<PAGE>

                                                                   EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT

            This Employment Agreement (this "Agreement") is entered into by and
between Alliance Entertainment Corp, a Delaware corporation (the "Company"), and
Alan Tuchman, a resident of the State of Florida ("Executive").

                               TERMS OF AGREEMENT

            In consideration of the mutual covenants contained herein, and
subject to the conditions herein set forth, the parties hereby agree as follows:

1.    EMPLOYMENT

      a.    POSITION. Executive shall be the President of the Company.

      b.    BOARD OF DIRECTORS. At all times during the term of this Agreement,
            the Company shall cause Executive to be nominated as a member of the
            Company's Board of Directors.

      c.    DUTIES. The Executive shall have full responsibility for all the
            day-to-day activities of the Company and its affiliated companies
            and over all officers and employees of the Company, and shall have
            responsibilities commensurate with those normally performed by a
            President. In such capacity, the Executive shall report directly to
            the Chief Executive Officer of the Company.

      d.    PLACE OF EMPLOYMENT. During the term of this Agreement, the
            Executive shall perform the services required by this Agreement at
            the principal executive office of the Company.

      e.    EMPLOYMENT TERM. Unless terminated in accordance with its
            provisions, this Agreement shall be for an initial term of three (3)
            years from the Effective Date (the "Employment Term"). The
            Employment Term is subject to early termination in accordance with
            the provisions set forth in Section 3 hereof.

      f.    PERFORMANCE OF DUTIES. The Executive agrees to devote his full time
            and best efforts to the performance of his duties and to serve the
            Company well and faithfully in conformity with the direction of the
            Chief Executive Officer, Board and written policies of the Company.

      g.    COMPENSATION. As compensation for Executive's services and in
            consideration of the covenants set forth in Sections 5, 6, 7, 8, 9,
            and 10 below, the Company shall pay to Executive the following
            compensation during the Employment Term, subject to any withholding
            and other taxes:

<PAGE>

            i.    Base Salary. The Company shall pay to Executive a Base Salary
                  equal to $411,530.86 annually during the Employment Term. The
                  Base Salary shall be payable in accordance with the Company's
                  customary payroll practices and procedures and shall be
                  prorated for any partial year during the Employment Term.
                  Executive's Base Salary shall be reviewed no less frequently
                  than annually by the Board of Directors of the Company to
                  determine whether or not such Base Salary should be adjusted
                  in light of Executive's duties, responsibilities, and
                  performance.

            ii.   Bonus. The Company shall provide Executive an annual Bonus
                  potential equal to Fifty (50%) Percent of Executive's Base
                  Salary. The actual Bonus paid to Executive will depend on
                  Executive meeting performance goals established by the Board.

            iii.  Stock Options. Executive shall be entitled to participate in
                  the incentive stock option plan to be adopted by the Company
                  each year.

            iv.   Executive Benefits. Executive shall be entitled to participate
                  in all Executive benefit plans and programs, if any,
                  (including 401(k) Plan, medical, dental, short and long term
                  disability and life insurance plans and programs) that are
                  established and made generally available by the Company from
                  time to time to its Executives, subject, however, to the
                  applicable eligibility requirements and other provisions of
                  such plans and programs.

            v.    Automobile. Executive shall be entitled to a car allowance in
                  the amount of $1,000 per month. In connection therewith, the
                  Executive shall be responsible for any and all expenses
                  related to such automobile, including but not limited to
                  insurance, maintenance, gas and repairs for such automobile.

            vi.   Vacation and Holidays. Executive shall be entitled to paid
                  vacation and holidays pursuant to the Company's Personal
                  Absence Time Policy, to be taken at such time(s) as shall not,
                  in the reasonable judgment of the Executive's supervisor,
                  interfere with Executive's fulfillment of Executive's
                  employment duties hereunder and otherwise in accordance with
                  the Company's policies and procedures in effect.

            vii.  Officers' and Directors' Liability Insurance; Indemnification.
                  The Company at its expense will provide officers and directors
                  indemnity and liability insurance coverage to Executive, based
                  on, and subject to, terms and insurance levels that are
                  commercially available and typical in the industry, and no
                  less favorable in any material respect to Executive than the
                  terms and levels applicable to the coverage provided to other
                  officers and/or directors of the Company.

