VOTING AGREEMENT


          Voting Agreement, dated as of August 15, 1996 (this "Agreement") among
Joseph Bianco, John Friedman, Peter Kaufmann,  Elliot Newman, Robert Marx, Alvin
Teller,  Bain Capital,  Inc., BT Capital  Partners,  Inc., U.S. Equity Partners,
L.P.,  U.S.  Equity  Partners  (Offshore),  L.P.,  and  Wasserstein  & Co.  Inc.
(individually a "Party",  and  collectively  "Parties") which are or will become
record or beneficial owners of Common Stock, par value $.0001 per share ("Common
Stock") of Alliance Entertainment Corp., a Delaware corporation (the "Company").

     WHEREAS,  pursuant to a Stock  Acquisition and Merger Agreement dated as of
August 15, 1996,  among Alvin Teller ("AT"),  Wasserstein & Co., Inc.,  ("WCI"),
U.S. Equity Partners,  L.P. ("USEP Delaware"),  U.S. Equity Partners (Offshore),
L.P. ("USEP Offshore" and, together with USEP Delaware, "USEP"), the Company and
the parties  thereto  (the  "Acquisition  Agreement"),  AT,  USEP,  and WCI will
receive shares of Common Stock of the Company, and

     WHEREAS, pursuant to Stock Purchase Agreements dated as of August 15, 1996,
WCI and USEP will purchase from certain  officers of the Company an aggregate of
1,850,000 shares of Common Stock, and

     WHEREAS,  the Parties are the owners of, or by proxy or otherwise  exercise
irrevocable  voting  control  over shares of Common  Stock of the Company as set
forth in Exhibit A hereto,

     NOW,  THEREFORE,  for and in  consideration  of the premises and the mutual
covenants and  agreements  hereinafter  contained,  the Parties  hereby agree as
follows:

     1. Voting of Shares by Parties. Each Party agrees to vote all of the shares
of Common Stock which are now or hereafter owned by such Party,  beneficially or
of  record,  or  which  he or it is  entitled  to vote by  proxy  or  otherwise,
including  without  limitation  those  shares  identified  on Exhibit A attached
hereto, at any special or annual meeting of the stockholders of the Company,  or
by any written consent,  whereat or whereby the same are considered for approval
by the  stockholders  of the  Company,  for (a) the  approval of the  conversion
rights  of the  Series  A  Convertible  Preferred  Stock  issued  to BT  Capital
Partners,  Inc.  and BCI  Growth  IV,  L.P.  (the  "Purchasers")  pursuant  to a
Preferred  Stock  Purchase  Agreement  dated July 16, 1996,  as set forth in the
Certificate of Designations attached


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thereto,  (b) the approval of the Company's issuance of Common Stock pursuant to
any Party's  exercise of any such  conversion  rights,  (c) the  approval of the
Acquisition Agreement and the transactions  contemplated thereby,  including the
issuance of the contingent  shares of Common Stock as  contemplated  by Sections
1.9 and 2.4 thereof, and (d) the election of directors of the Company designated
by WCI and AT  pursuant  to Section 9.2 of the  Acquisition  Agreement,  two (2)
directors  designated by BT Capital Partners,  Inc., one (1) director designated
by Bain Capital Inc. and the  remainder of the  directors  designated  by Joseph
Bianco.

            2. Changes in Common Stock. In the event that subsequent to the date
of this  Agreement  any  shares or other  securities  (other  than any shares or
securities  of another  corporation  issued to the  stockholders  of the Company
pursuant  to a plan of merger)  are issued on, or in  exchange  for,  any of the
shares of the Common Stock or  Preferred  Stock held by the Parties by reason of
any stock divided, stock split,  consolidation of shares,  reclassification,  or
consolidation  involving the Company,  such shares or securities shall be deemed
to be Common Stock for purposes of this Agreement.

