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                                                              EXHIBIT 99(a)



            [LETTERHEAD OF WEST COAST ENTERTAINMENT CORPORATION]


October 30, 1996


PRIVATE AND CONFIDENTIAL

Board of Directors
c/o Ronald Martignoni, President
Choices Entertainment Corporation
836 West Trenton Avenue
Morrisville, PA 19067

    Re: NON-BINDING LETTER OF INTENT TO ACQUIRE ASSETS

Gentlemen:


     We are delighted to attach the following Summary of Terms and 
Conditions outlining the principal tenets of a definitive agreement with 
Choices Entertainment Corporation (the "Seller"). The following terms and 
conditions are what we discussed and sets forth the terms and conditions 
under which we could extend an offer to acquire your stores.


                            PURCHASE OF ASSETS
                       SUMMARY TERMS AND CONDITIONS


Acquisition:                       Purchase of all of the assets of the 
                                   Seller for the retail video stores as 
                                   listed on attached Exhibit "A", a total 
                                   of nine (9) stores which are owned by Seller.

Purchase Price:                    Two Million Seven Hundred Thousand Dollars 
                                   ($2,700,000) payable $1,200,000 in cash and 
                                   $1,500,000 in common stock. The purchase 
                                   price is based on Seller's net operating 
                                   cash flow for the period from October 1, 
                                   1995 through September 30, 1996. The base 
                                   purchase price shall be reduced if the net 
                                   operating cash flow for such period as 
                                   determined by the Buyer is less than 
                                   $700,000. Such reduction shall be in an 
                                   amount equal to:

                                   $2,700,000 - ($2,700,000 x Cash Flow)
                                                ------------------------
                                                        $700,000

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Choices Entertainment Corporation
October 30, 1996
Page 2


                                   Cash flow is defined as EBITDA (Earnings 
                                   Before Interest, Taxes, Depreciation and 
                                   Amortization) less actual rental 
                                   purchases. Purchase price is subject to 
                                   adjustment for quantity and quality of 
                                   rental inventory on hand, store 
                                   improvements, furniture and fixtures and 
                                   computer systems which do not meet current 
                                   standards of West Coast Entertainment 
                                   Corporation (the "Buyer"). The stock will
                                   be priced based on the average of the 
                                   closing prices for the 15 trading days two
                                   days prior to the date of settlement.

Prepaid Expenses:                  There shall be no apportionment or 
                                   adjustment for prepaid expenses or 
                                   deposits.

Description of Common Stock:       Common Stock will be registered and that of
                                   West Coast Entertainment Corporation (the 
                                   "Buyer"), subject to a 12 to 18 month 
                                   period lock-up as described below.

Restrictions on Trading 
Common Stock:                      The Sellers have a restriction on selling 
                                   their shares as follows: 40% eligible to be
                                   sold in the open market after 12 months; 
                                   100% eligible to be sold in the open 
                                   market after 18 months.

Exclusive Right to Purchase:       Seller agrees that Buyer shall have the 
                                   exclusive right to purchase Seller's 
                                   stores upon execution of this letter. Such
                                   exclusive rights shall extend until 
                                   January 31, 1997, unless mutually 
                                   extended. Both Seller and Buyer warrant and
                                   agree that they will negotiate in good 
                                   faith and use their best efforts to sign a 
                                   definitive agreement evidencing the basic 
                                   terms outlined in this Letter of Intent by
                                   November 15, 1996. This Exclusive Right 
                                   shall terminate if a definitive agreement 
                                   has not been reached by November 15, 1996.

Anticipated Closing Date:          January 31, 1997.

Operating Cash Flow:               Seller warrants that its cash flow equals 
                                   or exceeds $700,000 for the 12 months 
                                   ended September 30, 1996.

Break Up Fee:                      If the Seller's shareholders do not approve
                                   the transaction contemplated herein, West
                                   Coast Entertainment will receive a 
                                   break-up fee of $100,000, payable in cash, 
                                   which will be applied to the option 
                                   agreement described below.

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Choices Entertainment Corporation
October 30, 1996
Page 3



Warranties and Agreements:         Sellers and principals agree to sign a five
                                   year video and electronic game retailing 
                                   non-competition agreement with WCEC. 
                                   Sellers and the principals will enter into 
                                   an asset purchase agreement containing 
                                   customary representations, warranties, 
                                   indemnification provisions and covenants.

Short Term Advance:                Upon execution of a definitive Asset 
                                   Purchase Agreement, West Coast 
                                   Entertainment Corporation will advance to 
                                   the Seller, against delivery of a secured 
                                   demand promissory note bearing simple 
                                   interest at the rate of 12% per annum, the 
                                   amount of $150,000. Demand will not be 
                                   made until after January 31, 1997.