                                      -2-
<PAGE>

2.    REIMBURSEMENT OF EXPENSES. The Company shall pay or reimburse Executive
      for all reasonable and necessary travel, entertainment and other expenses
      incurred by Executive in connection with the performance of Executive's
      duties hereunder during the Employment Term; provided, that (a) such
      expenditure is of a nature deductible under Section 162 of the U.S.
      Internal Revenue Code on the Federal income tax return of the Company as a
      business expense and not deductible as compensation to Executive, and (b)
      Executive provides the Company with such documentary evidence as shall in
      the opinion of the Company be required by the Code or any regulation
      promulgated thereunder for the substantiation of such expenditure as a
      deductible business expense of the Company and not as deductible
      compensation to Executive. Executive agrees that, if at any time, any
      payment made to Executive by the Company as a business expense
      reimbursement shall be disallowed as a deductible expense to the Company
      by the appropriate taxing authorities, Executive shall reimburse the
      Company to the full extent of such disallowance.

3.    TERMINATION. This Agreement and Executive's employment hereunder, may be
      terminated as follows:

      a.    FOR CAUSE. As used herein, "Cause" shall mean (i) the Executive
            shall have committed an act of fraud, embezzlement or
            misappropriation against the Company or committed a material breach
            of fiduciary duty owed to the Company; or (ii) the Executive shall
            have been convicted by a court of competent jurisdiction (or entered
            a plea of guilty or nolo contendere) of any felony or crime
            involving moral turpitude or fraud; or (iii) the Executive shall
            have engaged in material violations of his obligations under this
            Agreement other than as a result of incapacity due to physical or
            mental illness, which violations (A) are demonstrably willful and
            deliberate on Executive's part, (B) are committed in bad faith or
            without reasonable belief that such violations are in the best
            interests of the Company; or (iv) the Executive's failure or refusal
            to timely comply with a written directive of the Chief Executive
            Officer (or such other executive designated by the Company),
            provided that such directive is consistent with the Executive's
            position; and provided further that such directive does not require
            the commission by the Executive of an illegal act. Should Executive
            dispute the validity of any such alleged Cause, the matter shall be
            finally determined in accordance with the arbitration provisions of
            Section 18 of this Agreement.

      b.    DEATH. In the event of Executive's death, this Agreement shall
            automatically terminate without a notice requirement to/from either
            party.

      c.    DISABILITY. In the event that Executive becomes permanently disabled
            (as defined in the Company's Long Term Disability Plan), the Company
            shall have the right to terminate this Agreement and Executive's
            employment with the Company hereunder by giving written notice of
            termination to Executive. Such notice shall specify the date of
            termination, which date shall not be earlier than thirty (30)
            calendar days after such notice is given.

                                      -3-
<PAGE>

      d.    WITHOUT CAUSE. The Company shall have the right to terminate this
            Agreement and Executive's employment with the Company at any time
            for any reason whatsoever (other than For Cause) on prior written
            notice to Executive.

      e.    TERMINATION BY EXECUTIVE FOR GOOD REASON. Executive may terminate
            this Agreement and Executive's employment with the Company for Good
            Reason. For purposes of this Agreement, Executive shall be deemed to
            have "Good Reason" if, the Company commits a material breach of its
            obligations under this Agreement and fails to cure such breach
            within twenty (20) business days following receipt of notice of such
            breach. Should Company dispute the validity of any such alleged Good
            Reason, the matter shall be finally determined in accordance with
            the arbitration provisions of Section 18 of this Agreement.

      f.    TERMINATION BY EXECUTIVE WITHOUT GOOD REASON. Executive shall have
            the right to terminate this Agreement and Executive's employment
            with the Company at any time for any reason whatsoever by giving
            thirty (30) days' prior written notice to the Company; provided,
            however, that termination pursuant to this subsection 3(f) shall not
            be construed as termination pursuant to subsection 3(e).

4.    COMPANY'S OBLIGATIONS UPON TERMINATION. Following the termination of
      Executive's employment under the circumstances described below, the
      Company shall pay Executive the following compensation and provide the
      following benefits, subject to Executive's compliance with Sections 5, 6,
      7, 8, 9, and 10 hereof, in full satisfaction and final settlement of any
      and all claims and demands Executive then has or may have against the
      Company in connection herewith:

      a.    TERMINATION FOR CAUSE. In the event that this Agreement and
            Executive's employment with the Company is terminated for Cause,
            then the Company shall pay to Executive's then current Base Salary
            earned through the date of termination and shall reimburse Executive
            for any expenses to which Executive is entitled to reimbursement
            under this Agreement.

