ALLEN ORGAN COMPANY
               EXECUTIVE BONUS PROGRAM AGREEMENT

          AGREEMENT, made and entered into this 1st  day of
August, 1999, by and between ALLEN ORGAN COMPANY, a corporation
organized under the laws of the Commonwealth of Pennsylvania, and
having its principal place of business at 150 Locust Street,
Macungie, Pennsylvania 18062 (hereinafter referred to as
"Employer") and Dwight A. Beacham, currently residing 49 North
Sycamore Street, Macungie, PA 18062 (hereinafter referred to as
"Executive").

                        WITNESSETH THAT:

          WHEREAS, the Employer employs the Executive in the
position of Vice President of Product Development; and

          WHEREAS, the Executive has provided valuable services
to the Employer; and

          WHEREAS, the President or his designee of the Employer
believe it is in the Employer's best interest to retain the
Executive's services; and

          WHEREAS, the Executive wishes to enter into an
agreement that will provide additional compensation in the future
subject to the Executive fulfilling the terms and conditions of
this agreement.

          NOW, THEREFORE, in consideration of the premises, and
for other good and valuable consideration, receipt of which both
parties hereby acknowledge, the Employer and the Executive
mutually agree as follows:

                           ARTICLE 1.

          Contributions/Deferred Compensation Account

          1.01.  Beginning on August 1, 1999 and continuing
thereafter prior to April of each year ("Contribution Date"), the
Employer may credit a discretionary sum based on the  decision of
the President or his designee of the Employer ("Deferred Amount")
to a deferred compensation account ("Account") established for
the Executive.

          If the Executive shall remain in the employment of the
Employer until the "Retirement Date" hereinafter defined in
Article 2.01, then in such event, he shall be entitled to receive
those retirement benefits from the Employer based upon the
Employer's contributions accumulated at an assumed pre-retirement
interest rate, equal to the annual prime rate of interest as
stated in the Wall Street Journal on December 31 of each calendar
year, not to exceed 9% in any year.

          Unless otherwise elected by the Employer, no amount
will be credited to the Account on or after any Contribution Date
if the Executive was not employed on a full time basis during the
entire period between Contribution Dates.

          If there is an extraordinary gain on the sale of an
asset of the Employer, defined as a gain in excess of $500,000
per transaction, the Employer may contribute a discretionary
amount to your account, determined based upon, among other
things, your years of service with the Employer, your involvement
with the asset sold, and any other contributing factor that the
President or his designee of the Employer deem appropriate.

          1.02.  Deferred amounts will be invested in such
assets, including money markets, mutual funds, or single and/or
joint life insurance policies, as the Employer may select from
time to time.  All such assets ("Account Assets") will be
identified and allocated to the Account for the sole purpose of
measuring the Account's value, and will remain part of the
Employer's general assets and subject to the claims of the
Employer's creditors.  Account Assets shall be valued at their
fair market value without regard to any liens, security interests
or loans, except for loans used to pay benefits.  Any life
insurance policy will be valued at its cash surrender value until
a death benefit is payable, at which point the value of the
Account will be based on the death benefit received by the
Employer rather than the policy's cash surrender value.  In
construing the preceding sentence, if a life insurance policy is
subject to a split-dollar agreement, the death benefit received
by the Employer shall equal the amount paid to the Employer under
the split-dollar agreement.

          1.03.  It is understood and agreed that the Employer
will have all right, title and interest in all assets used to
measure the value of the Account, and that neither the Executive
nor his or her heirs, beneficiaries or creditors shall have any
right, title or interest in any of the Employer's assets as a
result of this Agreement, whether or not the asset is used to
measure the value of the Account.  The Employer is free to select
the source of the payment of any benefits under this Agreement,
without any obligation to use any particular asset or assets.  At
no time will the creditor status of the Executive, or of any
person or entity claiming benefits under this Agreement, be
greater than that of an unsecured general creditor of the
Employer.  This Agreement constitutes an unsecured promise by the
Employer to pay benefits.  It is the intention of the parties
that, in form, substance and operation, this Agreement will
constitute an "unfunded" deferred compensation program under the
Employee Retirement Income Security Act of 1974, as amended, and
the Internal Revenue Code of 1986, as amended.

                           ARTICLE 2.

                       Retirement Benefit

          2.01.  A retirement benefit will be paid upon the
Executive's retirement on or after attaining age sixty-two (62).

          2.02.  The Account will be paid in installments over a
period of 10 years.  The first installment will be made thirty
(30) days following the date of the Executive's retirement.
Interest will accrue on unpaid installments equal to the annual
prime rate of interest minus three percentage (3%) points on
December 31st of each calendar year, not to exceed six percent
(6%) in any year.

          2.03.  No later than 90 days prior to retiring, the
Executive may elect to have the Account paid in one of the
following installment options: annual payments, quarterly
payments, or monthly payments.  In default of the Executive's
election, the Employer will elect the form of payment.

          2.04.  The amount of each installment will be
calculated as follows.  For the first year of retirement, the
value of the Account on the date of retirement shall be divided
by the number of remaining years of payment to determine the
annual benefit ("Annual Benefit") for that year.  On each
respective yearly anniversary date of the Executive's retirement,
the divisor shall be reduced by one to arrive at a particular
year's Annual Benefit.  The value of the Account shall be divided
by the divisor so obtained in order to determine the annual
Benefit for that year.  As a result of this annual reduction in
the divisor, the divisor for the last Annual Benefit will be one.
To arrive at the amount of each installment, each year's Annual
Benefit shall be divided by the number of installments for that
year.  Notwithstanding, the final installment payment shall equal
the remaining balance of the Account.

          2.05.  If the Executive dies before the Account has
been paid in full, any remaining installments may either be paid
in a lump sum at the option of the Employer or continue to be
paid for the remainder of the installment period, to the
Executive's designated beneficiary; if there is no designated
beneficiary, to the Executive's estate.

                           ARTICLE 3.

                  Pre-retirement Death Benefit

          3.01.  A pre-retirement death benefit will be paid if
the Executive dies prior to retirement as defined in Article 2,
provided the Executive is employed by the Employer at the time of
death.

          3.02.  The Account will be paid in a single payment or
a series of payments as determined by the Employer.  If the value
of the Account is measured by a policy or policies insuring the
Executive's life, and a death benefit is payable as a result of
the Executive's death, the single payment will be made thirty
(30) days following the Employer's receipt of its share of life
insurance death benefits.  Otherwise, the payment(s) will begin
within thirty (30) days after the Executive's death.
Notwithstanding the foregoing provisions of this Section, the
Employer will retain any benefit payable to the Executive's
estate until the appointment of an executor or administrator.

          3.03.  The provisions of Section 2.04 shall apply to
the calculation of each installment, except that the value of the
Account shall be calculated on the date of the Executive's death
with adjustments as provided in Section 1.02 for life insurance
death benefits.

          3.04.  Payments made under this Article 3 shall be made
to the Executive's designated beneficiary or, if there is no
designated beneficiary, to the Executive's estate.

                           ARTICLE 4.

                    Termination of Employment

          4.01.  If the Executive's employment terminates, other
than as a result of death, prior to retirement as provided in
Article 2, the Executive's vested benefits (determined at the
date of termination of employment) will be paid upon the
Executive's attainment of age 62 in accordance with Article 2.
If the Executive's employment terminates as a result of death,
benefits will be paid under Article 3 and not this Article.

          4.02.  Initial vesting is based on years of service as
an Executive with the Employer.  Thereafter, a five-year vesting
schedule applies to each contribution to the Program (hereinafter
defined).  Contributions are 20% vested after one year of
service, 40% after 2 years of service, 60% after 3 years of
service, 80% after 4 years of service and 100% after 5 years of
service.

          4.03.  Notwithstanding the provisions of Section 4.02,
the vesting percentage will be 100 if the Executive's employment
terminates due to total disability.  The Executive will be deemed
totally disabled if, due to bodily injury occurring or mental or
physical disease originating while this Agreement is in force, he
is determined to be disabled based on the definition of
disability as defined in the insurance policy currently in force
with the Employer at the time of disability.

          4.04.  Notwithstanding the provisions of Section 4.02,
the vesting percentage will be 100 if the Executive's employment
terminates due to a "Change in Control."  A Change in Control
means the occurrence of (i) a person (including a group as
defined in Section 13(d)(3) of the Securities Exchange Act of
1934) becoming, directly or indirectly, the beneficial owner (as
defined under the Securities Exchange Act of 1934) of fifty
percent (50%) or more of the voting shares of common stock of the
Employer, or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constituted the
Board of Directors of the Employer (the "Board"), ceasing for any
reason to constitute at least a majority of the Board unless the
election of each director of the Board, who was not a director of
the Board at the beginning of such period, was approved by a vote
of at least two-thirds of the directors then still in office who
were directors at the beginning of such period, or (iii) the
Employer merging or consolidating with or having its assets
purchased by another corporation and as a result of such merger,
consolidation or sale of assets, less than a majority of the
outstanding voting stock of the surviving, resulting or
purchasing corporation being owned, immediately after the
transaction, by the holders of the voting stock of the Employer
outstanding immediately before the transaction.  Notwithstanding
the foregoing, a Change in Control will not be deemed to occur
due to the transfer of shares of common stock of the Employer
between individuals who are related within two (2) degrees of
consanguinity by will, gift or trust transferred pursuant to the
laws of descent and distribution of the Commonwealth of
Pennsylvania or pursuant to an agreement to purchase or sell such
common stock of the Employer.

          4.05.  The Employer will pay any benefit payable under
this Article 4 in the same installments as defined in
Article 2.02 thirty (30) days following the date of termination
of employment.

          4.06.  Notwithstanding anything contained herein to the
contrary, if the President or his designee determines that an
Executive has committed an act of embezzlement, fraud,
dishonesty, nonpayment of any obligation owed to the Employer, or
an Executive makes an unauthorized disclosure of any Employer
trade secret or confidential information, engages in any conduct
constituting unfair competition, induces any Employer customer to
breach a contract with the Employer or induces any principal for
whom the Employer acts as agent to terminate such agency
relationship, neither the Executive nor his or her estate shall
be entitled to a distribution of any amounts under the Program
whatsoever.

                           ARTICLE 5.

                     Hardship Distributions

          5.01.  While employed by the Employer, the Executive
may apply to the Program Administrator (hereinafter defined) for
a hardship distribution.  A hardship distribution can be made
only for an unforeseeable emergency or for education for the
Executive or Executive's dependents.  The term "unforeseeable
emergency" means a severe financial hardship to the Executive or
his dependent resulting from a sudden and unexpected illness or
accident, loss of the Executive's property due to casualty, or
other similar extraordinary and unforeseeable circumstances
arising as a result of circumstances beyond the Executive's
control.  Except for hardship distributions for education
expenses, no payment will be made to the extent other
alternatives to relieve the hardship are reasonably available to
the Executive such as the sale of assets, or other borrowings or
loans.

          5.02.  The maximum amount which will be applicable to
the hardship distribution shall be limited to 50% of the
Executive's vested Account balance at the time of distribution to
a maximum of $100,000.

          5.03.  The value of the Account will be reduced by any
hardship distribution.

                           ARTICLE 6.

                        Claims Procedure

          6.01.  The Executive or his or her beneficiary
("Claimant"), or duly authorized representative, must file a
claim for benefits in writing with Nathan S. Eckhart, the
Employer representative, who for purposes of this Agreement is
referred to as the Program Administrator.  The Employer reserves
the right to change the Program Administrator from time to time,
and will notify the Executive of any such change.

          6.02.  If the claim is denied in whole or in part,
written notice of the decision will be furnished to the Claimant
within a reasonable time after receipt of the claim.  The notice
will be prepared in a manner calculated to be understood by the
Claimant and will (1) state the specific reason or reasons for
the denial, (2) refer specifically to the pertinent Program
provisions on which the denial is based, (3) describe any
additional material or information necessary for the Claimant to
perfect a claim and an explanation as to why such material or
information is necessary, and (4) provide appropriate information
as to the steps to be taken by the Claimant if the Claimant
wishes to submit the claim for review.

