EXHIBIT 16 AGREEMENT WITH RESPECT TO THE JOINT FILING OF SCHEDULE 13 D The undersigned agree, in accordance with the provisions of Regulation Section 240.13d-1 (f) (1) of the Securities Exchange Act of 1934, as amended (the "Act") to the joint filing...

                                                                      EXHIBIT 16

           AGREEMENT WITH RESPECT TO THE JOINT FILING OF SCHEDULE 13 D


               The undersigned agree, in accordance with the provisions of
Regulation Section 240.13d-1 (f) (1) of the Securities Exchange Act of 1934, as
amended (the "Act") to the joint filing of Schedule 13D of the Act pertaining to
their ownership of securities of Alliance Entertainment Corp., a Delaware
corporation. The undersigned further agree, each person or entity on whose
behalf such statement is filed is responsible for its timely filing and for the
timely filing of any amendment thereto and for the completeness and accuracy of
the information concerning each person or entity contained therein.

               This Agreement may be executed in 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 undersigned executed this Agreement this
20th day of December, 1996.



                                            XXXXXXXXXXX XXXXXXX GROUP, INC.


                                             By /s/ Xxxxx X. Xxxxxxxxx
                                               --------------------------------
                                                  Name: Xxxxx X. Xxxxxxxxx
                                                  Title: Chief Financial Officer
                                                           and Secretary


                                             XXXXXXXXXXX & CO., INC.


                                             By /s/ Xxxxx X. Xxxxxxxxx
                                               --------------------------------
                                                  Name: Xxxxx X. Xxxxxxxxx
                                                  Title: Secretary and Treasurer



                                             WP MANAGEMENT PARTNERS, L.L.C.

                                             By /s/ Xxxxx X. Xxxxxxxxx
                                               --------------------------------
                                                  Name: Xxxxx X. Xxxxxxxxx
                                                  Title: Secretary


                                          CYPRESS VENTURES, INC.


                                          By /s/ Xxxxx X. Xxxxxxxxx
                                            --------------------------------
                                               Name: Xxxxx X. Xxxxxxxxx
                                               Title: Secretary and Treasurer



                                          U.S. EQUITY PARTNERS, L.P.

                                          By:  WP MANAGEMENT PARTNERS, L.L.C.
                                            ----------------------------------
                                          Its Sole General Partner


                                          By /s/ Xxxxx X. Xxxxxxxxx
                                            -----------------------------------
                                               Name: Xxxxx X. Xxxxxxxxx
                                               Title: Secretary



                                          U.S. EQUITY PARTNERS (OFFSHORE), L.P.

                                          By:  WP MANAGEMENT PARTNERS, L.L.C.
                                            ----------------------------------
                                                 Its Sole General Partner


                                          By /s/ Xxxxx X. Xxxxxxxxx
                                            ----------------------------------
                                               Name: Xxxxx X. Xxxxxxxxx
                                               Title: Secretary