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                                                                   EXHIBIT 10.49

                              AMENDED AND RESTATED
                      AMENDMENT AND SUPPLEMENTAL AGREEMENT

         This Amended and Restated Amendment and Supplemental Agreement dated
as of January 1, 1997 is entered into between Baldwin Piano & Organ Company
("Baldwin"), with its principal office at 422 Wards Corner Road, Loveland, Ohio
45140-8390, and GeneralMusic S.p.A., with its principal office at Via Delle
Rose 12, 47048 S. Giovanni in Marignano (FO) Italy ("GM"), and supersedes and
replaces in its entirety that Amendment and Supplemental Agreement dated as of
December 31, 1996 between Baldwin and GM.

                              W I T N E S S E T H

         WHEREAS, Baldwin and GM are party to that certain Distribution
Agreement effective as of July 1, 1995 (the "Distribution Agreement"), pursuant
to which Baldwin became the exclusive distributor in the Territory of certain
electronic musical instruments and products manufactured by GM; and

         WHEREAS, Baldwin and GM mutually desire to continue and expand their
business relationship as established under the Distribution Agreement and to
clarify and modify certain aspects of that relationship as set forth in this
Amended and Restated Amendment and Supplemental Agreement.

         NOW, THEREFORE, in consideration of the mutual agreements contained
herein, and for other good and valuable consideration, Baldwin and GM agree as
follows

         1. Definitions. All capitalized terms used herein and not expressly
defined herein have the meaning ascribed to such terms in the Distribution
Agreement.

         2. Inventory Repurchase. GM acknowledges that Baldwin has purchased
quantities of certain Products in excess of the amounts that Baldwin reasonably
expects to sell on a current basis. Baldwin and GM have reviewed such
inventories and agree that no later than January 6, 1997 Baldwin shall provide
GM with a written list of the exact quantities of Products that constitute
excess inventory (the "Excess Inventory"), which list shall contain the serial
numbers, models and the standard cost value purchase price that Baldwin paid GM
for each such item. In order to facilitate Baldwin's capacity to purchase
quantities of other Products for which there is greater current customer
demand, GM hereby agrees to purchase from Baldwin effective as of December 31,
1996 the Excess Inventory at the same purchase price that Baldwin paid GM for
such Products, not to exceed $2.20 million in the aggregate. The amount due to
Baldwin for such Excess Inventory shall be payable pursuant to the terms of a
promissory note (in the form of Exhibit A hereto) issued by GM in favor of
Baldwin having a principal amount equal to the purchase price of the Excess

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Inventory (the "Inventory Note"). The Inventory Note shall have a term of 12
months and shall be non-interest bearing. Upon any repurchases by Baldwin of
Products constituting Excess Inventory, the amount of the Inventory Note
immediately shall be reduced by the purchase price of such Products. No less
frequently than monthly (or on such other periodic basis as GM may reasonably
request), Baldwin shall provide GM with a reconciliation statement reflecting
all items of Excess Inventory repurchased by Baldwin and the items of Excess
Inventory remaining to be repurchased. Baldwin agrees to use its good faith
best efforts to repurchase the Products constituting Excess Inventory prior to
the maturity of the Inventory Note and to repurchase such Products prior to
ordering additional Products of the same model pursuant to any new purchase
orders issued by Baldwin to GM. Any amount remaining outstanding under the
Inventory Note as of its maturity date shall, at GM's option, (a) be paid in
cash ($U.S. dollars) by GM to Baldwin, (b) be satisfied by the return to
Baldwin of all items constituting Excess Inventory which have not previously
been repurchased by Baldwin, or (c) be satisfied through a combination of the
payment methods specified in the foregoing clauses (a) and (b) in such
respective amounts as mutually agreed upon by Baldwin and GM.

         3. 1996 Year-End Purchases. Baldwin and GM agree that for all
purchases of Products by Baldwin from GM made during the period September 1,
1996 through December 31, 1996, Baldwin shall pay the purchase price within 180
days of the date of purchase (i.e. the date on which the Products were shipped
from Italy), with interest payable at the rate of 7% per annum commencing on
the thirtieth day after the purchase. Such payment shall be secured by an
irrevocable letter of credit in such amount issued by a financial institution
reasonably acceptable to GM on the date that Baldwin makes such purchases. The
letter of credit shall be in full force and effect for a period of at least 190
days from its issuance and shall provide that GM may draw upon it on and after
any date that Baldwin does not timely make a required payment of purchase
price.