          6.03.  A denied claim is appealable to the Program's
Named Fiduciary for review.  Allen Organ Company is the Program's
Named Fiduciary.  The Employer reserves the right to change the
Named Fiduciary from time to time.  The Claimant, or the
Claimant's duly authorized representative, must request a  review
in writing no later than sixty (60) days after receipt of notice
of denial of the claim.  The Claimant, or the Claimant's duly
authorized representative, may review pertinent documents and
submit issues and comments in writing.  The Named Fiduciary may,
at his discretion, hold a hearing.  The Named Fiduciary will make
a written decision following receipt of the request for review.
Absent special circumstances, the decision will be, made no later
than sixty (60) days following receipt of the request for review.
The decision on review will include specific reasons for the
decision and will be written in a manner calculated to be
understood by the Claimant.  The decision will also include
specific references to the pertinent Program provisions on which
the decision is based.

                           ARTICLE 7.

                          Miscellaneous

          7.01.  Neither the Executive nor any beneficiary or
creditor of the Executive shall have any right of anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance,
attachment or garnishment.  In the event of an attempted
assignment, alienation, sale, pledge or transfer, the Employer
shall have no further liability or responsibility for the payment
of benefits.

          7.02.  The term "beneficiary" includes any person,
trust or other entity, including the plural, last designated in
writing by the Executive and filed with the Program
Administrator.  The Executive may revoke or change any
beneficiary designation, in whole or in part, without the
beneficiary's consent.

          7.03.  The Named Fiduciary and designated Program
Administrator shall have the discretionary authority to interpret
the terms of this Agreement.

          7.04.  This Agreement may be amended or revoked, in
whole or in part, only by the written agreement of the Employer
and the Executive.

          7.05.  This Agreement is binding on the parties, as
well as their beneficiaries, heirs, and successors.

          7.06.  This Agreement will be executed in duplicate,
with one copy retained by each party.  Both copies shall be
considered an original copy and together shall constitute one and
the same Agreement,

          7.07.  This Agreement shall be governed by the laws of
the Commonwealth of Pennsylvania.

                              ALLEN ORGAN COMPANY
                              (Employer)

Attest:                       By /s/ STEVEN MARKOWITZ
                                     Steven Markowitz

/s/ LEONARD W. HELFRICH       Title: President
Leonard W. Helfrich, Sec.

                                 /s/ DWIGHT A. BEACHAM
                                     Dwight A. Beacham (Executive)


<PAGE>
        ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT


INSURER:                        John Hancock Variable Life Insurance Company

POLICY NUMBER:                  51398001

INSURED/EMPLOYEE:               DWIGHT A. BEACHAM

POLICYOWNER/CORPORATION:        ALLEN ORGAN COMPANY

EFFECTIVE DATE OF AGREEMENT:    August 1, 1999

The   respective  rights  and  duties  of  the  Corporation   and
Insured/Employee in the subject policy shall be as defined in the
following numbered paragraphs, namely:

I.      DEFINITIONS

"DEATH PROCEEDS":  Death Proceeds as used in this Agreement shall
mean  Specified  Amount,  described as Option  1  in  the  policy
contract;

"CASH VALUES":  Cash Values as used in this Agreement shall mean:

For Purposes of Policy Surrender - The Cash Surrender Value, as
that term is defined in the policy contract.

For Purposes Of Measuring Premium Payments And Obligations -
Accumulated Value or Policy Account Value, as that term is
described in the policy contract.

"PLANNED  PERIODIC  PREMIUM":  shall  mean  that  premium   level
selected by the parties subject to the Insurer's minimum  premium
requirements.

II.     POLICY TITLE AND OWNERSHIP

Title  and Ownership shall reside in the Corporation for its  use
and for the use of Insured all in accordance with this Agreement.
The  Corporation  alone  may,  to the  extent  of  its  interest,
exercise  the  right  to borrow or withdraw on  the  policy  cash
values.  Where the Corporation and Insured (or his assignee, with
the  consent of the Insured) mutually agree to exercise the right
to  increase the coverage under the subject Split Dollar  Policy,
then,  in  such  event, the rights, duties and  benefits  of  the
parties  to such increased coverage shall continue to be  subject
to the terms of this Agreement.

Notwithstanding  any  provision  hereof  to  the  contrary,   the
Corporation shall have the sole authority to direct the manner in
which  the Policy Account (as such term is defined in the Policy)
established  pursuant  to  the  terms  of  the  Policy  shall  be
allocated among the various investment options from time to  time
available  under  the Policy and to change such  allocation  from
time to time, as provided for in the Policy.

III.        BENEFICIARY DESIGNATION RIGHTS

Insured/Employee (or his assignee) shall have the right and power
to  designate a beneficiary or beneficiaries to receive his share
of  the  proceeds payable on the death of the insured but subject
to  any  right  or  interest the Corporation  may  have  in  such
proceeds as provided in this Agreement.

IV.     PREMIUM PAYMENT METHOD

Planned Periodic premium shall be paid annually as of the date of
issue and upon each subsequent premium due date.  The Corporation
shall pay an amount equal to the Planned Periodic Premium due.

The  Employee shall be charged with taxable income by  reason  of
the  economic  benefit of the insurance protection  received,  as
determined  under Revenue Rulings 64-328, l964-2 C.B.ll  and  66-
ll0, l966-l C.B.  l2.  The Corporation shall furnish the Employee
a  statement on Form W-2 of his or her taxable income,  including
income, received under this Plan.

V.      ASSUMPTION  OF PREMIUM PAYMENT OBLIGATION  BY  THE  OTHER
        PARTY

In  the event either the Corporation or Insured/Employee (or  his
assignee)  fails  to fulfill the obligation to  pay  premiums  as
contemplated in Paragraph IV., the other  may freely assume  such
obligation  in which event the rights under the policy  shall  be
altered in the manner described in Paragraph VIII.

VI.     DIVISION OF DEATH PROCEEDS OF POLICY

The  division of death proceeds of the policy, when premiums  are
paid in strict accord with Paragraph IV. and when insured's death
occurs  before  the end of the grace period for  any  premium  in
default, is as follows:

     A.(1)     Prior  to  The  Insured's  reaching  age  62,   or
     retirement age, if later:
                 The  Insured's Beneficiary, (or his assignee's),
        beneficiary(s), designated in accordance  with  Paragraph
        II.,  shall be entitled to a minimum of $400,000  of  the
        policy proceeds, if available.  The amount payable to the
        Insured/Employee's   Beneficiary  shall   be   determined
        annually  by the President of the Company, but shall  not
        be   less  than  $400,000  of  the  policy  proceeds,  if
        available.

     A.(2)    Post  The  Insured's  attainment  of  age  62,   or
     retirement age, if later:
                 The  Insured's Beneficiary, (or his assignee's),
        beneficiary(s), designated in accordance  with  Paragraph
        II.,  shall  be  entitled  to a  amount  which  shall  be
        determined annually by the President of the Company.

     B.   Corporation/Assignee shall be entitled to the remainder
     of  such proceeds, less, any indebtedness determined  as  of
     the date of death.

     C.  Corporation and Insured's Beneficiary (or his assignees)
     shall  share  in any interest due on the death  proceeds  as
     their  respective  share  of the proceeds  as  above-defined
     bears to the total proceeds excluding such interest.

     D.   In the event the Insured's death shall be the result of
     suicide within a two year period following the issuance of a
     life  insurance  policy insuring Employee's life  or  should
     Employee  be found to have committed fraud in completion  of
     the  insurance application, then no death benefits shall  be
     payable to Employee or his designated beneficiary.


VII.    DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY

Division of the cash surrender value of the policy, when premiums
are  paid  in strict accord with Paragraph IV. and when surrender
occurs not later than sixty days after due date of any premium in
default, are as follows:

The  Corporation  shall be entitled to an  amount  equal  to  the
policy's  cash  value,  as that term is  defined  in  the  policy
contract,  less  any  policy loans and unpaid  interest  or  cash
withdrawals  previously  incurred  by  the  Corporation  and  any
applicable  policy surrender charges.  Such cash value  shall  be
determined as of the date of Surrender.

VIII.   PARTIES' RIGHTS WHERE PREMIUM PAYMENT VARIATIONS EXIST

When  premiums are not paid in strict accord with Paragraph  IV.,
division of death proceeds or net cash value of the policy, as in
either  case  is defined in Paragraph VI. or VII.,  shall  be  as
follows:

A.In  the  event the Corporation should pay less in the aggregate
  than  the  share of planned periodic premiums,  as  defined  in
  Paragraph  IV., then the Corporation's share of death  proceeds
  or  of  the net cash value of the policy on surrender shall  be
  decreased within the limits of such proceeds or cash value,  as
  the  case  may  be,  by  the  total amount  of  such  decreased
  premiums.    The  Insured's  (or  his  assignee's)   designated
  beneficiary,  in  the event of death, and the Insured  (or  his
  assignee), in the event of surrender, shall be entitled to  any
  remainder of proceeds or net cash value.

B.Alternatively,  should  the  Corporation  pay   more   in   the
  aggregate than its share of premiums defined in Paragraph  IV.,
  then  the  Corporation's share of death proceeds  or  the  cash
  value of the policy on surrender shall be increased within  the
  limits  of such proceeds or cash value, as the case may be,  by
  the  total  amount of such increased share does not exceed  the
  sum  of the Corporation's premiums paid.  The Insured's (or his
  assignee's  designated beneficiary, in the event of death,  and
  the  Insured  (or  his  assignee), in the event  of  surrender,
  shall be entitled to any remainder of cash value.

IX.     NONFORFEITURE DEATH PROCEEDS

The   Corporation's  share  of  death  proceeds  payable  on  the
Insured's death while the policy is in force under any of its non-
forfeiture provisions shall be an amount equal to the excess,  if
any,  of  Corporation's share of the policy's cash value  at  the
date of default in premium payment (such share determined in  the
manner  prescribed in Paragraphs VI. or VIII. in relation to  the
facts  presented)  over any indebtedness against  the  policy  at
Insured's  death.   The  designated  beneficiary(ies)  shall   be
entitled to any remainder of such proceeds.

X.      NONFORFEITURE CASH VALUE

The Corporation's share of the cash value payable on surrender of
the  policy  while it is in force under any of its non-forfeiture
provisions  shall be an amount equal to the lesser of:   (a)  the
cash value at date of surrender less any policy surrender charge,
or  (b)  the  excess, if any, of the Corporation's share  of  the
policy's cash value in the manner prescribed in Paragraphs  VII.,
VIII.  of  IX.  in  relation  to the  facts  presented  over  any
indebtedness on the policy at date of surrender.  Insured (or his
assignee) shall be entitled to any remainder of such cash value.



XI.     PREMIUM WAIVER

If  the  policy contains a premium waiver provision or waiver  of
monthly  deduction, such waived amounts shall be  considered  for
all purposes of this Agreement as having been paid by Insured (or
his assignee).

XII.    RIGHTS  OF  PARTIES  WHERE POLICY  ENDOWMENT  OR  ANNUITY
        ELECTION EXISTS

In  the event the subject policy involves as endowment or annuity
element,  the  Corporation's right and interest in any  endowment
proceeds  or  annuity benefits, on expiration  of  the  deferment
period,  shall  be  determined  under  the  provisions  of   this
Agreement  by  regarding such endowment proceeds or the  commuted
value  of  such annuity benefits as the policy's net cash  value.
The Corporation's right and interest in endowment proceeds or  in
annuity  benefits shall be fulfilled at the end of the  endowment
period or annuity deferment period under either the policy proper
or  under its settlement provisions.  As contemplated herein,  an
annuity  policy  shall be considered to mature for  its  commuted
value on the specific date stated in the policy on which benefits
become  payable or on a date elected by the Corporation  pursuant
to the terms of the policy.

XIII.       TERMINATION OF AGREEMENT

This Agreement shall terminate upon the occurrence of any one  of
the following events:

    A.  Termination  by any party upon the occurrence  of  30-day
        written notice to the other parties;
    B.  Termination  of  Executive's  employment  for  cause   or
        Executive's Voluntary Resignation.
    C.  The Insured's (or his assignee's ) failure to pay (his/its)
        proportionate share of premiums, if any, as mutually-agreed upon
        by the Corporation and Insured under the options provided within
        Paragraphs IV. and V., herein.

