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                                                                   Exhibit 10(a)


                                 SEVERANCE AGREEMENT


    This Severance Agreement (this "Agreement"), effective August 15, 1996, 
confirms and memorializes the agreement reached and entered into on that date 
between John A. Boylan ("Boylan") and Choices Entertainment Corporation (the 
"Corporation") (Boylan and the Corporation are sometimes collectively 
referred to herein as the "Parties").

                                       RECITALS

    WHEREAS, Boylan is presently employed by the Corporation and is a 
director and Chairman of the Board of the Corporation; and

    WHEREAS, Boylan and the Corporation are parties to a letter agreement 
dated March 31, 1992, as amended by letter agreement dated February 24, 1994 
(together, the "Old Severance Agreement"), providing for the payment of 
certain benefits to Boylan if Boylan's employment is terminated after a 
change in control of the Corporation; and

    WHEREAS,  Boylan desires to resign voluntarily from all positions and 
from employment with the Corporation and any of its affiliates and 
subsidiaries, while remaining a director and Chairman of the Board until the 
next meeting of shareholders at which directors are elected, and to settle 
all claims arising out of his employment with the Corporation and/or its 
related and subsidiary companies and the separation from that employment, 
including releasing the Corporation from any claims or rights that he has or 
may have under the Old Severance Agreement, which is intended to be 
terminated hereby; and

    WHEREAS, the Corporation desires that, following Boylan's aforesaid 
resignation of employment, upon the terms and conditions herein set forth, 
Boylan thereafter serve as a consultant to the Corporation and Boylan desires 
to serve in that capacity, upon the terms and conditions of a consulting 
agreement, as herein provided; and

    NOW, THEREFORE, in consideration of the premises and the mutual promises 
contained herein, and for other good and valuable consideration, the receipt 
and sufficiency of which are hereby acknowledged, the Parties agree as 
follows:

    1.   CORPORATION.  For and in consideration of the representations, 
covenants, promises, agreements and acknowledgements made by Boylan contained 
herein, and his performance thereof, the sufficiency of which is hereby 
acknowledged:


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         (a)   For a period of eleven (11) months from the date first set 
forth above, Boylan shall serve as a consultant to the Corporation, upon the 
terms and conditions set forth in the consulting agreement attached hereto 
(the "Consulting Agreement"), which has been entered into by the Parties 
contemporaneously herewith.

         (b)  Except with respect to those options held by Boylan to purchase 
291,667 shares of Choices common stock, at an exercise price of $1.25 per 
share, which are cancelled and terminated hereby, all options held by Boylan 
as of the date first set forth above to acquire shares of Choices common 
stock shall remain in full force and effect, and the Corporation shall use 
its best efforts to maintain the effective registration under the Securities 
Act of 1933, as amended (the "Securities Act"), on Form S-8 (or on such other 
form as may be appropriate), of all shares underlying such options, for so 
long as such options are outstanding. 

         (c)  The Corporation hereby accepts Boylan's voluntary resignation 
(contained in Paragraph 2 below) from all positions and from employment with 
the Corporation and any of its affiliates and subsidiaries, except that 
Boylan shall remain a director and Chairman of the Board of the Corporation 
until the next meeting of shareholders at which directors are elected.

    2.   BOYLAN COVENANTS.  For and in consideration of the above-referenced 
payments and the covenants, promises, agreements and acknowledgements of the 
Corporation contained herein, and its performance thereof, the sufficiency of 
which is hereby acknowledged:

         (a)  Boylan hereby voluntary resigns 
from all positions and employment with the Corporation and any of its 
affiliates and subsidiaries, effective as of the date first set forth above, 
provided, however, that he shall continue as a director and Chairman of the 
Board of the Corporation until the next meeting of shareholders at which 
directors are elected. 

         (b)  Boylan shall not file, pursue or prosecute any suit, charge, 
complaint, action or claim of any nature whatsoever arising out of his 
employment with the Corporation and/or its related and/or subsidiary 
companies, or his separation from such employment.  Boylan further, for 
himself and his estate, agents, attorneys, successors, heirs, executors, 
administrators, and assigns, irrevocably and unconditionally releases and 
discharges the Corporation and its subsidiary corporations, and their 
affiliates, directors, officers, employees, representatives, agents, 
attorneys, predecessors, successors, and assigns (hereinafter collectively 
referred to as the "Corporation Releasees") from any and all rights, demands, 
actions, causes of actions, suits, debts, charges, complaints, claims, 
liabilities, obligations, promises, agreements, controversies, damages and 
expenses (including attorneys fees and costs actually incurred) of any nature 
whatsoever, in law or

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equity, whether known or unknown, which he ever had, now has, or may have 
had, against the Corporation Releasees since the beginning of time to the 
date of execution of this Agreement, including, but not limited to, any and 
all rights, claims, obligations or liabilities arising under the Old 
Severance Agreement, and any and all tort or contract claims and any and all 
claims arising under Federal, state or local statutes, ordinances, 
resolutions, regulations or constitutional provisions prohibiting 
discrimination on the basis of race, color, religion, sex, age, national 
origin and/or physical or mental disability; provided, however, that such 
release and discharge do not apply to (i) claims, demands or causes of action 
for breach of the Consulting Agreement, (ii) any of the undertakings or other 
provisions contained in the Consulting Agreement or in this Agreement, (iii) 
any rights of indemnification under the Corporation's by-laws, including but 
not limited to those rights of indemnification relating to the existing 
litigation in the Los Angeles County Superior Court entitled Gary N. Gibbs, 
et al. v. Choices Entertainment Corporation, et al. 