      b.    TERMINATION BY THE COMPANY DUE TO DEATH. In the event that the
            Company shall terminate this Agreement and Executive's employment
            with the Company in the event of Death under Section 3(b), then the
            Company shall pay to Executive's heirs and/or personal
            representatives, in addition to the amounts payable pursuant to
            Section 4(a) above, a pro-rated portion of the then scheduled Annual
            Bonus (with payout as determined by the Board in accordance with
            Section 1.g.ii. of this Agreement), which shall be calculated by
            multiplying the scheduled Annual Bonus (using the payout as
            determined by the Board in accordance with Section 1.g.ii. of this
            Agreement), by the quotient of (x) the number of calendar days from
            the start of the Annual Bonus period through the termination of
            Executive's employment divided by (y) 365, and the Company shall
            have no further payment obligation to Executive.

                                            -4-

<PAGE>

      c.    TERMINATION BY THE COMPANY DUE TO DISABILITY. In the event that the
            Company shall terminate this Agreement and Executive's employment
            with the Company in the event of Disability under Section 3(c)
            above, then the Company shall (i) pay to Executive, in addition to
            the amounts payable pursuant to Section 4(a) above, a pro-rated
            portion of the Annual Bonus, which shall be calculated as set forth
            in Section 4(b) above, and (ii) pay the cost to continue Executive's
            medical insurance coverage under the Company's health plan as
            provided under COBRA for 12 months following such termination, and
            the Company shall have no further payment obligation to Executive.

      d.    TERMINATION UPON THE NATURAL EXPIRATION OF THE EMPLOYMENT TERM OR
            NON-RENEWAL OF THE INITIAL EMPLOYMENT TERM OR ANY RENEWAL TERM. Upon
            the natural expiration of the Employment Term or upon the
            termination of the Initial Employment Term or any Renewal Term, on
            the last day thereof as a result of delivery of a Non-Renewal Notice
            by the Company, or Executive, the Company shall pay to Executive, in
            addition to the amounts payable pursuant to Section 4(a) above, a
            pro-rated portion of the Annual Bonus, which shall be calculated as
            set forth in Section 4(b) above. In addition, the Company shall pay
            to the Executive an amount equal to twenty-four (24) months of the
            Executive's then current salary as severance pay plus any unpaid
            prior fiscal year bonus. Thereafter the Company shall have no
            further payment obligation to Executive.

      e.    TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD
            REASON. In the event that the Company shall terminate this Agreement
            and Executive's employment with the Company Without Cause pursuant
            to Section 3(d) or if Executive terminates Executive's employment
            with the Company for Good Reason pursuant to Section 3(e), in
            addition to the amounts payable pursuant to Section 4(a) above, the
            Company shall pay to the Executive a pro-rated portion of the Annual
            Bonus, which shall be calculated as set forth in Section 4(b) above
            and an amount equal to the greater of (1) the Executive's Base
            Salary corresponding to the remaining Term of this Agreement, or (2)
            twenty four (24) months of the Executive's then current Base Salary
            as severance pay plus any unpaid prior fiscal year bonus, and

            i.    Such payment shall be due and payable to the Executive within
                  ten (10) days after the Executive's termination; provided,
                  however, at the Executive's election, such severance pay shall
                  be paid at such intervals as Executive may request, and

            ii.   The Executive shall also be entitled to any and all other
                  accrued benefits to which he or she would otherwise be
                  entitled under the Company's policy or as provided by law for
                  a period of Twenty Four (24) months including but not limited
                  to medical, dental, life, and disability insurance, and

                                      -5-
<PAGE>

            iii.  Any stock options granted to Executive shall become 100%
                  vested on the termination date and the exercise period shall
                  be extended for twelve (12) months, provided that in no event
                  shall the total payment due to Executive exceed those amounts
                  set forth above. No further payment obligation shall be due to
                  Executive, and Executive shall, as a condition of receiving
                  such payment, fully release the Company from any further
                  liability by Company to Executive.

            iv.   Change in Control. If there is a "change of control" (defined
                  as a merger, acquisition, or a significant change in the Board
                  of Directors, or senior management, or a substantial
                  shareholder ownership of the Company) that causes the
                  Executive's position with the Company (i.e.: the Executive's
                  salary, function, duties or responsibilities) to be of
                  significantly less amount, dignity, responsibility, importance
                  or scope from the position and attributes thereof immediately
                  prior to such change in control, then Executive shall have the
                  option of, within one year of such significant change,
                  resigning his position with Company. If Executive resigns his
                  position with Company, such event shall be deemed a
                  Termination by Executive for Good Reason pursuant to this
                  Section 4(e).