Upon such termination, Insured (or his assignee) shall have a 90-
day option to receive from the Corporation an absolute assignment
of  the  policy  in  consideration  of  a  cash  payment  to  the
Corporation, whereupon this Agreement shall terminate.  Such cash
payment shall be the greater of:

    A.  The  Corporation's share of the cash value of the  policy
        on  the  date  of  such assignment, as  defined  in  this
        Agreement;

    B.  The  amount of the premiums which have been paid  by  the
        Corporation prior to the date of such assignment;

Should  Insured (or his assignee(s)) fail to exercise the  option
within  the prescribed 90-day period, Corporation shall  have  an
additional  30  day period to elect to continue the  coverage  in
which  case Insured shall transfer their respective interests  to
the Corporation.

Should  the  Corporation  elect not  to  continue  the  coverage,
Insured (or his assignee(s)) agrees that the subject policy  will
be  surrendered  to  the  Insurer and  the  proceeds  distributed
between  the Corporation and the Insured (or his assignee(s))  as
prescribed by Paragraphs VII, VIII or X. herein.

XIV.        INSURED OR ASSIGNEE'S ASSIGNMENT RIGHTS

Insured  (or  his  assignee) may, at  any  time,  assign  to  any
individual,  trust  or other organization all  right,  title  and
interest   in  the  subject  policy  and  all  rights,   options,
privileges and duties created under this Agreement.

XV.     AGREEMENT BINDING UPON PARTIES

This  Agreement shall bind the Insured and the Corporation, their
heirs, successors, personal representatives and assigns.

XVI.        NAMED FIDUCIARY AND PLAN ADMINISTRATOR

Allen  Organ Co. is hereby designated the "Named Fiduciary" until
resignation  or  removal  by the Board of  Directors.   As  Named
Fiduciary,  Allen  Organ  Co.  shall  be  responsible   for   the
management,  control and administration of the Split Dollar  plan
as  established herein.  Allen Organ Co. may allocate  to  others
certain  aspects of the management and operation responsibilities
of  the  plan  including  the  employment  of  advisors  and  the
delegation of any ministerial duties to qualified individuals.

XVII.   FUNDING

The  funding policy for the Split Dollar arrangement shall be  to
maintain  the  subject policy in force by paying, when  due,  all
premiums required.

XVIII.  AMENDMENT

The Split Dollar plan may be amended at any time and from time to
time  by  a  written instrument executed by the Insured  (or  his
assignee(s)) and the Corporation.

XIX.    BASIS OF PREMIUM PAYMENTS AND BENEFITS

Payments  to and from the Split Dollar Plan adopted herein  shall
be  in  accordance with the provisions of Paragraphs III. through
X., inclusive.

XX.   CLAIMS PROCEDURE FOR LIFE INSURANCE POLICY AND SPLIT DOLLAR
    PLAN

A.    Claim  forms or claim information as to the subject  policy
can be obtained by contacting Cornerstone Advisors.

When  the Named Fiduciary has a claim which may be covered  under
the  insurance  policy provisions, he or she should  contact  the
office or the person named above who will either complete a claim
form  and  forward  it  to an authorized  representative  of  the
Insurer  or  advise the Named Fiduciary what further requirements
are  necessary.  The Insurer will evaluate the claim and  make  a
decision  as to payment within 90 days of the date the  claim  is
received  by  the  Insurer.  In the event that  a  claim  is  not
eligible  under  the policy, the Insurer will  notify  the  Named
Fiduciary  of  the denial.  Such notification  will  be  made  in
writing within 90 days of the date the claim is received and will
be transmitted through the office of person named above.

The notification will include the specific reasons for the denial
as well as specific reference to the policy provisions upon which
the  denial is based.  The Named Fiduciary will also be  informed
as  to  the  steps  which may be taken to have the  claim  denial
reviewed.

A  decision as to the validity of a claim will ordinarily be made
within  10 working days of the date the claim is received by  the
Insurer.   Occasionally, however, certain questions  may  prevent
the  Insurer  from rendering a decision on the  validity  of  the
claim  within  the specific 90 day period.  If this  occurs,  the
Named Fiduciary will be notified of the reasons for the delay  as
well  as  the  anticipated length of the delay,  in  writing  and
through the office or person named above.  If further information
or  other  material is required, the Named Fiduciary will  be  so
informed.

If  the  Named Fiduciary is dissatisfied with the denial  of  the
claim or the amount paid, he or she has 60 days from the date  he
or she receives notice of a claim denial or receipt of the amount
paid  to  file his or her objections to the action taken  by  the
Insurer.   If  the  Named Fiduciary wishes  to  contest  a  claim
denial, he or she should notify the person or office named  above
who  will  assist  in  making an inquiry  to  the  Insurer.   All
objections  to  the Insurer's actions should be  in  writing  and
submitted to the person or office named above for transmittal  to
the  Insurer.  The Insurer will review the claim denial or amount
paid  and  render  a  decision  on such  objections.   The  Named
Fiduciary  will  be informed in writing of the  decision  of  the
Insurer  within 60 days of the date the claim review  request  is
received by the Insurer.  This decision will be final.

B.    Once a decision has been rendered as to the distribution of
proceeds  under  the claim procedure described above  as  to  the
policy,  claims  for  any benefits due  under  the  plan  or  the
surrender  of the policy may be made in writing by the  Owner  or
the  Owner's  designated beneficiary and  the  Insured  or  their
designated  beneficiary,  as  the  case  may  be,  to  the  Named
Fiduciary.

In  the event a claim for benefits is wholly or partly denied  or
disputed,  the Named Fiduciary shall, within a reasonable  period
of  time  after  receipt of the claim, notify  Owner  or  Owner's
designated   beneficiary   and  Insured   or   their   designated
beneficiary, as the case may be, of such total or partial  denial
or dispute, listing:

     A.    The  Specific  reason or reasons  for  the  denial  or
     dispute;

     B.   Specific  reference to pertinent plan  provisions  upon
          which the denial or dispute is based;

     C.   A  description of any additional information  necessary
          for   the  claimant  to  perfect  the  claim   and   an
          explanation  of  why such material  or  information  is
          necessary, and;

     D.   An explanation of the plan's review procedure.

Within  60  days of denial or notice of claim under the  plan,  a
claimant  may request, in writing, that the claim be reviewed  by
the Named Fiduciary in a full and fair hearing.  The claimant  or
his  duly authorized representative may, but need not, review the
pertinent  documents, and submit issues and comments  in  writing
for  consideration by the Named Fiduciary.  A decision  shall  be
rendered  by the Named Fiduciary within 60 days after receipt  of
request  for review.  The decision shall be in writing and  shall
include  the specific reason or reasons for the denial or dispute
and  specific reference to pertinent plan provisions  upon  which
the  denial  or  dispute  is based.  The  Named  Fiduciary  shall
possess   and   exercise   discretionary   authority   to    make
determinations as to a participant's eligibility for benefits and
to  construe  the terms of the plan.  The decision of  the  Named
Fiduciary  shall be final and non-reviewable unless found  to  be
arbitrary  and capricious by a court of competent  review.   Such
decision will be binding upon the Corporation and the claimant.

If  a claimant does not request a review of the Named Fiduciary's
determination within the 60 day period specified, he or she shall
be barred and estopped from challenging the Named Fiduciary.

XXI.        INSURANCE COMPANY NOT A PARTY TO AGREEMENT

The  Insurer  shall not be deemed a party to this  Agreement  but
will  respect the rights of the parties as herein developed  upon
receiving an executed copy of this Agreement.  Payment  or  other
performance of its contractual obligations in accordance with the
policy  provisions shall fully discharge the Insurer for any  and
all liability.

Executed  at  Macungie, Pennsylvania, this 26th day of August, 1999.


                                Allen Organ Co. (OWNER)


/s/ NATHAN S. ECKHART          BY:/s/ STEVEN MARKOWITZ
    WITNESS                           Steven Markowitz, President



/s/ NATHAN S. ECKHART          /s/ DWIGHT A. BEACHAM
    WITNESS                        Dwight A. Beacham
                                   (INSURED/EMPLOYEE)


<PAGE>

                      ALLEN ORGAN COMPANY
               EXECUTIVE BONUS PROGRAM AGREEMENT

          AGREEMENT, made and entered into this 1st  day of
August, 1999, by and between ALLEN ORGAN COMPANY, a corporation
organized under the laws of the Commonwealth of Pennsylvania, and
having its principal place of business at 150 Locust Street,
Macungie, Pennsylvania 18062 (hereinafter referred to as
"Employer") and Nathan S. Eckhart, currently residing at 4935
Abbey Road, Coplay, PA 18037 (hereinafter referred to as
"Executive").

                        WITNESSETH THAT:

          WHEREAS, the Employer employs the Executive in the
position of Treasurer & Asst. Secretary; and

          WHEREAS, the Executive has provided valuable services
to the Employer; and

          WHEREAS, the President or his designee of the Employer
believe it is in the Employer's best interest to retain the
Executive's services; and

          WHEREAS, the Executive wishes to enter into an
agreement that will provide additional compensation in the future
subject to the Executive fulfilling the terms and conditions of
this agreement.

          NOW, THEREFORE, in consideration of the premises, and
for other good and valuable consideration, receipt of which both
parties hereby acknowledge, the Employer and the Executive
mutually agree as follows:

                           ARTICLE 1.

          Contributions/Deferred Compensation Account

          1.01.  Beginning on August 1, 1999 and continuing
thereafter prior to April of each year ("Contribution Date"), the
Employer may credit a discretionary sum based on the  decision of
the President or his designee of the Employer ("Deferred Amount")
to a deferred compensation account ("Account") established for
the Executive.

          If the Executive shall remain in the employment of the
Employer until the "Retirement Date" hereinafter defined in
Article 2.01, then in such event, he shall be entitled to receive
those retirement benefits from the Employer based upon the
Employer's contributions accumulated at an assumed pre-retirement
interest rate, equal to the annual prime rate of interest as
stated in the Wall Street Journal on December 31 of each calendar
year, not to exceed 9% in any year.

          Unless otherwise elected by the Employer, no amount
will be credited to the Account on or after any Contribution Date
if the Executive was not employed on a full time basis during the
entire period between Contribution Dates.

          If there is an extraordinary gain on the sale of an
asset of the Employer, defined as a gain in excess of $500,000
per transaction, the Employer may contribute a discretionary
amount to your account, determined based upon, among other
things, your years of service with the Employer, your involvement
with the asset sold, and any other contributing factor that the
President or his designee of the Employer deem appropriate.

          1.02.  Deferred amounts will be invested in such
assets, including money markets, mutual funds, or single and/or
joint life insurance policies, as the Employer may select from
time to time.  All such assets ("Account Assets") will be
identified and allocated to the Account for the sole purpose of
measuring the Account's value, and will remain part of the
Employer's general assets and subject to the claims of the
Employer's creditors.  Account Assets shall be valued at their
fair market value without regard to any liens, security interests
or loans, except for loans used to pay benefits.  Any life
insurance policy will be valued at its cash surrender value until
a death benefit is payable, at which point the value of the
Account will be based on the death benefit received by the
Employer rather than the policy's cash surrender value.  In
construing the preceding sentence, if a life insurance policy is
subject to a split-dollar agreement, the death benefit received
by the Employer shall equal the amount paid to the Employer under
the split-dollar agreement.

          1.03.  It is understood and agreed that the Employer
will have all right, title and interest in all assets used to
measure the value of the Account, and that neither the Executive
nor his or her heirs, beneficiaries or creditors shall have any
right, title or interest in any of the Employer's assets as a
result of this Agreement, whether or not the asset is used to
measure the value of the Account.  The Employer is free to select
the source of the payment of any benefits under this Agreement,
without any obligation to use any particular asset or assets.  At
no time will the creditor status of the Executive, or of any
person or entity claiming benefits under this Agreement, be
greater than that of an unsecured general creditor of the
Employer.  This Agreement constitutes an unsecured promise by the
Employer to pay benefits.  It is the intention of the parties
that, in form, substance and operation, this Agreement will
constitute an "unfunded" deferred compensation program under the
Employee Retirement Income Security Act of 1974, as amended, and
the Internal Revenue Code of 1986, as amended.