         4. Consignment. Baldwin and GM agree that beginning January 1, 1997,
GM shall ship all Products ordered by Baldwin after January 1, 1997 to Baldwin
on a consignment basis. Such Products shall be shipped directly from GM to
Baldwin and GM shall invoice its importer, GeneralMusic Chicago ("GM Chicago").
GM Chicago shall in turn invoice Baldwin for such Products, collect the
payments made by Baldwin (at the times required by and on the terms set forth
in this Section 4) and then remit such payments to GM. In addition, all
Products constituting Excess Inventory shall be held by Baldwin on consignment.
For all Products held by Baldwin on consignment (except for the Excess
Inventory), Baldwin shall pay GM an inventory service fee of 8% per annum. Such
fee shall be calculated on a monthly basis (0.67% per month) based on the
purchase price of consigned Products held by Baldwin on the first business day
of each month and shall be payable to GM ten days thereafter. Baldwin shall
conduct a physical inventory of all consigned Products on the first business
day of each month and up to two designated representatives of GM may
participate, if GM so desires.  Based upon such physical inventory, Baldwin
shall be deemed to have purchased all Products that have been removed from
inventory since the previous month's physical inventory and Baldwin shall be
required to pay GM the purchase price for such Products. Furthermore, Baldwin
agrees to purchase from GM any Products that have been consigned to Baldwin and
remain in consignment inventory in excess of twelve months. All such

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purchases shall be at the agreed upon purchase price pursuant to the prices in
effect pursuant to the Distribution Agreement at the time of shipment of such
Products to Baldwin. Each payment of purchase price that becomes payable
pursuant to this Section 4 shall be payable within 30 days of the monthly
physical inventory to which it relates.

         5. Consignment Letter of Credit. At all times that Baldwin holds
Products on consignment from GM, Baldwin shall maintain an irrevocable letter
of credit issued by a financial institution reasonably acceptable to GM. The
amount of such letter of credit shall equal the purchase price of all consigned
Products (except for the Excess Inventory), adjusted on a monthly basis
reflecting the results of the most recent physical inventory of consigned
Products. The letter of credit shall provide that either GM or GM Chicago may
execute and draw upon it on and after any date that Baldwin does not timely
make a required payment of purchase price to the extent of any such unpaid
purchase price.

         6. Warehouse Space; Storage and Signage for Consigned Inventory.
Baldwin shall hold all consigned Products in Baldwin's warehouse facilities in
Greenwood, Mississippi or other mutually agreed upon facilities at no cost or
risk to GM. Baldwin shall maintain insurance on all such Products consistent
with the amount and type of insurance that Baldwin maintains on its
non-consigned inventories of Baldwin products. In no event shall the amount of
such insurance be less than the purchase price of the consigned Products and
Baldwin shall designate GM as an additional insured and loss payee on such
insurance. Baldwin shall be responsible for all warehouse management and
handling of consigned Products, at Baldwin's expense. Baldwin shall warehouse
all consigned Products separate from any and all other Products purchased by
Baldwin from GM and not consigned to Baldwin, and separate from any and all
other instruments and items either manufactured by Baldwin or sold to Baldwin
by any third party. Baldwin shall further place appropriate signage in all such
segregated areas in its warehouse where consigned Products may be located,
which signage shall clearly indicate that the Products in those areas are held
by Baldwin on consignment from GM. From time to time, designated GM
representatives shall have the right to inspect such warehouse facilities,
procedures and the consigned Products themselves during normal business hours
upon reasonable advance notice to Baldwin. All Products shall be shipped F.O.B.
Baldwin warehouse.

         7. Effective Date. This Amended and Restated Amendment and
Supplemental Agreement shall be effective as of December 31, 1996 upon the
execution hereof by both Baldwin and GM.

         8. Continuing Agreement. Other than as set forth in this Amended and
Restated Amendment and Supplemental Agreement, the terms and conditions of the
Distribution Agreement shall remain in full force and effect. To the extent
that any ambiguity or conflict arises in the interpretation of the Distribution
Agreement and this Amended and Restated Amendment and Supplemental Agreement,
the terms and conditions of this Amended and Restated Amendment and
Supplemental Agreement shall control.

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         9. Governing Law. The validity, construction and performance of this
Amended and Restated Amendment and Supplemental Agreement shall be governed by
and interpreted in accordance with the laws of the State of Ohio.

         IN WITNESS WHEREOF, the parties have executed this Amended and
Restated Amendment and Supplemental Agreement as of the date set forth above.

                                          BALDWIN PIANO & ORGAN COMPANY

                                          /s/ STEPHEN P. BROCK

                                          BY:   Stephen P. Brock
                                              -----------------------------
                                          TITLE: Senior Vice President
                                                 --------------------------


                                          GENERALMUSIC S.p.A.

                                          /s/ M. GALANTI

                                          BY:   M. Galanti
                                              -----------------------------
                                          TITLE: Managing Director
                                                 --------------------------

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