5.    MUTUAL TERMINATION. Notwithstanding anything to the contrary herein, the
      Company and the Executive may Jointly terminate this Agreement and the
      Employment relationship at any time upon mutual agreement, and upon terms
      mutually acceptable.

6.    CONFIDENTIAL INFORMATION. Executive recognizes and acknowledges access to
      certain Confidential Information (as defined below) and that such
      information constitutes valuable, special and unique property of the
      Company. Executive acknowledges that the Confidential Information is and
      shall remain the exclusive property of the Company. Executive agrees not
      to, at any time during the Employment Term, or at any time thereafter,
      disclose any Confidential Information to anyone outside the Company, or
      utilize any Confidential Information for Executive's own benefit or the
      benefit of any third party without the prior written consent of the
      Company. Executive further agrees that all memoranda, disks, files, notes,
      records or other documents which contain Confidential Information, whether
      in electronic form or hard copy, and whether created by Executive or
      others, which come into Executive's possession and wherever located, shall
      be and remain the exclusive property of the Company to be used by
      Executive only in the performance of Executive's obligations hereunder.
      Executive agrees that the foregoing restrictions shall apply whether or
      not such information is marked "Confidential," "Proprietary" or otherwise.
      For purposes hereof, "Confidential Information" shall mean and include all
      information, whether written or oral, tangible or intangible, of a
      private, secret, proprietary or confidential nature, of or concerning the
      Company or its business or operations, including without limitation any
      trade-secrets or know-how, computer software programs in both source code
      and object code form, any technique, process or methodology, any sales,
      promotional or marketing plans, programs, techniques, practices or
      strategies, any expansion plans (including existing and entry into new
      markets), any operational or management guidelines, any cost, pricing or
      other

                                      -6-
<PAGE>

      financial data or projections, the identity and background of any
      customer, Executive, prospect, supplier or investor, and any other
      information that is to be treated as confidential because of any duty of
      confidentiality owed by the Company to a third party or any other
      information that the Company shall, in the ordinary course of business,
      possess or use and not release externally without restriction on use or
      disclosure.

7.    RETURN OF DOCUMENTS AND PROPERTY. Upon the termination or expiration of
      this Agreement or Executive's Employment or at any other time upon the
      request of the Company, Executive (or Executive's heirs or personal
      representatives) (a) shall deliver to the Company all memoranda, disks,
      files, notes, records or other documents which contain or are based upon
      Confidential Information and shall not retain any copies thereof in any
      format or storage medium (including computer disk or memory) and (b) purge
      from any computer system in Executive's possession other than those owned
      by and returned to the Company, all computer files which contain or are
      based upon any Confidential Information and confirm such purging in
      writing to the Company.

8.    NON-COMPETITION. Executive acknowledges that (a) the Company engages in a
      competitive business, (b) Executive's services and responsibilities are
      unique in character and are of particular significance to the Company, (c)
      Executive's position with the Company will place Executive in a position
      of confidence and trust with the customers, suppliers and Executives of
      the Company, and (d) Executive's position with the Company will provide
      Executive access to Confidential Information which is valuable and
      material to the business and competitive position to the Company.
      Executive therefore agrees that during the Employment Term and the period
      of one (1) year thereafter, regardless of the reason for expiration,
      non-renewal or termination, (the "Non-Compete Period"), Executive will not
      (other than as a director, Executive, agent or consultant of the Company),
      directly or indirectly, as an individual proprietor, partner, shareholder,
      officer, director, Executive, consultant, independent contractor, joint
      venturer, investor (with holdings of at least 5% of any security of any
      class of any business entity) or lender, participate in any business or
      enterprise engaged anywhere in the world in the design, development,
      manufacture, distribution or sale of any products or the provision of any
      services which are the same as, similar to or competitive with the
      products or services which the Company or any of its affiliates design,
      develop, manufacture, distribute, sell or provide or is then planning to
      design, develop, manufacture, distribute, sell or provide, in either case,
      at any time while Executive was employed by the Company, unless Executive
      shall have obtained the prior written consent of the Board of Directors of
      the Company.