                           ARTICLE 2.

                       Retirement Benefit

          2.01.  A retirement benefit will be paid upon the
Executive's retirement on or after attaining age sixty-two (62).

          2.02.  The Account will be paid in installments over a
period of 10 years.  The first installment will be made thirty
(30) days following the date of the Executive's retirement.
Interest will accrue on unpaid installments equal to the annual
prime rate of interest minus three percentage (3%) points on
December 31st of each calendar year, not to exceed six percent
(6%) in any year.

          2.03.  No later than 90 days prior to retiring, the
Executive may elect to have the Account paid in one of the
following installment options: annual payments, quarterly
payments, or monthly payments.  In default of the Executive's
election, the Employer will elect the form of payment.

          2.04.  The amount of each installment will be
calculated as follows.  For the first year of retirement, the
value of the Account on the date of retirement shall be divided
by the number of remaining years of payment to determine the
annual benefit ("Annual Benefit") for that year.  On each
respective yearly anniversary date of the Executive's retirement,
the divisor shall be reduced by one to arrive at a particular
year's Annual Benefit.  The value of the Account shall be divided
by the divisor so obtained in order to determine the annual
Benefit for that year.  As a result of this annual reduction in
the divisor, the divisor for the last Annual Benefit will be one.
To arrive at the amount of each installment, each year's Annual
Benefit shall be divided by the number of installments for that
year.  Notwithstanding, the final installment payment shall equal
the remaining balance of the Account.

          2.05.  If the Executive dies before the Account has
been paid in full, any remaining installments may either be paid
in a lump sum at the option of the Employer or continue to be
paid for the remainder of the installment period, to the
Executive's designated beneficiary; if there is no designated
beneficiary, to the Executive's estate.

                           ARTICLE 3.

                  Pre-retirement Death Benefit

          3.01.  A pre-retirement death benefit will be paid if
the Executive dies prior to retirement as defined in Article 2,
provided the Executive is employed by the Employer at the time of
death.

          3.02.  The Account will be paid in a single payment or
a series of payments as determined by the Employer.  If the value
of the Account is measured by a policy or policies insuring the
Executive's life, and a death benefit is payable as a result of
the Executive's death, the single payment will be made thirty
(30) days following the Employer's receipt of its share of life
insurance death benefits.  Otherwise, the payment(s) will begin
within thirty (30) days after the Executive's death.
Notwithstanding the foregoing provisions of this Section, the
Employer will retain any benefit payable to the Executive's
estate until the appointment of an executor or administrator.

          3.03.  The provisions of Section 2.04 shall apply to
the calculation of each installment, except that the value of the
Account shall be calculated on the date of the Executive's death
with adjustments as provided in Section 1.02 for life insurance
death benefits.

          3.04.  Payments made under this Article 3 shall be made
to the Executive's designated beneficiary or, if there is no
designated beneficiary, to the Executive's estate.

                           ARTICLE 4.

                    Termination of Employment

          4.01.  If the Executive's employment terminates, other
than as a result of death, prior to retirement as provided in
Article 2, the Executive's vested benefits (determined at the
date of termination of employment) will be paid upon the
Executive's attainment of age 62 in accordance with Article 2.
If the Executive's employment terminates as a result of death,
benefits will be paid under Article 3 and not this Article.

          4.02.  Initial vesting is based on years of service as
an Executive with the Employer.  Thereafter, a five-year vesting
schedule applies to each contribution to the Program (hereinafter
defined).  Contributions are 20% vested after one year of
service, 40% after 2 years of service, 60% after 3 years of
service, 80% after 4 years of service and 100% after 5 years of
service.

          4.03.  Notwithstanding the provisions of Section 4.02,
the vesting percentage will be 100 if the Executive's employment
terminates due to total disability.  The Executive will be deemed
totally disabled if, due to bodily injury occurring or mental or
physical disease originating while this Agreement is in force, he
is determined to be disabled based on the definition of
disability as defined in the insurance policy currently in force
with the Employer at the time of disability.

          4.04.  Notwithstanding the provisions of Section 4.02,
the vesting percentage will be 100 if the Executive's employment
terminates due to a "Change in Control."  A Change in Control
means the occurrence of (i) a person (including a group as
defined in Section 13(d)(3) of the Securities Exchange Act of
1934) becoming, directly or indirectly, the beneficial owner (as
defined under the Securities Exchange Act of 1934) of fifty
percent (50%) or more of the voting shares of common stock of the
Employer, or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constituted the
Board of Directors of the Employer (the "Board"), ceasing for any
reason to constitute at least a majority of the Board unless the
election of each director of the Board, who was not a director of
the Board at the beginning of such period, was approved by a vote
of at least two-thirds of the directors then still in office who
were directors at the beginning of such period, or (iii) the
Employer merging or consolidating with or having its assets
purchased by another corporation and as a result of such merger,
consolidation or sale of assets, less than a majority of the
outstanding voting stock of the surviving, resulting or
purchasing corporation being owned, immediately after the
transaction, by the holders of the voting stock of the Employer
outstanding immediately before the transaction.  Notwithstanding
the foregoing, a Change in Control will not be deemed to occur
due to the transfer of shares of common stock of the Employer
between individuals who are related within two (2) degrees of
consanguinity by will, gift or trust transferred pursuant to the
laws of descent and distribution of the Commonwealth of
Pennsylvania or pursuant to an agreement to purchase or sell such
common stock of the Employer.

          4.05.  The Employer will pay any benefit payable under
this Article 4 in the same installments as defined in
Article 2.02 thirty (30) days following the date of termination
of employment.

          4.06.  Notwithstanding anything contained herein to the
contrary, if the President or his designee determines that an
Executive has committed an act of embezzlement, fraud,
dishonesty, nonpayment of any obligation owed to the Employer, or
an Executive makes an unauthorized disclosure of any Employer
trade secret or confidential information, engages in any conduct
constituting unfair competition, induces any Employer customer to
breach a contract with the Employer or induces any principal for
whom the Employer acts as agent to terminate such agency
relationship, neither the Executive nor his or her estate shall
be entitled to a distribution of any amounts under the Program
whatsoever.

                           ARTICLE 5.

                     Hardship Distributions

          5.01.  While employed by the Employer, the Executive
may apply to the Program Administrator (hereinafter defined) for
a hardship distribution.  A hardship distribution can be made
only for an unforeseeable emergency or for education for the
Executive or Executive's dependents.  The term "unforeseeable
emergency" means a severe financial hardship to the Executive or
his dependent resulting from a sudden and unexpected illness or
accident, loss of the Executive's property due to casualty, or
other similar extraordinary and unforeseeable circumstances
arising as a result of circumstances beyond the Executive's
control.  Except for hardship distributions for education
expenses, no payment will be made to the extent other
alternatives to relieve the hardship are reasonably available to
the Executive such as the sale of assets, or other borrowings or
loans.

          5.02.  The maximum amount which will be applicable to
the hardship distribution shall be limited to 50% of the
Executive's vested Account balance at the time of distribution to
a maximum of $100,000.

          5.03.  The value of the Account will be reduced by any
hardship distribution.

                           ARTICLE 6.

                        Claims Procedure

          6.01.  The Executive or his or her beneficiary
("Claimant"), or duly authorized representative, must file a
claim for benefits in writing with Nathan S. Eckhart, the
Employer representative, who for purposes of this Agreement is
referred to as the Program Administrator.  The Employer reserves
the right to change the Program Administrator from time to time,
and will notify the Executive of any such change.

          6.02.  If the claim is denied in whole or in part,
written notice of the decision will be furnished to the Claimant
within a reasonable time after receipt of the claim.  The notice
will be prepared in a manner calculated to be understood by the
Claimant and will (1) state the specific reason or reasons for
the denial, (2) refer specifically to the pertinent Program
provisions on which the denial is based, (3) describe any
additional material or information necessary for the Claimant to
perfect a claim and an explanation as to why such material or
information is necessary, and (4) provide appropriate information
as to the steps to be taken by the Claimant if the Claimant
wishes to submit the claim for review.

          6.03.  A denied claim is appealable to the Program's
Named Fiduciary for review.  Allen Organ Company is the Program's
Named Fiduciary.  The Employer reserves the right to change the
Named Fiduciary from time to time.  The Claimant, or the
Claimant's duly authorized representative, must request a  review
in writing no later than sixty (60) days after receipt of notice
of denial of the claim.  The Claimant, or the Claimant's duly
authorized representative, may review pertinent documents and
submit issues and comments in writing.  The Named Fiduciary may,
at his discretion, hold a hearing.  The Named Fiduciary will make
a written decision following receipt of the request for review.
Absent special circumstances, the decision will be, made no later
than sixty (60) days following receipt of the request for review.
The decision on review will include specific reasons for the
decision and will be written in a manner calculated to be
understood by the Claimant.  The decision will also include
specific references to the pertinent Program provisions on which
the decision is based.

                           ARTICLE 7.

                          Miscellaneous

          7.01.  Neither the Executive nor any beneficiary or
creditor of the Executive shall have any right of anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance,
attachment or garnishment.  In the event of an attempted
assignment, alienation, sale, pledge or transfer, the Employer
shall have no further liability or responsibility for the payment
of benefits.

          7.02.  The term "beneficiary" includes any person,
trust or other entity, including the plural, last designated in
writing by the Executive and filed with the Program
Administrator.  The Executive may revoke or change any
beneficiary designation, in whole or in part, without the
beneficiary's consent.

          7.03.  The Named Fiduciary and designated Program
Administrator shall have the discretionary authority to interpret
the terms of this Agreement.

          7.04.  This Agreement may be amended or revoked, in
whole or in part, only by the written agreement of the Employer
and the Executive.

          7.05.  This Agreement is binding on the parties, as
well as their beneficiaries, heirs, and successors.

          7.06.  This Agreement will be executed in duplicate,
with one copy retained by each party.  Both copies shall be
considered an original copy and together shall constitute one and
the same Agreement,

          7.07.  This Agreement shall be governed by the laws of
the Commonwealth of Pennsylvania.


                              ALLEN ORGAN COMPANY
                              (Employer)

Attest:                       By /s/ STEVEN MARKOWITZ
                                     Steven Markowitz

/s/ LEONARD W. HELFRICH       Title: President
Leonard W. Helfrich, Sec.

                                 /s/ NATHAN S. ECKHART
                                     Nathan S. Eckhart (Executive)


<PAGE>
        ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT


INSURER:                        Pacific Life Insurance Company

POLICY NUMBER:                  VP6082838-0

INSURED/EMPLOYEE:               NATHAN S. ECKHART

POLICYOWNER/CORPORATION:        ALLEN ORGAN COMPANY

EFFECTIVE DATE OF AGREEMENT:    August 1, 1999

The   respective  rights  and  duties  of  the  Corporation   and
Insured/Employee in the subject policy shall be as defined in the
following numbered paragraphs, namely:

I.      DEFINITIONS

"DEATH PROCEEDS":  Death Proceeds as used in this Agreement shall
mean  Specified  Amount,  described as Option  1  in  the  policy
contract;

"CASH VALUES":  Cash Values as used in this Agreement shall mean:

For Purposes of Policy Surrender - The Cash Surrender Value, as
that term is defined in the policy contract.

For Purposes Of Measuring Premium Payments And Obligations -
Accumulated Value or Policy Account Value, as that term is
described in the policy contract.

"PLANNED  PERIODIC  PREMIUM":  shall  mean  that  premium   level
selected by the parties subject to the Insurer's minimum  premium
requirements.

II.     POLICY TITLE AND OWNERSHIP

Title  and Ownership shall reside in the Corporation for its  use
and for the use of Insured all in accordance with this Agreement.
The  Corporation  alone  may,  to the  extent  of  its  interest,
exercise  the  right  to borrow or withdraw on  the  policy  cash
values.  Where the Corporation and Insured (or his assignee, with
the  consent of the Insured) mutually agree to exercise the right
to  increase the coverage under the subject Split Dollar  Policy,
then,  in  such  event, the rights, duties and  benefits  of  the
parties  to such increased coverage shall continue to be  subject
to the terms of this Agreement.

