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                                                                   Exhibit 10.39

                               FIRST AMENDMENT TO
                  RETAIL ACCOUNTS RECEIVABLE PURCHASE AGREEMENT

         THIS FIRST AMENDMENT ("Amendment") dated as of October 24, 1997 by and
among BALDWIN PIANO & ORGAN COMPANY, a Delaware corporation, hereinafter
referred to as "Baldwin," THE WURLITZER COMPANY, a Delaware corporation,
hereinafter referred to as "Wurlitzer," and KEYBOARD ACCEPTANCE CORPORATION
formerly known as BPO Finance Corporation, a Delaware corporation, hereinafter
referred to as "Finance" or "KAC," to that Retail Accounts Receivable Purchase
Agreement dated as of October 1, 1990 (the "Agreement").

         WHEREAS, the parties have agreed to amend the Agreement, as provided
for herein.

         NOW, THEREFORE, intending to be legally bound, the parties hereto agree
as follows:

         A. Capitalized terms used and not otherwise defined herein are used
with the meaning set forth in the Agreement. All of the parties hereby
acknowledge that Wurlitzer no longer holds any Accounts or sells Accounts
pursuant to the Agreement and is only signing this Amendment as a matter of
convenience and expediency for Baldwin and KAC.

         B. Section 9 of the Agreement is hereby amended and restated in its
entirety as follows:

         Section 9. Services and Undertakings of Baldwin.

         9.1 Until otherwise notified in writing by KAC, Baldwin agrees to:

                  (a) Accept and hold for the benefit of KAC all remittances and
         collections received by Baldwin in payment of Accounts acquired by KAC
         under this Agreement and deposit all remittances and collections as
         required of KAC under the Purchase and Administration Agreement;

                  (b) Unless otherwise instructed or permitted by KAC, not
         compromise or settle any Account, extend the time for payment for any
         Account or renew the obligations represented by any Account;

                  (c) Stamp or mark all retail installment contracts with Retail
         Account Debtors, including any such contracts to be retained by Retail
         Account Debtors, with an appropriate legend to indicate that the
         Account Debtors, with an appropriate legend to indicate that the
         Accounts have been or will be transferred to KAC, and deliver same
         (except retail installment contracts to be retained by Retail Account
         Debtors), to KAC upon its request; provided, however, that while said
         documents are in custody of Baldwin, Baldwin is authorized to hold same
         for the benefit of KAC;

                  (d) Permit KAC's agents to examine its books, records, and
         files relating to the Accounts at any and at all reasonable times, for
         the purposes of ascertaining, inspecting, and

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         verifying any and all transactions in connection therewith, and the
         status and condition thereof, and the collection of any sums thereon,
         and any other matter pertaining to this Agreement;

                  (e) Make available employees of Baldwin for purposes of
         servicing the Accounts and make available reasonably adequate office
         space and facilities at its headquarters in Loveland, Ohio for office
         personnel and records of KAC maintained to carry out the purposes of
         this Agreement;

                  (f) Furnish all necessary postage, stationery, forms,
         supplies, equipment, light, heat, telephone and telegraph services, and
         other materials and equipment at Baldwin's headquarters; and

                  (g) Purchase from KAC all Merchandise repossessed by KAC with
         respect to Accounts in default, at a price equal to the depreciated
         value at which such Merchandise is consigned and/or sold to an Eligible
         Dealer of, if the Merchandise is placed in a retail store operated by
         Baldwin, at a price equal to the depreciated value assigned to such
         Merchandise by Baldwin under its normal accounting practices consistent
         with those currently in effect.

         9.2 If Baldwin fails to perform any obligation contained herein, KAC or
         its designee may itself perform such obligation.

         9.3 Notwithstanding anything to the contrary contained herein, (a)
         Baldwin shall remain liable under any contracts and agreements with any
         Retail Account Debtor to perform all of its duties and obligations
         thereunder, (b) the exercise by KAC of any of its rights under this
         Agreement shall not release Baldwin from any of its duties or
         obligations pursuant to any contract or agreement relating to any
         Account, and (c) KAC shall not have any obligation or liability with
         respect to any Account or Retail Account Debtor by reason of this
         Agreement or be obligated to perform any of the obligations or duties
         of Baldwin thereunder.

         C. Except as expressly modified hereby, the Agreement remains unaltered
and in full force and effect. Each party acknowledges that the other parties
have made no oral representations to it with respect to the Agreement and this
Amendment thereto and that all prior understandings between the parties are
merged into the Agreement as amended by this writing.

         D. This Amendment shall be considered an integral part of the
Agreement, and all references to the Agreement in the Agreement itself or any
document referring thereto shall, on and after the date of execution of this
Amendment, be deemed to be references to the Agreement as amended by this
Amendment.

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         IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed in duplicate by their duly authorized officers on the day and year
first above written.

                                            BALDWIN PIANO & ORGAN COMPANY

                                            By:   /s/ Perry H. Schwartz
                                               -------------------------------
                                            Its:  Executive Vice President
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                                            THE WURLITZER COMPANY

                                            By:   /s/ Perry H. Schwartz
                                               -------------------------------
                                            Its:  Executive Vice President
                                                ------------------------------


                                            KEYBOARD ACCEPTANCE CORPORATION
                                            fka BPO Finance Corporation

                                            By:  /s/ George C. Huebner
                                               -------------------------------
                                            Its: President
                                                ------------------------------

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