9.    NON-SOLICITATION. During the Non-Compete Period, Executive agrees not to,
      directly or indirectly, whether for Executive's own account or for the
      account of any other individual or entity: (a) attempt in any manner to
      solicit or sell to any Customer (as defined below) any products of the
      type developed, produced, marketed or sold or being developed, produced,
      marketed or sold by the Company while Executive was employed by the
      Company or any products competitive with such products or to persuade any
      Customer to cease to do business or reduce the amount of business which
      such Customer has customarily done or is reasonably expected to do with
      the Company, whether or not

                                      -7-
<PAGE>

      the relationship between the Company and such Customer was originally
      established in whole or in part through Executive's efforts; (b) attempt
      in any manner to interfere with the relationship between the Company and
      any of its suppliers that have provided services or products to the
      Company at any time while Executive was a consultant to or employed by the
      Company; or (c) solicit, induce, enter into any agreement with, or attempt
      to influence any individual who was an Executive or key person of or
      consultant to the Company or any of its affiliates at any time during the
      preceding twelve (12) month period, to terminate Executive's employment or
      key person's relationship with the Company or any of its affiliates or to
      become employed by Executive or any individual or entity by which
      Executive is employed, or interfere in any other way with the employment
      or other relationship of any Executive of or consultant to the Company or
      any of its affiliates. As used in this paragraph, the term "Customer"
      shall mean and include (i) anyone who was a customer of the Company or any
      of its present or future parents, subsidiaries or other affiliates on the
      Expiration Date or at any time during the two (2) years immediately
      preceding the Expiration Date, (ii) any prospective customer to whom any
      representative of the Company or any of its present or future parents,
      subsidiaries or other affiliates made a business presentation or sales
      pitch at any time during the one year period immediately preceding the
      Expiration Date and (iii) any prospective customer to whom any
      representative of the Company or any of its present or future parents,
      subsidiaries or other affiliates made a business presentation or sales
      pitch at any time within six months after the Expiration Date if the
      initial contact or discussion with such prospective customer relating to
      the sale of products occurred prior to the Expiration Date.

10.   NON-DISPARAGEMENT. Executive agrees that at all times during and after the
      Employment Term, Executive will not engage in any conduct that is
      injurious to the reputation or interests of the Company or its affiliates,
      including, but not limited to, making disparaging comments (or inducing or
      encouraging others to make disparaging comments) about the Company or any
      of its affiliates, or any of their respective directors, officers,
      Executives or agents, or their respective operations, financial condition,
      prospects, content, products or services.

11.   INTELLECTUAL PROPERTY.

      a.    OWNERSHIP OF DEVELOPMENTS. Executive acknowledges that all original
            works of authorship, inventions, improvements, discoveries,
            developments, concepts, software (including, without limitation,
            images, text, source code, object code, html code and scripts),
            databases and trade secrets and other original works, and any
            upgrades, modifications, improvements or enhancements to the
            foregoing and any related patents, patent applications, copyrights
            and copyright applications, which are created, made, conceived,
            developed or reduced to practice by Executive whether under
            Executive's direction or jointly with others during the (a)
            Employment Term and (b) since Executive's tenure first began with
            the Company and its predecessor company on April 1, 1988, or within
            one (1) year after the Expiration Date (whether or not during normal
            working hours, on the premises of the Company or any other location
            or using Company's equipment or personal

                                      -8-
<PAGE>

            equipment or Confidential Information), which relate to the present
            or anticipated business activities of the Company (all of which are
            collectively referred to as "Developments") are and shall remain the
            sole and exclusive property of the Company, and all right, title and
            interest therein, whether or not used by the Company, shall, from
            the inception of development, be exclusively and perpetually the
            property of the Company. Unless otherwise agreed to in writing by
            the Company, nothing in this or any agreement or in the course of
            dealing between Executive and the Company shall be construed to
            grant Executive or Executive's affiliates any ownership right, title
            or interest in or license to any of the Developments. Executive
            acknowledges that all Developments made by Executive (solely or with
            others) within the scope of Executive's duties hereunder and which
            are protectable by copyright are "works made for hire" within the
            meaning of the U.S. Copyright Act and any other U.S. and foreign
            laws relating to intellectual property. To the extent that any
            Developments shall not be deemed "works made for hire," Executive
            hereby irrevocably assigns, and herein appoints the Company as
            Executive's attorney in fact to perfect any such assignment, to the
            Company any of Executive's worldwide right, title or interest in and
            to all Developments and all intellectual property rights, including
            but not limited to all worldwide copyrights, trade secrets, patent
            rights and trademark rights, in and to all of the Developments, and
            any extensions and renewals thereof.