Notwithstanding  any  provision  hereof  to  the  contrary,   the
Corporation shall have the sole authority to direct the manner in
which  the Policy Account (as such term is defined in the Policy)
established  pursuant  to  the  terms  of  the  Policy  shall  be
allocated among the various investment options from time to  time
available  under  the Policy and to change such  allocation  from
time to time, as provided for in the Policy.

III.        BENEFICIARY DESIGNATION RIGHTS

Insured/Employee (or his assignee) shall have the right and power
to  designate a beneficiary or beneficiaries to receive his share
of  the  proceeds payable on the death of the insured but subject
to  any  right  or  interest the Corporation  may  have  in  such
proceeds as provided in this Agreement.

IV.     PREMIUM PAYMENT METHOD

Planned Periodic premium shall be paid annually as of the date of
issue and upon each subsequent premium due date.  The Corporation
shall pay an amount equal to the Planned Periodic Premium due.

The  Employee shall be charged with taxable income by  reason  of
the  economic  benefit of the insurance protection  received,  as
determined  under Revenue Rulings 64-328, l964-2 C.B.ll  and  66-
ll0, l966-l C.B.  l2.  The Corporation shall furnish the Employee
a  statement on Form W-2 of his or her taxable income,  including
income, received under this Plan.

V.      ASSUMPTION  OF PREMIUM PAYMENT OBLIGATION  BY  THE  OTHER
        PARTY

In  the event either the Corporation or Insured/Employee (or  his
assignee)  fails  to fulfill the obligation to  pay  premiums  as
contemplated in Paragraph IV., the other  may freely assume  such
obligation  in which event the rights under the policy  shall  be
altered in the manner described in Paragraph VIII.

VI.     DIVISION OF DEATH PROCEEDS OF POLICY

The  division of death proceeds of the policy, when premiums  are
paid in strict accord with Paragraph IV. and when insured's death
occurs  before  the end of the grace period for  any  premium  in
default, is as follows:

     A.(1)     Prior  to  The  Insured's  reaching  age  62,   or
     retirement age, if later:
                 The  Insured's Beneficiary, (or his assignee's),
        beneficiary(s), designated in accordance  with  Paragraph
        II.,  shall be entitled to a minimum of $400,000  of  the
        policy proceeds, if available.  The amount payable to the
        Insured/Employee's   Beneficiary  shall   be   determined
        annually  by the President of the Company, but shall  not
        be   less  than  $400,000  of  the  policy  proceeds,  if
        available.

     A.(2)    Post  The  Insured's  attainment  of  age  62,   or
     retirement age, if later:
                 The  Insured's Beneficiary, (or his assignee's),
        beneficiary(s), designated in accordance  with  Paragraph
        II.,  shall  be  entitled  to a  amount  which  shall  be
        determined annually by the President of the Company.

     B.   Corporation/Assignee shall be entitled to the remainder
     of  such proceeds, less, any indebtedness determined  as  of
     the date of death.

     C.  Corporation and Insured's Beneficiary (or his assignees)
     shall  share  in any interest due on the death  proceeds  as
     their  respective  share  of the proceeds  as  above-defined
     bears to the total proceeds excluding such interest.

     D.   In the event the Insured's death shall be the result of
     suicide within a two year period following the issuance of a
     life  insurance  policy insuring Employee's life  or  should
     Employee  be found to have committed fraud in completion  of
     the  insurance application, then no death benefits shall  be
     payable to Employee or his designated beneficiary.


VII.    DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY

Division of the cash surrender value of the policy, when premiums
are  paid  in strict accord with Paragraph IV. and when surrender
occurs not later than sixty days after due date of any premium in
default, are as follows:

The  Corporation  shall be entitled to an  amount  equal  to  the
policy's  cash  value,  as that term is  defined  in  the  policy
contract,  less  any  policy loans and unpaid  interest  or  cash
withdrawals  previously  incurred  by  the  Corporation  and  any
applicable  policy surrender charges.  Such cash value  shall  be
determined as of the date of Surrender.

VIII.   PARTIES' RIGHTS WHERE PREMIUM PAYMENT VARIATIONS EXIST

When  premiums are not paid in strict accord with Paragraph  IV.,
division of death proceeds or net cash value of the policy, as in
either  case  is defined in Paragraph VI. or VII.,  shall  be  as
follows:

A.In  the  event the Corporation should pay less in the aggregate
  than  the  share of planned periodic premiums,  as  defined  in
  Paragraph  IV., then the Corporation's share of death  proceeds
  or  of  the net cash value of the policy on surrender shall  be
  decreased within the limits of such proceeds or cash value,  as
  the  case  may  be,  by  the  total amount  of  such  decreased
  premiums.    The  Insured's  (or  his  assignee's)   designated
  beneficiary,  in  the event of death, and the Insured  (or  his
  assignee), in the event of surrender, shall be entitled to  any
  remainder of proceeds or net cash value.

B.Alternatively,  should  the  Corporation  pay   more   in   the
  aggregate than its share of premiums defined in Paragraph  IV.,
  then  the  Corporation's share of death proceeds  or  the  cash
  value of the policy on surrender shall be increased within  the
  limits  of such proceeds or cash value, as the case may be,  by
  the  total  amount of such increased share does not exceed  the
  sum  of the Corporation's premiums paid.  The Insured's (or his
  assignee's  designated beneficiary, in the event of death,  and
  the  Insured  (or  his  assignee), in the event  of  surrender,
  shall be entitled to any remainder of cash value.

IX.     NONFORFEITURE DEATH PROCEEDS

The   Corporation's  share  of  death  proceeds  payable  on  the
Insured's death while the policy is in force under any of its non-
forfeiture provisions shall be an amount equal to the excess,  if
any,  of  Corporation's share of the policy's cash value  at  the
date of default in premium payment (such share determined in  the
manner  prescribed in Paragraphs VI. or VIII. in relation to  the
facts  presented)  over any indebtedness against  the  policy  at
Insured's  death.   The  designated  beneficiary(ies)  shall   be
entitled to any remainder of such proceeds.

X.      NONFORFEITURE CASH VALUE

The Corporation's share of the cash value payable on surrender of
the  policy  while it is in force under any of its non-forfeiture
provisions  shall be an amount equal to the lesser of:   (a)  the
cash value at date of surrender less any policy surrender charge,
or  (b)  the  excess, if any, of the Corporation's share  of  the
policy's cash value in the manner prescribed in Paragraphs  VII.,
VIII.  of  IX.  in  relation  to the  facts  presented  over  any
indebtedness on the policy at date of surrender.  Insured (or his
assignee) shall be entitled to any remainder of such cash value.


XI.     PREMIUM WAIVER

If  the  policy contains a premium waiver provision or waiver  of
monthly  deduction, such waived amounts shall be  considered  for
all purposes of this Agreement as having been paid by Insured (or
his assignee).

XII.    RIGHTS  OF  PARTIES  WHERE POLICY  ENDOWMENT  OR  ANNUITY
        ELECTION EXISTS

In  the event the subject policy involves as endowment or annuity
element,  the  Corporation's right and interest in any  endowment
proceeds  or  annuity benefits, on expiration  of  the  deferment
period,  shall  be  determined  under  the  provisions  of   this
Agreement  by  regarding such endowment proceeds or the  commuted
value  of  such annuity benefits as the policy's net cash  value.
The Corporation's right and interest in endowment proceeds or  in
annuity  benefits shall be fulfilled at the end of the  endowment
period or annuity deferment period under either the policy proper
or  under its settlement provisions.  As contemplated herein,  an
annuity  policy  shall be considered to mature for  its  commuted
value on the specific date stated in the policy on which benefits
become  payable or on a date elected by the Corporation  pursuant
to the terms of the policy.

XIII.       TERMINATION OF AGREEMENT

This Agreement shall terminate upon the occurrence of any one  of
the following events:

    A.  Termination  by any party upon the occurrence  of  30-day
        written notice to the other parties;
    B.  Termination  of  Executive's  employment  for  cause   or
        Executive's Voluntary Resignation.
    C.  The Insured's (or his assignee's ) failure to pay (his/its)
        proportionate share of premiums, if any, as mutually-agreed upon
        by the Corporation and Insured under the options provided within
        Paragraphs IV. and V., herein.

Upon such termination, Insured (or his assignee) shall have a 90-
day option to receive from the Corporation an absolute assignment
of  the  policy  in  consideration  of  a  cash  payment  to  the
Corporation, whereupon this Agreement shall terminate.  Such cash
payment shall be the greater of:

    A.  The  Corporation's share of the cash value of the  policy
        on  the  date  of  such assignment, as  defined  in  this
        Agreement;

    B.  The  amount of the premiums which have been paid  by  the
        Corporation prior to the date of such assignment;

Should  Insured (or his assignee(s)) fail to exercise the  option
within  the prescribed 90-day period, Corporation shall  have  an
additional  30  day period to elect to continue the  coverage  in
which  case Insured shall transfer their respective interests  to
the Corporation.

Should  the  Corporation  elect not  to  continue  the  coverage,
Insured (or his assignee(s)) agrees that the subject policy  will
be  surrendered  to  the  Insurer and  the  proceeds  distributed
between  the Corporation and the Insured (or his assignee(s))  as
prescribed by Paragraphs VII, VIII or X. herein.

XIV.        INSURED OR ASSIGNEE'S ASSIGNMENT RIGHTS

Insured  (or  his  assignee) may, at  any  time,  assign  to  any
individual,  trust  or other organization all  right,  title  and
interest   in  the  subject  policy  and  all  rights,   options,
privileges and duties created under this Agreement.

XV.     AGREEMENT BINDING UPON PARTIES

This  Agreement shall bind the Insured and the Corporation, their
heirs, successors, personal representatives and assigns.

XVI.        NAMED FIDUCIARY AND PLAN ADMINISTRATOR

Allen  Organ Co. is hereby designated the "Named Fiduciary" until
resignation  or  removal  by the Board of  Directors.   As  Named
Fiduciary,  Allen  Organ  Co.  shall  be  responsible   for   the
management,  control and administration of the Split Dollar  plan
as  established herein.  Allen Organ Co. may allocate  to  others
certain  aspects of the management and operation responsibilities
of  the  plan  including  the  employment  of  advisors  and  the
delegation of any ministerial duties to qualified individuals.

XVII.   FUNDING

The  funding policy for the Split Dollar arrangement shall be  to
maintain  the  subject policy in force by paying, when  due,  all
premiums required.

XVIII.  AMENDMENT

The Split Dollar plan may be amended at any time and from time to
time  by  a  written instrument executed by the Insured  (or  his
assignee(s)) and the Corporation.

XIX.    BASIS OF PREMIUM PAYMENTS AND BENEFITS

Payments  to and from the Split Dollar Plan adopted herein  shall
be  in  accordance with the provisions of Paragraphs III. through
X., inclusive.

XX.   CLAIMS PROCEDURE FOR LIFE INSURANCE POLICY AND SPLIT DOLLAR
    PLAN

A.    Claim  forms or claim information as to the subject  policy
can be obtained by contacting Cornerstone Advisors.

When  the Named Fiduciary has a claim which may be covered  under
the  insurance  policy provisions, he or she should  contact  the
office or the person named above who will either complete a claim
form  and  forward  it  to an authorized  representative  of  the
Insurer  or  advise the Named Fiduciary what further requirements
are  necessary.  The Insurer will evaluate the claim and  make  a
decision  as to payment within 90 days of the date the  claim  is
received  by  the  Insurer.  In the event that  a  claim  is  not
eligible  under  the policy, the Insurer will  notify  the  Named
Fiduciary  of  the denial.  Such notification  will  be  made  in
writing within 90 days of the date the claim is received and will
be transmitted through the office of person named above.

The notification will include the specific reasons for the denial
as well as specific reference to the policy provisions upon which
the  denial is based.  The Named Fiduciary will also be  informed
as  to  the  steps  which may be taken to have the  claim  denial
reviewed.