            3.  Representations  of Parties.  Each Party hereby  represents  and
warrants  that (i) such  Party  owns  and/or has the right to vote the number of
shares  of the  Common  Stock set forth  opposite  his or its name on  Exhibit A
attached hereto, (ii) such Party has full power to enter into this Agreement and
has not, prior to the date of this Agreement, executed or delivered any proxy or
entered  into any other  voting  agreement  or  similar  arrangement  that would
conflict  with the purposes or provisions  of this  Agreement,  (iii) such Party
will not take any action  inconsistent  with the purposes and provisions of this
Agreement and (iv) this Agreement is a valid, binding and enforceable obligation
of such Party.

     4. Proxy. Joseph Bianco agrees to use his best efforts to cause each of the
signatories  to the Restated  and Amended  Stockholders'  Agreement  dated as of
November 30, 1993, as amended on May 18, 1995 (the  "Stockholders'  Agreement"),
who granted an irrevocable  proxy to Joseph Bianco with respect to the shares of
stock of the Company which they own, to grant an irrevocable  proxy to Al Teller
with  respect to the shares of stock of the  Company  which they own to the same
extent as set forth in the Stockholders'  Agreement;  provided,  that such proxy
shall be effective only upon the death of Mr. Bianco.  Mr. Bianco shall also use
his best  efforts to cause  such  persons to agree that they shall not grant any
other proxy with respect to their shares of stock.




<PAGE>



     5. Enforceability. Each Party expressly agrees that this Agreement shall be
specifically  enforceable in any court of competent  jurisdiction  in accordance
with its terms against each of the parties hereto.

     6. Benefit.  This Agreement  shall be binding upon and inure to the benefit
of the respective parties hereto and their successors.

     7.  Governing  Law. This  Agreement  shall be governed by and construed and
enforced  in  accordance  with the laws of the State of New York  applicable  to
agreements made and to be performed entirely within the State of New York.

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

           IN WITNESS  WHEREOF,  the Parties have executed this  Agreement as of
the date first above written.

                                     /s/Joseph J. Bianco
                                     ------------------------------
                                     Joseph Bianco

                                     /s/John Friedman
                                     ------------------------------
                                     John Friedman

                                     /s/Peter Kaufmann
                                     ------------------------------
                                     Peter Kaufmann

                                     /s/Robert Marx
                                     ------------------------------
                                     Robert Marx

                                     /s/Elliot Newman
                                     ------------------------------
                                     Elliot Newman

                                     /s/Alvin Teller
                                     ------------------------------
                                     Alvin Teller




<PAGE>



                                    BAIN CAPITAL, INC.

                                    /s/Robert Gay
                                    ------------------------------
                                    By: Robert Gay
                                    Title: Managing Director


                                    BT CAPITAL PARTNERS, INC.

                                    /s/Robert Marakovits
                                    ------------------------------
                                       By:
                                     Title:

                                    U.S. EQUITY PARTNERS, L.P.
                                    by its general partner,
                                    W.P. Management Partners, L.L.C.

                                    /s/Vincent J. Capurso
                                    ------------------------------
                                    By:   Vincent J. Capurso
                                    Title: Vice President

                                    U.S. EQUITY PARTNERS (OFFSHORE),
                                    L.P. by its general partner,
                                    W.P. Management Partners, L.L.C.

                                    /s/Vincent J. Capurso
                                    ------------------------------
                                    By:    Vincent J. Capurso
                                    Title: Vice President

                                    WASSERSTEIN & CO., INC.

                                    /s/Vincent J. Capurso
                                    ------------------------------
                                    By:     Vincent J. Capurso
                                    Title:   Vice President








<PAGE>



                             Exhibit A


                                          Common Stock

Joseph Bianco                              7,604,250
John Friedman                                101,000
Peter Kaufmann                               315,000
Robert Marx                                   60,000
Elliot Newman                                112,000
Alvin Teller                                 760,823*
Bain Capital, Inc.                         3,306,972
BT Capital Partners, Inc.                  3,974,937
U.S. Equity Partners, L.P.                 4,903,162*
Wasserstein & Co., Inc.                    2,904,766*

















-------------------
*  Shares to be acquired upon the closing of the Acquisition
   Agreement.