      b.    OBLIGATIONS OF EXECUTIVE. Executive shall (a) promptly notify, make
            full disclosure to, and execute and deliver any documents requested
            by, the Company, to evidence or better assure title to all
            Developments in the Company, as so requested, (b) renounce any and
            all claims, including but not limited to claims of ownership and
            royalty, with respect to all Developments and all other property
            owned or licensed by the Company or its affiliates, (c) assist the
            Company and its affiliates in obtaining, maintaining and enforcing
            for itself at its own expense United States and foreign patents,
            copyrights, trademark, trade secret or other protection of any and
            all Developments, and (d) promptly execute, whether during the
            Employment Term or thereafter, all applications, endorsements or
            other documents necessary or appropriate to maintain patents and
            other rights for the Company or its affiliates and to protect the
            title of the Company or its affiliates thereto, including but not
            limited to assignments of such patents, copyrights, trademark, trade
            secrets and other rights in accordance with Subsection (c) below.

      c.    PATENT AND COPYRIGHT REGISTRATIONS. The Company and its nominees
            shall have the right to use and apply for common law and statutory
            protections of all Developments in any and all countries and
            jurisdictions. Furthermore, Executive agrees to assist the Company,
            or its designee, at the Company's expense, in every proper way to
            secure the Company's rights in the Developments and any patents,
            copyrights, trademark and mask work rights or other intellectual
            property rights relating thereto in any and all countries and
            jurisdictions, including the disclosure to the Company of all
            pertinent information and data with respect thereto, the execution
            of all applications, specifications, oaths, assignments and all
            other instruments which the Company shall deem necessary in order to
            apply for and

                                      -9-
<PAGE>

            obtain such rights and in order to assign and convey to the Company,
            its successors, assigns and nominees the sole and exclusive right,
            title and interest in and to such Developments, including all rights
            associated with works of authorship throughout the world, any
            copyrights, patents, mask work rights, trade secrets, or other
            intellectual property rights relating thereto or analogous to those
            set forth herein. Executive further agrees that Executive's
            obligation to execute or cause to be executed any such instrument or
            papers shall continue after the termination of this Agreement. If
            the Company is unable because of Executive's mental or physical
            incapacity, Executive's refusal or for any other reason to secure
            Executive's signature to apply for or to pursue any application for
            any United States or foreign patents or copyright registrations
            covering Developments, then Executive hereby irrevocably designates
            and appoints the Company and its duly authorized officers and agents
            as Executive's agent and attorney-in-fact, which designation and
            appointment is coupled with an interest, to act for and on
            Executive's behalf and stead, to execute and file any such
            applications and to do all other lawfully permitted acts to further
            the prosecution and issuance of patent or copyright registrations
            thereon with the same legal force and effect as if executed by
            Executive. The foregoing rights shall also apply to any divisions,
            continuations, renewals, reissues and extensions of the foregoing,
            as applicable, now existing or hereafter filed, issued or acquired.

      d.    PRIOR INVENTIONS RETAINED AND LICENSED. If any, attached hereto as
            Exhibit A is a list describing all inventions, original works of
            authorship, developments, improvements and trade secrets which were
            created, made, conceived, developed or reduced to practice by
            Executive prior to Executive's engagement with the Company which
            relate to the present or anticipated business activities of the
            Company and its affiliates (collectively, the "Prior Inventions").
            The Prior Inventions shall belong to Executive and shall not be
            assigned to the Company hereunder. If no such Prior Inventions are
            listed on Exhibit A, Executive represents that there are no such
            Prior Inventions. If in the course of Executive's engagement with
            the Company, Executive incorporates into any invention, improvement,
            development, product, copyrightable material or trade secret any
            invention, improvement, development, concept, discovery or other
            proprietary information owned by Executive or in which Executive has
            an interest, the Company is hereby granted and shall have a
            nonexclusive, royalty-free, irrevocable, perpetual, worldwide
            license to make, have made, modify, use and sell such item as part
            of or in connection with such product, process or machine.

      e.    INVENTIONS ASSIGNED TO THE UNITED STATES. Executive agrees to assign
            to the United States government all Executive's right, title, and
            interest in and to any and all Developments whenever such full title
            is required to be in the United States by a contract between the
            Company and the United States or any of its agencies.