A  decision as to the validity of a claim will ordinarily be made
within  10 working days of the date the claim is received by  the
Insurer.   Occasionally, however, certain questions  may  prevent
the  Insurer  from rendering a decision on the  validity  of  the
claim  within  the specific 90 day period.  If this  occurs,  the
Named Fiduciary will be notified of the reasons for the delay  as
well  as  the  anticipated length of the delay,  in  writing  and
through the office or person named above.  If further information
or  other  material is required, the Named Fiduciary will  be  so
informed.

If  the  Named Fiduciary is dissatisfied with the denial  of  the
claim or the amount paid, he or she has 60 days from the date  he
or she receives notice of a claim denial or receipt of the amount
paid  to  file his or her objections to the action taken  by  the
Insurer.   If  the  Named Fiduciary wishes  to  contest  a  claim
denial, he or she should notify the person or office named  above
who  will  assist  in  making an inquiry  to  the  Insurer.   All
objections  to  the Insurer's actions should be  in  writing  and
submitted to the person or office named above for transmittal  to
the  Insurer.  The Insurer will review the claim denial or amount
paid  and  render  a  decision  on such  objections.   The  Named
Fiduciary  will  be informed in writing of the  decision  of  the
Insurer  within 60 days of the date the claim review  request  is
received by the Insurer.  This decision will be final.

B.    Once a decision has been rendered as to the distribution of
proceeds  under  the claim procedure described above  as  to  the
policy,  claims  for  any benefits due  under  the  plan  or  the
surrender  of the policy may be made in writing by the  Owner  or
the  Owner's  designated beneficiary and  the  Insured  or  their
designated  beneficiary,  as  the  case  may  be,  to  the  Named
Fiduciary.

In  the event a claim for benefits is wholly or partly denied  or
disputed,  the Named Fiduciary shall, within a reasonable  period
of  time  after  receipt of the claim, notify  Owner  or  Owner's
designated   beneficiary   and  Insured   or   their   designated
beneficiary, as the case may be, of such total or partial  denial
or dispute, listing:

     A.    The  Specific  reason or reasons  for  the  denial  or
     dispute;

     B.   Specific  reference to pertinent plan  provisions  upon
          which the denial or dispute is based;

     C.   A  description of any additional information  necessary
          for   the  claimant  to  perfect  the  claim   and   an
          explanation  of  why such material  or  information  is
          necessary, and;

     D.   An explanation of the plan's review procedure.

Within  60  days of denial or notice of claim under the  plan,  a
claimant  may request, in writing, that the claim be reviewed  by
the Named Fiduciary in a full and fair hearing.  The claimant  or
his  duly authorized representative may, but need not, review the
pertinent  documents, and submit issues and comments  in  writing
for  consideration by the Named Fiduciary.  A decision  shall  be
rendered  by the Named Fiduciary within 60 days after receipt  of
request  for review.  The decision shall be in writing and  shall
include  the specific reason or reasons for the denial or dispute
and  specific reference to pertinent plan provisions  upon  which
the  denial  or  dispute  is based.  The  Named  Fiduciary  shall
possess   and   exercise   discretionary   authority   to    make
determinations as to a participant's eligibility for benefits and
to  construe  the terms of the plan.  The decision of  the  Named
Fiduciary  shall be final and non-reviewable unless found  to  be
arbitrary  and capricious by a court of competent  review.   Such
decision will be binding upon the Corporation and the claimant.

If  a claimant does not request a review of the Named Fiduciary's
determination within the 60 day period specified, he or she shall
be barred and estopped from challenging the Named Fiduciary.

XXI.        INSURANCE COMPANY NOT A PARTY TO AGREEMENT

The  Insurer  shall not be deemed a party to this  Agreement  but
will  respect the rights of the parties as herein developed  upon
receiving an executed copy of this Agreement.  Payment  or  other
performance of its contractual obligations in accordance with the
policy  provisions shall fully discharge the Insurer for any  and
all liability.

Executed  at  Macungie, Pennsylvania, this 26th day of August, 1999.


                                Allen Organ Co. (OWNER)


/s/ NATHAN S. ECKHART          BY: /s/ STEVEN MARKOWITZ
    WITNESS                            Steven Markowitz, President



/s/ STEVEN MARKOWITZ               /s/ NATHAN S. ECKHART
    WITNESS                            Nathan S. Eckhart
                                       (INSURED/EMPLOYEE)


<PAGE>
                      ALLEN ORGAN COMPANY
               EXECUTIVE BONUS PROGRAM AGREEMENT

          AGREEMENT, made and entered into this 1st  day of
August, 1999, by and between ALLEN ORGAN COMPANY, a corporation
organized under the laws of the Commonwealth of Pennsylvania, and
having its principal place of business at 150 Locust Street,
Macungie, Pennsylvania 18062 (hereinafter referred to as
"Employer") and Barry J. Holben, currently residing at 3735 East
View Drive, Orefield, PA 18069 (hereinafter referred to as
"Executive").

                        WITNESSETH THAT:

          WHEREAS, the Employer employs the Executive in the
position of Vice President of Sales; and

          WHEREAS, the Executive has provided valuable services
to the Employer; and

          WHEREAS, the President or his designee of the Employer
believe it is in the Employer's best interest to retain the
Executive's services; and

          WHEREAS, the Executive wishes to enter into an
agreement that will provide additional compensation in the future
subject to the Executive fulfilling the terms and conditions of
this agreement.

          NOW, THEREFORE, in consideration of the premises, and
for other good and valuable consideration, receipt of which both
parties hereby acknowledge, the Employer and the Executive
mutually agree as follows:

                           ARTICLE 1.

          Contributions/Deferred Compensation Account

          1.01.  Beginning on August 1, 1999 and continuing
thereafter prior to April of each year ("Contribution Date"), the
Employer may credit a discretionary sum based on the  decision of
the President or his designee of the Employer ("Deferred Amount")
to a deferred compensation account ("Account") established for
the Executive.

          If the Executive shall remain in the employment of the
Employer until the "Retirement Date" hereinafter defined in
Article 2.01, then in such event, he shall be entitled to receive
those retirement benefits from the Employer based upon the
Employer's contributions accumulated at an assumed pre-retirement
interest rate, equal to the annual prime rate of interest as
stated in the Wall Street Journal on December 31 of each calendar
year, not to exceed 9% in any year.

          Unless otherwise elected by the Employer, no amount
will be credited to the Account on or after any Contribution Date
if the Executive was not employed on a full time basis during the
entire period between Contribution Dates.

          If there is an extraordinary gain on the sale of an
asset of the Employer, defined as a gain in excess of $500,000
per transaction, the Employer may contribute a discretionary
amount to your account, determined based upon, among other
things, your years of service with the Employer, your involvement
with the asset sold, and any other contributing factor that the
President or his designee of the Employer deem appropriate.

          1.02.  Deferred amounts will be invested in such
assets, including money markets, mutual funds, or single and/or
joint life insurance policies, as the Employer may select from
time to time.  All such assets ("Account Assets") will be
identified and allocated to the Account for the sole purpose of
measuring the Account's value, and will remain part of the
Employer's general assets and subject to the claims of the
Employer's creditors.  Account Assets shall be valued at their
fair market value without regard to any liens, security interests
or loans, except for loans used to pay benefits.  Any life
insurance policy will be valued at its cash surrender value until
a death benefit is payable, at which point the value of the
Account will be based on the death benefit received by the
Employer rather than the policy's cash surrender value.  In
construing the preceding sentence, if a life insurance policy is
subject to a split-dollar agreement, the death benefit received
by the Employer shall equal the amount paid to the Employer under
the split-dollar agreement.

          1.03.  It is understood and agreed that the Employer
will have all right, title and interest in all assets used to
measure the value of the Account, and that neither the Executive
nor his or her heirs, beneficiaries or creditors shall have any
right, title or interest in any of the Employer's assets as a
result of this Agreement, whether or not the asset is used to
measure the value of the Account.  The Employer is free to select
the source of the payment of any benefits under this Agreement,
without any obligation to use any particular asset or assets.  At
no time will the creditor status of the Executive, or of any
person or entity claiming benefits under this Agreement, be
greater than that of an unsecured general creditor of the
Employer.  This Agreement constitutes an unsecured promise by the
Employer to pay benefits.  It is the intention of the parties
that, in form, substance and operation, this Agreement will
constitute an "unfunded" deferred compensation program under the
Employee Retirement Income Security Act of 1974, as amended, and
the Internal Revenue Code of 1986, as amended.

                           ARTICLE 2.

                       Retirement Benefit

          2.01.  A retirement benefit will be paid upon the
Executive's retirement on or after attaining age sixty-two (62).

          2.02.  The Account will be paid in installments over a
period of 10 years.  The first installment will be made thirty
(30) days following the date of the Executive's retirement.
Interest will accrue on unpaid installments equal to the annual
prime rate of interest minus three percentage (3%) points on
December 31st of each calendar year, not to exceed six percent
(6%) in any year.

          2.03.  No later than 90 days prior to retiring, the
Executive may elect to have the Account paid in one of the
following installment options: annual payments, quarterly
payments, or monthly payments.  In default of the Executive's
election, the Employer will elect the form of payment.

          2.04.  The amount of each installment will be
calculated as follows.  For the first year of retirement, the
value of the Account on the date of retirement shall be divided
by the number of remaining years of payment to determine the
annual benefit ("Annual Benefit") for that year.  On each
respective yearly anniversary date of the Executive's retirement,
the divisor shall be reduced by one to arrive at a particular
year's Annual Benefit.  The value of the Account shall be divided
by the divisor so obtained in order to determine the annual
Benefit for that year.  As a result of this annual reduction in
the divisor, the divisor for the last Annual Benefit will be one.
To arrive at the amount of each installment, each year's Annual
Benefit shall be divided by the number of installments for that
year.  Notwithstanding, the final installment payment shall equal
the remaining balance of the Account.

          2.05.  If the Executive dies before the Account has
been paid in full, any remaining installments may either be paid
in a lump sum at the option of the Employer or continue to be
paid for the remainder of the installment period, to the
Executive's designated beneficiary; if there is no designated
beneficiary, to the Executive's estate.

                           ARTICLE 3.

                  Pre-retirement Death Benefit

          3.01.  A pre-retirement death benefit will be paid if
the Executive dies prior to retirement as defined in Article 2,
provided the Executive is employed by the Employer at the time of
death.

          3.02.  The Account will be paid in a single payment or
a series of payments as determined by the Employer.  If the value
of the Account is measured by a policy or policies insuring the
Executive's life, and a death benefit is payable as a result of
the Executive's death, the single payment will be made thirty
(30) days following the Employer's receipt of its share of life
insurance death benefits.  Otherwise, the payment(s) will begin
within thirty (30) days after the Executive's death.
Notwithstanding the foregoing provisions of this Section, the
Employer will retain any benefit payable to the Executive's
estate until the appointment of an executor or administrator.

          3.03.  The provisions of Section 2.04 shall apply to
the calculation of each installment, except that the value of the
Account shall be calculated on the date of the Executive's death
with adjustments as provided in Section 1.02 for life insurance
death benefits.

          3.04.  Payments made under this Article 3 shall be made
to the Executive's designated beneficiary or, if there is no
designated beneficiary, to the Executive's estate.

                           ARTICLE 4.

                    Termination of Employment

          4.01.  If the Executive's employment terminates, other
than as a result of death, prior to retirement as provided in
Article 2, the Executive's vested benefits (determined at the
date of termination of employment) will be paid upon the
Executive's attainment of age 62 in accordance with Article 2.
If the Executive's employment terminates as a result of death,
benefits will be paid under Article 3 and not this Article.

          4.02.  Initial vesting is based on years of service as
an Executive with the Employer.  Thereafter, a five-year vesting
schedule applies to each contribution to the Program (hereinafter
defined).  Contributions are 20% vested after one year of
service, 40% after 2 years of service, 60% after 3 years of
service, 80% after 4 years of service and 100% after 5 years of
service.

          4.03.  Notwithstanding the provisions of Section 4.02,
the vesting percentage will be 100 if the Executive's employment
terminates due to total disability.  The Executive will be deemed
totally disabled if, due to bodily injury occurring or mental or
physical disease originating while this Agreement is in force, he
is determined to be disabled based on the definition of
disability as defined in the insurance policy currently in force
with the Employer at the time of disability.