Without limiting the foregoing, Boylan specifically waives and releases any 
and all claims and rights which he has or may have against the Corporation 
Releasees, or any of them, based upon or arising under Title VII of the Civil 
Rights Act of 1964, the Americans With Disabilities Act, 42 U.S.C. Sections 
1981 and 1983, and applicable state and local laws, each as amended.  Boylan 
hereby further agrees that if any such claim referenced herein is filed, 
pursued or otherwise prosecuted by him, individually or collectively, or by 
persons or entities acting by or through him, individually or collectively, 
Boylan waives his rights to relief from such claim, including the right to 
attorney's fees, costs and any and all other relief, whether legal or 
equitable, sought in such claim, and agrees to indemnify and hold the 
Corporation Releasees harmless from such claim, including attorney's fees and 
costs.

    (c)  Boylan consents to the cancellation and termination, effective 
immediately, of those options held by him on the date first set forth above 
to purchase 291,667 shares of Choices common stock, at an exercise price of 
$1.25 per share, which options are hereby rendered null and void.     

    (d)  Boylan acknowledges that he shall have seven (7) days following his 
execution of this Agreement in which to rescind or withdraw his waiver of 
claims of age discrimination stated above and that, in the event he exercises 
such right of rescission and/or withdrawal of waiver, this Agreement and the 
Consulting Agreement shall become null and void and of no further effect.

    3.   REPRESENTATIONS.  The Parties represent and certify that they have 
carefully read and fully understand all of the provisions of this Agreement, 
that they have had ample and adequate opportunity to discuss thoroughly all 
aspects of this Agreement with legal counsel of their own choosing, that they 
are voluntarily entering

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into this Agreement and that no representations have been made other than 
those set forth explicitly herein.  Boylan specifically acknowledges: (i) 
that he has been provided a reasonable time up to and including twenty-one 
(21) calendar days in which to consider the terms of this Agreement, even if 
executed prior to the expiration of that period, and (ii) that the law firm 
of Earp, Cohn, Leone & Pendery, A Professional Corporation, including any 
attorney in that firm with whom he has communicated, has solely represented 
the Corporation in connection with this Agreement and the Consulting 
Agreement and has not jointly represented Boylan and the Corporation, and 
that such law firm has advised Boylan he should obtain legal counsel in 
connection with this Agreement and the Consulting Agreement.

    4.   INTERPRETATION.  The Parties understand and agree that this 
Agreement shall in all respects be interpreted, enforced and governed under 
the laws of the State of Delaware, without regard to principles of conflicts 
of laws, and that the language of this Agreement shall in all respects be 
interpreted as a whole, according to its fair meaning, and not strictly for 
or against either of the Parties, regardless of which is the drafter of this 
Agreement.

    5.   ENTIRE AGREEMENT AND MODIFICATION.  The Parties further agree that 
this Agreement and the Consulting Agreement set forth the entire agreement 
among the Parties with respect to the subject matter hereof and thereof and 
fully supersede any and all prior agreements or understandings between them, 
including, without limitation, the Old Severance Agreement, which is 
terminated hereby and rendered null and void. This Agreement may be amended 
or superseded only by a subsequent writing, executed by the Parties.

    6.   ASSIGNMENT.  This Agreement shall not be assignable by Boylan, but 
shall be binding on Boylan and his estate, agents, attorneys, successors, 
heirs, executors, administrators, insurers and assigns, and shall be binding 
on and inure to the benefit of the Corporation Releasees and their estates, 
agents, attorneys, successors, heirs, executors, administrators, insurers and 
assigns.

    7.   LITIGATION.  Except as may otherwise be provided to the contrary 
elsewhere in this Agreement, in the event of litigation arising under this 
Agreement, the Parties agree that the prevailing Party shall be entitled to 
recover from the non-prevailing Party


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its reasonable attorneys' fees and expenses incurred in connection with such 
litigation at all levels.

    IN WITNESS WHEREOF, and intending to be legally bound hereby, the Parties 
have executed this Agreement on this 25th day of October, 1996, as of the 
date first set forth above.

                             /s/ John A. Boylan
                             ----------------------------------------
                             John A. Boylan

                             CHOICES ENTERTAINMENT CORPORATION


                             By /s/ Ronald W. Martignoni
                                -------------------------------------
                                Ronald W. Martignoni, Chief 
                                Executive Officer


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