      f.    MAINTENANCE OF RECORDS. Executive agrees to keep and maintain
            adequate and current written records of all Developments made by
            Executive (solely or jointly with others) during the term of
            Executive's employment with the Company. The

                                      -10-
<PAGE>
            records will be in the form of notes, sketches, drawings, and any
            other format that may be specified by the Company, all of which
            shall be capable of use as intended by anyone Company designates at
            any time. The records shall be available to and remain the sole
            property of the Company at all times.

      g.    ENFORCEABILITY OF RESTRICTIVE COVENANTS. Executive hereby
            acknowledges that the restrictions on Executive's activity contained
            in Sections 5, 6, 7, 8, 9, and 10 are necessary for the reasonable
            protection of the Company and are a material inducement to the
            Company entering into this Agreement. Executive further acknowledges
            that a breach or threatened breach of any such provisions would
            cause irreparable harm to the Company for which there is no adequate
            remedy at law. Executive agrees that in the event of any breach or
            threatened breach of any provision contained in Section 5, 6, 7, 8,
            9, or 10 of this Agreement, the Company shall have the right, in
            addition to any other rights or remedies it may have, to seek
            injunctive relief without having to post bond or other security and
            without having to prove special damages or the inadequacy of the
            available remedies at law. The parties acknowledge that (a) the
            time, scope, geographic area and other provisions contained in
            Sections 5, 6, 7, 8, 9, and 10 are reasonable and necessary to
            protect the goodwill and business of the Company, (b) the customers
            of the Company may be serviced from any location and accordingly it
            is reasonable that the covenants set forth herein are not limited by
            narrow geographic area, and (c) the restrictions contained in
            Sections 5, 6, 7, 8, 9, and 10 will not prevent Executive from being
            employed or earning a livelihood. If any covenant contained in
            Section 5, 6, 7, 8, 9, and 10 is held to be unenforceable by reason
            of the time, scope or geographic area covered thereby, such
            covenant shall be interpreted to extend to the maximum time, scope
            or geographic area for which it may be enforced as determined by a
            court making such determination, and such covenant shall only apply
            in its reduced form to the operation of such covenant in the
            particular jurisdiction in which such adjudication is made. The
            existence of any claim or cause of action by Executive against the
            Company or any of its affiliates predicated on this Agreement or
            otherwise shall not constitute a defense to the enforcement by the
            Company of any provision of Section 5, 6, 7, 8, 9, and 10.

12.   CONFLICTS. Executive hereby represents and warrants to the Company that
      neither the execution or delivery of this Agreement by Executive nor the
      performance by Executive of Executive's duties hereunder shall constitute
      a default, breach or violation of any understanding, contract or
      commitment, written or oral, express or implied, to which Executive is a
      party or to which Executive is or may be bound, including, without
      limitation, any understanding, contract or commitment with any present or
      former employer. Executive hereby agrees to indemnify and hold the Company
      harmless from and against any and all claims, losses, damages,
      liabilities, costs and expenses (including, without limitation, attorneys'
      fees and expenses) incurred by the Company in connection with any default,
      breach or violation by Executive of any such understanding, contract or
      commitment.

                                      -11-
<PAGE>

13.   BINDING EFFECT. This Agreement shall be binding upon and inure to the
      benefit of the parties hereto and their respective heirs, successors and
      assigns, except that Executive may not assign any of Executive's rights or
      delegate any of Executive's duties hereunder without the prior written
      consent of the Company (which may be granted or withheld in the Company's
      sole and absolute discretion).

14.   ENTIRE AGREEMENT. This Agreement constitutes the entire understanding of
      the parties relating to the subject matter hereof and supersedes all prior
      agreements, understandings, arrangements, promises and commitments,
      whether written or oral, express or implied, relating to the subject
      matter hereof, and all such prior agreements, understandings,
      arrangements, promises and commitments are hereby canceled and terminated
      including that certain December 21, 2000 Employment Agreement as amended.

15.   AMENDMENT. This Agreement may not be amended, supplemented or modified in
      whole or in part except by an instrument in writing signed by the party or
      parties against whom enforcement of such amendment, supplement or
      modification is sought.

16.   SURVIVAL. The provisions of Sections 5 through 24 hereof shall survive the
      termination or expiration of this Agreement.