          4.04.  Notwithstanding the provisions of Section 4.02,
the vesting percentage will be 100 if the Executive's employment
terminates due to a "Change in Control."  A Change in Control
means the occurrence of (i) a person (including a group as
defined in Section 13(d)(3) of the Securities Exchange Act of
1934) becoming, directly or indirectly, the beneficial owner (as
defined under the Securities Exchange Act of 1934) of fifty
percent (50%) or more of the voting shares of common stock of the
Employer, or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constituted the
Board of Directors of the Employer (the "Board"), ceasing for any
reason to constitute at least a majority of the Board unless the
election of each director of the Board, who was not a director of
the Board at the beginning of such period, was approved by a vote
of at least two-thirds of the directors then still in office who
were directors at the beginning of such period, or (iii) the
Employer merging or consolidating with or having its assets
purchased by another corporation and as a result of such merger,
consolidation or sale of assets, less than a majority of the
outstanding voting stock of the surviving, resulting or
purchasing corporation being owned, immediately after the
transaction, by the holders of the voting stock of the Employer
outstanding immediately before the transaction.  Notwithstanding
the foregoing, a Change in Control will not be deemed to occur
due to the transfer of shares of common stock of the Employer
between individuals who are related within two (2) degrees of
consanguinity by will, gift or trust transferred pursuant to the
laws of descent and distribution of the Commonwealth of
Pennsylvania or pursuant to an agreement to purchase or sell such
common stock of the Employer.

          4.05.  The Employer will pay any benefit payable under
this Article 4 in the same installments as defined in
Article 2.02 thirty (30) days following the date of termination
of employment.

          4.06.  Notwithstanding anything contained herein to the
contrary, if the President or his designee determines that an
Executive has committed an act of embezzlement, fraud,
dishonesty, nonpayment of any obligation owed to the Employer, or
an Executive makes an unauthorized disclosure of any Employer
trade secret or confidential information, engages in any conduct
constituting unfair competition, induces any Employer customer to
breach a contract with the Employer or induces any principal for
whom the Employer acts as agent to terminate such agency
relationship, neither the Executive nor his or her estate shall
be entitled to a distribution of any amounts under the Program
whatsoever.

                           ARTICLE 5.

                     Hardship Distributions

          5.01.  While employed by the Employer, the Executive
may apply to the Program Administrator (hereinafter defined) for
a hardship distribution.  A hardship distribution can be made
only for an unforeseeable emergency or for education for the
Executive or Executive's dependents.  The term "unforeseeable
emergency" means a severe financial hardship to the Executive or
his dependent resulting from a sudden and unexpected illness or
accident, loss of the Executive's property due to casualty, or
other similar extraordinary and unforeseeable circumstances
arising as a result of circumstances beyond the Executive's
control.  Except for hardship distributions for education
expenses, no payment will be made to the extent other
alternatives to relieve the hardship are reasonably available to
the Executive such as the sale of assets, or other borrowings or
loans.

          5.02.  The maximum amount which will be applicable to
the hardship distribution shall be limited to 50% of the
Executive's vested Account balance at the time of distribution to
a maximum of $100,000.

          5.03.  The value of the Account will be reduced by any
hardship distribution.

                           ARTICLE 6.

                        Claims Procedure

          6.01.  The Executive or his or her beneficiary
("Claimant"), or duly authorized representative, must file a
claim for benefits in writing with Nathan S. Eckhart, the
Employer representative, who for purposes of this Agreement is
referred to as the Program Administrator.  The Employer reserves
the right to change the Program Administrator from time to time,
and will notify the Executive of any such change.

          6.02.  If the claim is denied in whole or in part,
written notice of the decision will be furnished to the Claimant
within a reasonable time after receipt of the claim.  The notice
will be prepared in a manner calculated to be understood by the
Claimant and will (1) state the specific reason or reasons for
the denial, (2) refer specifically to the pertinent Program
provisions on which the denial is based, (3) describe any
additional material or information necessary for the Claimant to
perfect a claim and an explanation as to why such material or
information is necessary, and (4) provide appropriate information
as to the steps to be taken by the Claimant if the Claimant
wishes to submit the claim for review.

          6.03.  A denied claim is appealable to the Program's
Named Fiduciary for review.  Allen Organ Company is the Program's
Named Fiduciary.  The Employer reserves the right to change the
Named Fiduciary from time to time.  The Claimant, or the
Claimant's duly authorized representative, must request a  review
in writing no later than sixty (60) days after receipt of notice
of denial of the claim.  The Claimant, or the Claimant's duly
authorized representative, may review pertinent documents and
submit issues and comments in writing.  The Named Fiduciary may,
at his discretion, hold a hearing.  The Named Fiduciary will make
a written decision following receipt of the request for review.
Absent special circumstances, the decision will be, made no later
than sixty (60) days following receipt of the request for review.
The decision on review will include specific reasons for the
decision and will be written in a manner calculated to be
understood by the Claimant.  The decision will also include
specific references to the pertinent Program provisions on which
the decision is based.

                           ARTICLE 7.

                          Miscellaneous

          7.01.  Neither the Executive nor any beneficiary or
creditor of the Executive shall have any right of anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance,
attachment or garnishment.  In the event of an attempted
assignment, alienation, sale, pledge or transfer, the Employer
shall have no further liability or responsibility for the payment
of benefits.

          7.02.  The term "beneficiary" includes any person,
trust or other entity, including the plural, last designated in
writing by the Executive and filed with the Program
Administrator.  The Executive may revoke or change any
beneficiary designation, in whole or in part, without the
beneficiary's consent.

          7.03.  The Named Fiduciary and designated Program
Administrator shall have the discretionary authority to interpret
the terms of this Agreement.

          7.04.  This Agreement may be amended or revoked, in
whole or in part, only by the written agreement of the Employer
and the Executive.

          7.05.  This Agreement is binding on the parties, as
well as their beneficiaries, heirs, and successors.

          7.06.  This Agreement will be executed in duplicate,
with one copy retained by each party.  Both copies shall be
considered an original copy and together shall constitute one and
the same Agreement,

          7.07.  This Agreement shall be governed by the laws of
the Commonwealth of Pennsylvania.


                               ALLEN ORGAN COMPANY
                               (Employer)

Attest:                       By /s/ STEVEN MARKOWITZ
                                     Steven Markowitz

/s/ LEONARD W. HELFRICH       Title:  President
Leonard W. Helfrich, Sec.

                              /s/ BARRY J. HOLBEN
                                  Barry J. Holben (Executive)



<PAGE>
        ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT


INSURER:                       Pacific Life Insurance Company


POLICY NUMBER:                 VP6082839-0

INSURED/EMPLOYEE:              BARRY J. HOLBEN

POLICYOWNER/CORPORATION:       ALLEN ORGAN COMPANY

EFFECTIVE DATE OF AGREEMENT:   August 1, 1999

The   respective  rights  and  duties  of  the  Corporation   and
Insured/Employee in the subject policy shall be as defined in the
following numbered paragraphs, namely:

I.      DEFINITIONS

"DEATH PROCEEDS":  Death Proceeds as used in this Agreement shall
mean  Specified  Amount,  described as Option  1  in  the  policy
contract;

"CASH VALUES":  Cash Values as used in this Agreement shall mean:

For Purposes of Policy Surrender - The Cash Surrender Value, as
that term is defined in the policy contract.

For Purposes Of Measuring Premium Payments And Obligations -
Accumulated Value or Policy Account Value, as that term is
described in the policy contract.

"PLANNED  PERIODIC  PREMIUM":  shall  mean  that  premium   level
selected by the parties subject to the Insurer's minimum  premium
requirements.

II.     POLICY TITLE AND OWNERSHIP

Title  and Ownership shall reside in the Corporation for its  use
and for the use of Insured all in accordance with this Agreement.
The  Corporation  alone  may,  to the  extent  of  its  interest,
exercise  the  right  to borrow or withdraw on  the  policy  cash
values.  Where the Corporation and Insured (or his assignee, with
the  consent of the Insured) mutually agree to exercise the right
to  increase the coverage under the subject Split Dollar  Policy,
then,  in  such  event, the rights, duties and  benefits  of  the
parties  to such increased coverage shall continue to be  subject
to the terms of this Agreement.

Notwithstanding  any  provision  hereof  to  the  contrary,   the
Corporation shall have the sole authority to direct the manner in
which  the Policy Account (as such term is defined in the Policy)
established  pursuant  to  the  terms  of  the  Policy  shall  be
allocated among the various investment options from time to  time
available  under  the Policy and to change such  allocation  from
time to time, as provided for in the Policy.

III.        BENEFICIARY DESIGNATION RIGHTS

Insured/Employee (or his assignee) shall have the right and power
to  designate a beneficiary or beneficiaries to receive his share
of  the  proceeds payable on the death of the insured but subject
to  any  right  or  interest the Corporation  may  have  in  such
proceeds as provided in this Agreement.

IV.     PREMIUM PAYMENT METHOD

Planned Periodic premium shall be paid annually as of the date of
issue and upon each subsequent premium due date.  The Corporation
shall pay an amount equal to the Planned Periodic Premium due.

The  Employee shall be charged with taxable income by  reason  of
the  economic  benefit of the insurance protection  received,  as
determined  under Revenue Rulings 64-328, l964-2 C.B.ll  and  66-
ll0, l966-l C.B.  l2.  The Corporation shall furnish the Employee
a  statement on Form W-2 of his or her taxable income,  including
income, received under this Plan.

V.      ASSUMPTION  OF PREMIUM PAYMENT OBLIGATION  BY  THE  OTHER
        PARTY

In  the event either the Corporation or Insured/Employee (or  his
assignee)  fails  to fulfill the obligation to  pay  premiums  as
contemplated in Paragraph IV., the other  may freely assume  such
obligation  in which event the rights under the policy  shall  be
altered in the manner described in Paragraph VIII.

VI.     DIVISION OF DEATH PROCEEDS OF POLICY

The  division of death proceeds of the policy, when premiums  are
paid in strict accord with Paragraph IV. and when insured's death
occurs  before  the end of the grace period for  any  premium  in
default, is as follows:

     A.(1)     Prior  to  The  Insured's  reaching  age  62,   or
     retirement age, if later:
                 The  Insured's Beneficiary, (or his assignee's),
        beneficiary(s), designated in accordance  with  Paragraph
        II.,  shall be entitled to a minimum of $400,000  of  the
        policy proceeds, if available.  The amount payable to the
        Insured/Employee's   Beneficiary  shall   be   determined
        annually  by the President of the Company, but shall  not
        be   less  than  $400,000  of  the  policy  proceeds,  if
        available.

     A.(2)    Post  The  Insured's  attainment  of  age  62,   or
     retirement age, if later:
                 The  Insured's Beneficiary, (or his assignee's),
        beneficiary(s), designated in accordance  with  Paragraph
        II.,  shall  be  entitled  to a  amount  which  shall  be
        determined annually by the President of the Company.

     B.   Corporation/Assignee shall be entitled to the remainder
     of  such proceeds, less, any indebtedness determined  as  of
     the date of death.

     C.  Corporation and Insured's Beneficiary (or his assignees)
     shall  share  in any interest due on the death  proceeds  as
     their  respective  share  of the proceeds  as  above-defined
     bears to the total proceeds excluding such interest.

     D.   In the event the Insured's death shall be the result of
     suicide within a two year period following the issuance of a
     life  insurance  policy insuring Employee's life  or  should
     Employee  be found to have committed fraud in completion  of
     the  insurance application, then no death benefits shall  be
     payable to Employee or his designated beneficiary.


VII.    DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY

Division of the cash surrender value of the policy, when premiums
are  paid  in strict accord with Paragraph IV. and when surrender
occurs not later than sixty days after due date of any premium in
default, are as follows:

The  Corporation  shall be entitled to an  amount  equal  to  the
policy's  cash  value,  as that term is  defined  in  the  policy
contract,  less  any  policy loans and unpaid  interest  or  cash
withdrawals  previously  incurred  by  the  Corporation  and  any
applicable  policy surrender charges.  Such cash value  shall  be
determined as of the date of Surrender.

