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ALLIANCE DISTRIBUTORS HOLDING INC. AND ABRAMS/ GENTILE ENTERTAINMENT INC. TO SET UP JOINT VENTURE

JOINT VENTURE TO DEVELOP AND BRING NEW PRODUCTS TO MARKET

College Point, New York - June 08, 2005 - Alliance Distributors Holding Inc. (OTC Bulletin Board: ADTR), a distributor of interactive video games and gaming products, announced today that it has entered into a joint venture with Abrams/Gentile Entertainment Inc. to develop, manufacture, market and sell consumer electronic and video game products.

"We think that we can improve our margins by adding our own brand of products to the third party products that we already offer to our customers.

The success of Abrams/Gentile Entertainment Inc. in developing and licensing products makes them the right partner for us to team up with," said David Devor, Vice President of Marketing and Business Development for Alliance Distributors.

About Alliance Distributors Holding, Inc.

Alliance Distributors Holding Inc., (www.alliancedistributors.com) which does business as Alliance Distributors, is a full service wholesale distributor of interactive video games and gaming products for all key manufacturers and 3rd party publishers in the video game industry. Alliance Distributors offers comprehensive support on Playstation 2, PS1, PSP, X-Box, Game Cube, Nintendo DS and GameBoy systems, peripherals and software titles.

About Abrams/Gentile Entertainment Inc.

Abrams/Gentile Entertainment, Inc (AGE, Inc.) is a full service entertainment company which develops, creates and produces youth consumer products and family brand entertainment. Founded in 1986, AGE has created and developed many best-selling products and programs including the Power GloveTM, Sky Dancers®, Dragon Flyz®, Kinder-Garden Babies®, Bucky

O'HareTM and Shining StarsTM. AGE has also created and produced over 150 half-hours of award-winning children's television programming including such shows as Jellybean JungleTM, Happy NessTM, Sky Dancers®, Dragon Flyz®, and Van-PiresTM along with interactive games for Nintendo produced with Konami and Crave Entertainment. For more information visit the company's website at http://www.ageinc.com.

Safe Harbor

Certain of the above statements contained in this press release may contain forward-looking statements which are intended to be covered by the safe harbors created thereby investors are cautioned that all forward-looking statements involve risks and uncertainty. Actual results, events and circumstances (including future performance, results and trends) could differ materially from those set forth in such statements due to various factors, risks and uncertainties, including but not limited to, risks associated with technological change, competitive factors and general economic conditions. The Company has no duty and undertakes no obligation to update such statements.

Contact:

David Devor

Alliance Distributors Holding Inc.

718-747-1500 x 117

david@alliancedis.com

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