17.   NOTICE. Any notice, request or other document required or permitted to be
      given under this Agreement shall be in writing and shall be deemed given
      (a) upon delivery, if delivered by hand, (b) three (3) days after the date
      of deposit in the mail, postage prepaid, if mailed by U.S. certified or
      registered mail, or (c) on the next business day, if sent by prepaid
      overnight courier service, in each case, addressed as follows:

      If to Executive, to:         Alan Tuchman
                                   7686 N.W. 116 Lane
                                   Parkland, Florida 33076

      If to the Company, to:       AEC One Stop Group, Inc.
                                   4250 Coral Ridge Drive
                                   Coral Springs, FL 33065

                                   Attn: (1) CEO
                                         (2) Legal Dept.

      Any party may change the address to which notice shall be sent by giving
      notice of such change of address to the other parties in the manner
      provided above.

18.   WAIVERS. The failure or delay of any party to enforce any provision of
      this Agreement shall in no way affect the right of such party to enforce
      the same or any other provision of this Agreement. The waiver by any party
      of any breach of any provision of this Agreement shall not be construed as
      a waiver, by such party, of any succeeding breach of such provision or a
      waiver, by such party, of a breach of any other provision. The

                                      -12-
<PAGE>

      granting of any consent or approval by any party in any one instance shall
      not be construed to waive or limit the need for such consent or approval
      in any other or subsequent instance.

19.   ARBITRATION. Any controversy or claim arising out of or relating to this
      Agreement, including the making, interpretation or breach thereof, or the
      employment or termination of employment of Executive shall be resolved by
      expedited arbitration in Ft. Lauderdale, Florida in accordance with the
      Employment Dispute Resolution Rules of the American Arbitration
      Association. Judgment upon the award rendered by the arbitrator(s) may be
      entered in any court having Jurisdiction thereof, and any party to the
      arbitration may, if such party so elects, institute proceedings in any
      court having jurisdiction for the specific performance of any such award.
      The powers of the arbitrator(s) shall include, but not be limited to, the
      awarding of injunctive relief. Each party shall bear his or its own
      attorneys' fees and expenses, and the parties shall bear equally all other
      costs and expenses of the arbitration. The provisions of this Section 18
      shall survive the termination of this Agreement.

20.   SEVERABILITY. If any term or provision of this Agreement shall be
      determined by a court of competent jurisdiction to be illegal, invalid or
      unenforceable for any reason, the remaining provisions of this Agreement
      shall remain enforceable and the invalid, illegal or unenforceable
      provisions shall be modified so as to be valid and enforceable and shall
      be enforced.

21.   SECTION HEADINGS. Section headings are included in this Agreement for
      convenience of reference only, and shall in no way affect the meaning or
      interpretation of this Agreement.

22.   COUNTERPARTS. This Agreement may be executed in two or more counterparts,
      each of which shall be deemed an original, but all of which taken together
      shall constitute one and the same instrument.

23.   NUMBER OF DAYS. In computing the number of days for purposes of this
      Agreement, all days shall be counted, including Saturdays, Sundays and
      holidays; provided, however, if the final day of any time period falls on
      a Saturday, Sunday or holiday on which federal banks in the United States
      are or may elect to be closed, then the final day shall be deemed the next
      day which is not a Saturday, Sunday or such holiday.

24.   ATTORNEYS' FEES. In any action brought to enforce any provision of this
      Agreement, the prevailing party shall be entitled to recover reasonable
      attorneys' fees and costs from the other party to the action or
      proceeding. For purposes of this Agreement, the "prevailing party" shall
      be deemed to be that party who obtains substantially the result sought,
      whether by settlement, mediation, judgment or otherwise, and "attorneys'
      fees" shall include, without limitation, the actual attorneys' fees
      incurred in retaining counsel for advice, negotiations, suit, or other
      legal proceeding, including mediation and arbitration.

                                      -13-
<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.

      DATE OF AGREEMENT ("EFFECTIVE DATE"): January 1, 2004

COMPANY                                   EXECUTIVE
Alliance Entertainment Corp.              Alan Tuchman

By: /s/ Tony Schnug                      Signature: /s/ Alan Tuchman
   -----------------------------                    ---------------------------
      Signature

Tony Schnug                               Alan Tuchman
---------------------------------         -------------------------------------
Print Name                                Print Name


Its Chairman, CEO                         Address:  7686 N W. 116 Lane
    -----------------------------                 ------------------------------
    Title                                           Parkland, FL 33076
                                          --------------------------------------


                                      -14-
<PAGE>

                                    EXHIBIT A

NO PRIOR INVENTIONS

                                      -15-