VIII.   PARTIES' RIGHTS WHERE PREMIUM PAYMENT VARIATIONS EXIST

When  premiums are not paid in strict accord with Paragraph  IV.,
division of death proceeds or net cash value of the policy, as in
either  case  is defined in Paragraph VI. or VII.,  shall  be  as
follows:

A.In  the  event the Corporation should pay less in the aggregate
  than  the  share of planned periodic premiums,  as  defined  in
  Paragraph  IV., then the Corporation's share of death  proceeds
  or  of  the net cash value of the policy on surrender shall  be
  decreased within the limits of such proceeds or cash value,  as
  the  case  may  be,  by  the  total amount  of  such  decreased
  premiums.    The  Insured's  (or  his  assignee's)   designated
  beneficiary,  in  the event of death, and the Insured  (or  his
  assignee), in the event of surrender, shall be entitled to  any
  remainder of proceeds or net cash value.

B.Alternatively,  should  the  Corporation  pay   more   in   the
  aggregate than its share of premiums defined in Paragraph  IV.,
  then  the  Corporation's share of death proceeds  or  the  cash
  value of the policy on surrender shall be increased within  the
  limits  of such proceeds or cash value, as the case may be,  by
  the  total  amount of such increased share does not exceed  the
  sum  of the Corporation's premiums paid.  The Insured's (or his
  assignee's  designated beneficiary, in the event of death,  and
  the  Insured  (or  his  assignee), in the event  of  surrender,
  shall be entitled to any remainder of cash value.

IX.     NONFORFEITURE DEATH PROCEEDS

The   Corporation's  share  of  death  proceeds  payable  on  the
Insured's death while the policy is in force under any of its non-
forfeiture provisions shall be an amount equal to the excess,  if
any,  of  Corporation's share of the policy's cash value  at  the
date of default in premium payment (such share determined in  the
manner  prescribed in Paragraphs VI. or VIII. in relation to  the
facts  presented)  over any indebtedness against  the  policy  at
Insured's  death.   The  designated  beneficiary(ies)  shall   be
entitled to any remainder of such proceeds.

X.      NONFORFEITURE CASH VALUE

The Corporation's share of the cash value payable on surrender of
the  policy  while it is in force under any of its non-forfeiture
provisions  shall be an amount equal to the lesser of:   (a)  the
cash value at date of surrender less any policy surrender charge,
or  (b)  the  excess, if any, of the Corporation's share  of  the
policy's cash value in the manner prescribed in Paragraphs  VII.,
VIII.  of  IX.  in  relation  to the  facts  presented  over  any
indebtedness on the policy at date of surrender.  Insured (or his
assignee) shall be entitled to any remainder of such cash value.



XI.     PREMIUM WAIVER

If  the  policy contains a premium waiver provision or waiver  of
monthly  deduction, such waived amounts shall be  considered  for
all purposes of this Agreement as having been paid by Insured (or
his assignee).

XII.    RIGHTS  OF  PARTIES  WHERE POLICY  ENDOWMENT  OR  ANNUITY
        ELECTION EXISTS

In  the event the subject policy involves as endowment or annuity
element,  the  Corporation's right and interest in any  endowment
proceeds  or  annuity benefits, on expiration  of  the  deferment
period,  shall  be  determined  under  the  provisions  of   this
Agreement  by  regarding such endowment proceeds or the  commuted
value  of  such annuity benefits as the policy's net cash  value.
The Corporation's right and interest in endowment proceeds or  in
annuity  benefits shall be fulfilled at the end of the  endowment
period or annuity deferment period under either the policy proper
or  under its settlement provisions.  As contemplated herein,  an
annuity  policy  shall be considered to mature for  its  commuted
value on the specific date stated in the policy on which benefits
become  payable or on a date elected by the Corporation  pursuant
to the terms of the policy.

XIII.       TERMINATION OF AGREEMENT

This Agreement shall terminate upon the occurrence of any one  of
the following events:

    A.  Termination  by any party upon the occurrence  of  30-day
        written notice to the other parties;
    B.  Termination  of  Executive's  employment  for  cause   or
        Executive's Voluntary Resignation.
    C.  The Insured's (or his assignee's ) failure to pay (his/its)
        proportionate share of premiums, if any, as mutually-agreed upon
        by the Corporation and Insured under the options provided within
        Paragraphs IV. and V., herein.

Upon such termination, Insured (or his assignee) shall have a 90-
day option to receive from the Corporation an absolute assignment
of  the  policy  in  consideration  of  a  cash  payment  to  the
Corporation, whereupon this Agreement shall terminate.  Such cash
payment shall be the greater of:

    A.  The  Corporation's share of the cash value of the  policy
        on  the  date  of  such assignment, as  defined  in  this
        Agreement;

    B.  The  amount of the premiums which have been paid  by  the
        Corporation prior to the date of such assignment;

Should  Insured (or his assignee(s)) fail to exercise the  option
within  the prescribed 90-day period, Corporation shall  have  an
additional  30  day period to elect to continue the  coverage  in
which  case Insured shall transfer their respective interests  to
the Corporation.

Should  the  Corporation  elect not  to  continue  the  coverage,
Insured (or his assignee(s)) agrees that the subject policy  will
be  surrendered  to  the  Insurer and  the  proceeds  distributed
between  the Corporation and the Insured (or his assignee(s))  as
prescribed by Paragraphs VII, VIII or X. herein.

XIV.        INSURED OR ASSIGNEE'S ASSIGNMENT RIGHTS

Insured  (or  his  assignee) may, at  any  time,  assign  to  any
individual,  trust  or other organization all  right,  title  and
interest   in  the  subject  policy  and  all  rights,   options,
privileges and duties created under this Agreement.

XV.     AGREEMENT BINDING UPON PARTIES

This  Agreement shall bind the Insured and the Corporation, their
heirs, successors, personal representatives and assigns.

XVI.        NAMED FIDUCIARY AND PLAN ADMINISTRATOR

Allen  Organ Co. is hereby designated the "Named Fiduciary" until
resignation  or  removal  by the Board of  Directors.   As  Named
Fiduciary,  Allen  Organ  Co.  shall  be  responsible   for   the
management,  control and administration of the Split Dollar  plan
as  established herein.  Allen Organ Co. may allocate  to  others
certain  aspects of the management and operation responsibilities
of  the  plan  including  the  employment  of  advisors  and  the
delegation of any ministerial duties to qualified individuals.

XVII.   FUNDING

The  funding policy for the Split Dollar arrangement shall be  to
maintain  the  subject policy in force by paying, when  due,  all
premiums required.

XVIII.  AMENDMENT

The Split Dollar plan may be amended at any time and from time to
time  by  a  written instrument executed by the Insured  (or  his
assignee(s)) and the Corporation.

XIX.    BASIS OF PREMIUM PAYMENTS AND BENEFITS

Payments  to and from the Split Dollar Plan adopted herein  shall
be  in  accordance with the provisions of Paragraphs III. through
X., inclusive.

XX.   CLAIMS PROCEDURE FOR LIFE INSURANCE POLICY AND SPLIT DOLLAR
    PLAN

A.    Claim  forms or claim information as to the subject  policy
can be obtained by contacting Cornerstone Advisors.

When  the Named Fiduciary has a claim which may be covered  under
the  insurance  policy provisions, he or she should  contact  the
office or the person named above who will either complete a claim
form  and  forward  it  to an authorized  representative  of  the
Insurer  or  advise the Named Fiduciary what further requirements
are  necessary.  The Insurer will evaluate the claim and  make  a
decision  as to payment within 90 days of the date the  claim  is
received  by  the  Insurer.  In the event that  a  claim  is  not
eligible  under  the policy, the Insurer will  notify  the  Named
Fiduciary  of  the denial.  Such notification  will  be  made  in
writing within 90 days of the date the claim is received and will
be transmitted through the office of person named above.

The notification will include the specific reasons for the denial
as well as specific reference to the policy provisions upon which
the  denial is based.  The Named Fiduciary will also be  informed
as  to  the  steps  which may be taken to have the  claim  denial
reviewed.

A  decision as to the validity of a claim will ordinarily be made
within  10 working days of the date the claim is received by  the
Insurer.   Occasionally, however, certain questions  may  prevent
the  Insurer  from rendering a decision on the  validity  of  the
claim  within  the specific 90 day period.  If this  occurs,  the
Named Fiduciary will be notified of the reasons for the delay  as
well  as  the  anticipated length of the delay,  in  writing  and
through the office or person named above.  If further information
or  other  material is required, the Named Fiduciary will  be  so
informed.

If  the  Named Fiduciary is dissatisfied with the denial  of  the
claim or the amount paid, he or she has 60 days from the date  he
or she receives notice of a claim denial or receipt of the amount
paid  to  file his or her objections to the action taken  by  the
Insurer.   If  the  Named Fiduciary wishes  to  contest  a  claim
denial, he or she should notify the person or office named  above
who  will  assist  in  making an inquiry  to  the  Insurer.   All
objections  to  the Insurer's actions should be  in  writing  and
submitted to the person or office named above for transmittal  to
the  Insurer.  The Insurer will review the claim denial or amount
paid  and  render  a  decision  on such  objections.   The  Named
Fiduciary  will  be informed in writing of the  decision  of  the
Insurer  within 60 days of the date the claim review  request  is
received by the Insurer.  This decision will be final.

B.    Once a decision has been rendered as to the distribution of
proceeds  under  the claim procedure described above  as  to  the
policy,  claims  for  any benefits due  under  the  plan  or  the
surrender  of the policy may be made in writing by the  Owner  or
the  Owner's  designated beneficiary and  the  Insured  or  their
designated  beneficiary,  as  the  case  may  be,  to  the  Named
Fiduciary.

In  the event a claim for benefits is wholly or partly denied  or
disputed,  the Named Fiduciary shall, within a reasonable  period
of  time  after  receipt of the claim, notify  Owner  or  Owner's
designated   beneficiary   and  Insured   or   their   designated
beneficiary, as the case may be, of such total or partial  denial
or dispute, listing:

     A.    The  Specific  reason or reasons  for  the  denial  or
     dispute;

     B.   Specific  reference to pertinent plan  provisions  upon
          which the denial or dispute is based;

     C.   A  description of any additional information  necessary
          for   the  claimant  to  perfect  the  claim   and   an
          explanation  of  why such material  or  information  is
          necessary, and;

     D.   An explanation of the plan's review procedure.

Within  60  days of denial or notice of claim under the  plan,  a
claimant  may request, in writing, that the claim be reviewed  by
the Named Fiduciary in a full and fair hearing.  The claimant  or
his  duly authorized representative may, but need not, review the
pertinent  documents, and submit issues and comments  in  writing
for  consideration by the Named Fiduciary.  A decision  shall  be
rendered  by the Named Fiduciary within 60 days after receipt  of
request  for review.  The decision shall be in writing and  shall
include  the specific reason or reasons for the denial or dispute
and  specific reference to pertinent plan provisions  upon  which
the  denial  or  dispute  is based.  The  Named  Fiduciary  shall
possess   and   exercise   discretionary   authority   to    make
determinations as to a participant's eligibility for benefits and
to  construe  the terms of the plan.  The decision of  the  Named
Fiduciary  shall be final and non-reviewable unless found  to  be
arbitrary  and capricious by a court of competent  review.   Such
decision will be binding upon the Corporation and the claimant.

If  a claimant does not request a review of the Named Fiduciary's
determination within the 60 day period specified, he or she shall
be barred and estopped from challenging the Named Fiduciary.

XXI.        INSURANCE COMPANY NOT A PARTY TO AGREEMENT

The  Insurer  shall not be deemed a party to this  Agreement  but
will  respect the rights of the parties as herein developed  upon
receiving an executed copy of this Agreement.  Payment  or  other
performance of its contractual obligations in accordance with the
policy  provisions shall fully discharge the Insurer for any  and
all liability.

Executed  at Macungie, Pennsylvania, this 26th day of August, 1999.


                                            Allen Organ Co.
                                            (OWNER)

/s/ NATHAN S. ECKHART                BY: /s/ STEVEN MARKOWITZ
    WITNESS                                  Steven Markowitz, President



/s/ NATHAN S. ECKHART                    /s/ BARRY J. HOLBEN
    WITNESS                                  Barry J. Holben
                                            (INSURED/EMPLOYEE)