also contain customary
indemnification provisions pursuant to which each of ENTI and WeBeCD will agree
to indemnify and hold harmless the other and each of their respective directors,
officers, employees and agents from any loss resulting from the breach of any
representation, warranty, covenant or agreement contained in the Stock Purchase
Agreement










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March 28, 2000
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         3. Licensing and Distribution Agreements. (a) Upon the consummation of
the Transaction, the existing business of WeBeCD will be operated as a wholly
owned subsidiary of ENTI. WEBeCD will have a working relationship with Trans
Continental Records, Inc. ("Trans Continental") and other affiliated music and
film labels ("Affiliated Labels") and Louis J. Pearlman will personally use his
best efforts to facilitate the remastering of all CD's and/or DVD's of the
Affiliated Labels with the technology acquired a result of the Transaction which
includes the logo and hyperlink described in Section 3(b), below, including both
new releases and existing titles. The remastering costs and design costs would
be the responsibility of WeBeCD, while all packaging, replication and normal
distribution expenses of the Affiliated Labels shall continue to be the
responsibility of the Affiliated Labels.

                  (b) Upon the consummation of the Transaction, Trans
Continental and Louis J. Pearlman will use their best efforts to establish
WeBeCD as the exclusive merchandise e-tailer on Trans Continental and affiliated
artist web sites of CD's, DVD's, hats, t-shirts and accessories at the
Affiliated Label Web sites with a "WeBeCD" logo and hyperlink prominently placed
at the Affiliated Label Web sites. In addition, ENTI will use its best efforts
to enable WeBeCD to have a prominent link and graphic on all CD and DVD releases
from the Affiliated Labels. ENTI will also use its best efforts to obtain a
nonexclusive right to promote the Affiliated Label's artists and releases on its
Web site via the use of the streaming of video, audio and the likeness and
images of the Affiliated Labels' artists.

         4. Appointment of Louis J. Pearlman. Upon the consummation of the
Transaction, Louis J. Pearlman will remain the Chairman of the Board of
Directors of ENTI (the "Board"). The Board shall consist of three (3) nominees
from ENTI and three (3) nominees from WeBeCD.

         5. Management of ENTI; Employment Agreements. Upon the consummation of
the Transaction, the Management of ENTI shall consist of the following:


<TABLE>
<S>                            <C>
Louis J. Pearlman                Chairman of the Board of Directors
Alan Siegel                      President and Chief Operating Officer
Scott Bennett                    Vice President and Secretary
Frank Sicoli                     Vice President
Michael Stewart                  Vice President -- Sales and Marketing
</TABLE>


In addition, ENTI will enter into employment agreements with each of the above
individuals, such agreements to be substantially in the form of Exhibit 1
hereto.










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WeBeCD.com, Inc.
March 28, 2000
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         6. ENTI Counsel. Upon the consummation of the Transaction, Baer Marks &
Upham LLP shall remain as corporate counsel to ENTI for three years.

         7. Conduct of Business. (a) During the period from the date hereof
through the expiration of this Letter of Intent by its terms as provided in
paragraph 12 hereof, WeBeCD and its board of directors agree that: (a) WeBeCD's
business will be conducted in the ordinary course of business and in accordance
with all applicable laws, rules and regulations (the violation of which would
have a material adverse effect on WeBeCD or any significant portion of its
business), (b) WeBeCD will not enter into any transaction other than in the
ordinary course of business without the prior written approval of ENTI (which
approval shall not be unreasonably withheld), (c) pursuant to its current
capital raising activities, WeBeCD will not, without the prior written approval
of ENTI (which approval shall not be unreasonably withheld), sell any of its
common stock at a price below $3 per share (and any such new shares issued by
WeBeCD prior to the consummation of the Transaction will have a pari pasu
dilutive effect on the post-Transaction capitalization of ENTI); (d) WeBeCD will
not pay any dividend or make any similar distribution or redeem, purchase or
otherwise acquire, directly or indirectly, any of WeBeCD's outstanding stock;
and (e) neither WeBeCD nor its board of directors will take, or permit any of
its subsidiaries to take, any action which would, or which might reasonably be
expected to, hinder the Transaction or render it less desirable to ENTI.

         (b) During the period from the date hereof through the expiration of
this Letter of Intent by its terms as provided in paragraph 12 hereof, ENTI and
its board of directors agree that: (a) ENTI's business will be conducted in the
ordinary course of business and in accordance with all applicable laws, rules
and regulations (the violation of which would have a material adverse effect on
ENTI or any significant portion of its business), (b) ENTI will not enter into
any transaction other than in the ordinary course of business without the prior
written approval of ENTI (which approval shall not be unreasonably withheld),
(c) ENTI will not pay any dividend or make any similar distribution or redeem,
purchase or otherwise acquire, directly or indirectly, any of ENTI's outstanding
stock; and (d) neither ENTI nor its board of directors will take, or permit any
of its subsidiaries to take, any action which would, or which might reasonably
be expected to, hinder the Transaction or render it less desirable to WeBeCD.

         8. Due Diligence. (a) Immediately following the execution of this
Letter of Intent, and for a period of thirty (30) days thereafter (the "Due
Diligence Period"), ENTI and its officers, directors, employees, affiliates,
attorneys, accountants, financial advisers, consultants, representatives and
agents (collectively, "ENTI Agents") shall be provided reasonable access to
undertake a complete investigation of the business, affairs, operations,
properties, assets and liabilities of WeBeCD including, but not limited to, a
complete examination of all books and records, contractual commitments,
obligations and










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assets. The Due Diligence Period can be extended upon the mutual agreement of
ENTI and WeBeCD.