Option to Purchase
Newtown Store:                     If the Seller's shareholders fail to 
                                   approve the transaction contemplated 
                                   hereby by January 31, 1997, West Coast 
                                   Entertainment shall have the option 
                                   (exercisable within 180 days after such 
                                   date) to purchase all of the Seller's 
                                   assets relating to its retail video store 
                                   located in Newtown, Pennsylvania, for a 
                                   price of $250,000 in cash. (Such price may
                                   be paid by surrender of the breakup fee
                                   described above, and forgiveness of 
                                   $150,000, of the demand note describe 
                                   above.) Such assets shall include all 
                                   security deposits, prepaid expenses and 
                                   other assets (exclusive of cash in bank 
                                   accounts, but inclusive of $600 of cash on
                                   hand at the store). West Coast shall, in
                                   connection with the exercise of any such 
                                   option, assume the Seller's lease with 
                                   respect thereto. If West Coast exercises 
                                   such option, West Coast and the Seller 
                                   shall enter into a definitive asset 
                                   purchase agreement substantially in the 
                                   form of the agreement negotiated with 
                                   respect to the transaction described in 
                                   this letter.

Seller Expenses:                   The Seller shall be responsible for all 
                                   expenses incurred by it in connection with
                                   the transaction contemplated hereby, 
                                   including without limitation, all costs 
                                   incurred in connection with obtaining 
                                   shareholder approval of the transaction.

Purchase Contingencies:            1) Pre-closing audit and due diligence by 
                                   Buyer exposes no material discrepancies in 
                                   cash flow calculation or other material 
                                   issues;
                                   2) Customary conditions to closing;
                                   3) Execution of definitive mutually 
                                   acceptable documents; and

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Choices Entertainment Corporation
October 30, 1996
Page 4


                                   4) Shareholder approval by Seller

Description of Assets:             Assets to be purchased by Buyer are all of 
                                   the assets of Seller including but not 
                                   limited to leaseholds, improvements, 
                                   equipment, rental tapes and games and 
                                   rental equipment, security deposits, 
                                   goodwill, corporate names, all trademarks 
                                   and other intellectual property. The 
                                   purchase does not include cash on hand, 
                                   except for a total of $600 per store for 
                                   the stores' cash registers. Buyer will 
                                   assume no liabilities of Seller (other 
                                   than the store leases). Assets to be 
                                   delivered free and clear of any liens or 
                                   encumbrances.

     THIS SUMMARY OF TERMS AND CONDITIONS IS NOT A BINDING COMMITMENT TO 
PURCHASE THE ASSETS OF SELLER AND DOES NOT CREATE ANY OBLIGATION ON THE PART 
OF WEST COAST ENTERTAINMENT CORPORATION. THIS OUTLINE IS ONLY A BRIEF 
DESCRIPTION OF THE PRINCIPAL TERMS OF A DEFINITIVE AGREEMENT BETWEEN BUYER 
AND SELLER AND IS INTENDED PRINCIPALLY FOR DISCUSSION PURPOSES. BUYER AND 
SELLER WARRANT THAT THEY WILL USE THEIR BEST EFFORTS TO NEGOTIATE AND SIGN A 
DEFINITIVE AGREEMENT PRIOR TO NOVEMBER 15, 1996.

    This offer will be outstanding until Thursday, November 8, 1996 at 5:00 
p.m., at which point it will be withdrawn.


                                             /s/ RICHARD KELLY
-------------------------------              ---------------------------------
    T. Kyle Standley                             Richard Kelly
    Chief Executive Officer                      Chief Financial Officer


/s/ JOHN A. BOYLAN                           /s/ RONALD W. MARTIGNONI
-------------------------------              ---------------------------------
    John A. Boylan                               Ronald W. Martignoni
    Director                                     President, Director

/s/ FRED E. PORTNER
-------------------------------
    Fred E. Portner
    Director


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                               EXHIBIT "A"
                    CHOICES ENTERTAINMENT CORPORATION
                            LIST OF LOCATIONS


#1  Morrisville Shopping Center          #9   Shoppes at Foxmoor
    West Trenton & Pennsylvania Ave.          1027 Washington Blvd. & Rte 133
    Morrisville, PA                           Robbinsville, NJ
    215-295-9400                              609-443-9400

#2  Winslow Shopping Plaza               #10  Jamesway Plaza
    542 Berlin Cross Keys Road                Delsea Drive
    Sicklersville, NJ                         Glassboro, NJ
    609-875-3577                              609-881-4730

#5  Lower Makefield Shopping Center      #12  Fox Run Shopping Center
    678-80 Stony Hill Road                    200 Foxhunt Drive
    Yardley, PA                               Bear, DE
    215-493-4010                              302-834-9120

#6  Village at Newtown                   #13  Choices Movies & Games
    South Eagle Road                          8799 Frankford Avenue
    Newtown, PA                               Philadelphia, PA 19136
    215-579-1960                              215-708-3220
                                              (To be opened 11/15/96)

#7  Town Center
    406 Town Center
    New Britain, PA
    215-230-8880