          (b) During the Due Diligence Period, WeBeCD and its officers,
directors, employees, affiliates, attorneys, accountants, financial advisers,
consultants, representatives and agents (collectively, "WeBeCD Agents") shall be
provided reasonable access to undertake a complete investigation of the
business, affairs, operations, properties, assets and liabilities of ENTI
including, but not limited to, a complete examination of all books and records,
contractual commitments, obligations and assets.

         (c) Either party may, in its discretion, require the execution of a
confidentiality agreement between ENTI and WeBeCD, in form and substance
mutually satisfactory to ENTI and WeBeCD.

         9. Announcements/Disclosure. No public announcements or disclosure to
third parties concerning this Letter of Intent or the Transaction shall be made
without the prior written approval of ENTI and WeBeCD; provided, however, that
ENTI may make public announcements or disclosure to third parties without the
prior written approval of WeBeCD to the extent ENTI has concluded in its
reasonable discretion after consultation with counsel for WeBeCD that disclosure
is required under applicable law or regulation.

         10. Negotiations with Others. Each of ENTI and WeBeCD and their
respective boards of directors agree that (with the exception of the
capital-raising activities presently contemplated by WeBeCD and disclosed in
paragraph 8, above) during the Due Diligence Period, neither they nor any of
their respective affiliates, directors, representatives, employees or agents
will (i) solicit, encourage or discuss a sale of all or any substantial part of
the assets of their respective companies or a sale of any equity or debt
security of their respective companies or any subsidiary, or any merger,
consolidation, liquidation, dissolution, recapitalization, reorganization, or
similar transaction involving their respective companies or any subsidiary with
any other party (all of the foregoing are collectively referred to as
"Transaction Proposals") or (ii) provide any information regarding their
respective companies to any third party (other than information which is
traditionally provided in the regular course of its business operations to third
parties where such persons have no reason to believe that such information may
be used to evaluate a Transaction Proposal). ENTI, WeBeCD and their respective
boards of directors (and their respective affiliates, directors,
representatives, employees and agents) will immediately cease and cause to be
terminated any and all contacts, discussions and negotiations with third parties
regarding any Transaction Proposal and will promptly notify the other party
hereto if any Transaction Proposal, or any inquiry or contact with any person or
any entity with respect thereto, is made.










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         11. Authority. Each of ENTI and WeBeCD hereby represents and warrants
that it has the full power, legal right and authority to execute and deliver
this Letter of Intent and to enter into the transactions contemplated herein.

         12. Expenses. Each party hereto shall be responsible for their own
costs and expenses related relating to this Letter of Intent, the Stock Purchase
Agreement and the transactions contemplated herein and therein.

         13. Termination. This Letter of Intent shall terminate (a) at the
option of either ENTI or WeBeCD, upon written notice given to the other if the
Stock Purchase Agreement shall not have been executed by WeBeCD and ENTI by the
end of the Due Diligence Period, or (b) automatically upon the execution of the
Stock Purchase Agreement. Notwithstanding the foregoing, it is specifically
understood and agreed that (i) this Letter of Intent may be extended by mutual
agreement of the parties hereto and (ii) if so extended, the provisions of
paragraphs 7, 9, 10, and 11 shall remain in full force and effect.

         14. Amendments. This Letter of Intent may not be modified, amended,
altered or supplemented except upon the execution and delivery of a written
agreement executed by each of the parties hereto. No party to this letter may
assign any of its rights or obligations under this Letter of Intent without the
prior written consent of the other party hereto.

         15. Counterparts. This Letter of Intent may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same document.

         16. Entire Agreement. This Letter of Intent constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof.

         17. Scope of Letter. Upon execution and delivery of Letter of Intent,
counsel for ENTI will prepare a formal and definitive Stock Purchase Agreement
for the parties hereto containing appropriate terms and conditions as the
parties may mutually agree upon. It is understood that: (i) this Letter of
Intent is intended, and will be construed only, as a letter of intent
summarizing and evidencing our discussions to the date hereof; (ii) this letter
does not constitute a binding agreement nor does it constitute a binding
agreement to enter into an agreement; provided however, that the terms and
provisions set forth in paragraphs 7, 9, 10, and 11 hereof shall be binding as
of the date hereof when this letter is executed and delivered by each party;
(iii) the terms and provisions of this letter shall be governed by and construed
in accordance with the laws of the State of New York (regardless of the laws
that might otherwise govern under applicable New York principles of conflicts of
law); and (iv) the respective rights and obligations of the parties hereto which
remain to be defined shall be defined in the executed Stock Purchase










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March 28, 2000
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Agreement into which this Letter of Intent and all discussions prior to the date
of such Stock Purchase Agreement will merge.

                  Please indicate your agreement and acceptance of the terms and
conditions of this letter by executing this letter in the designated space below
whereupon this letter shall constitute a letter of intent between the parties in
accordance with the terms and provisions set forth herein. This offer will
expire at 5:00 p.m. (EDST) on March __, 2000 unless earlier accepted as
evidenced by your delivery to us of a fully executed copy of this Letter of
Intent prior to such time.


                                    Very truly yours,

                                    ENTERTAINMENT INTERNATIONAL, LIMITED


                                    By: /s/ Louis J. Pearlman
                                        ------------------------
                                        Name: Louis J. Pearlman
                                        Title: President


ACCEPTED AND AGREED:

WEBECD, INC.


By: /s/ Robert Kelly
    -------------------
    Name:  Robert Kelly
    Title: President