Exhibit 4.8


STEINWAY MUSICAL INSTRUMENTS, INC.


2006 EMPLOYEE STOCK PURCHASE PLAN


1.       PURPOSES


The purposes of the Steinway Musical Instruments,
Inc. 2006 Employee Stock Purchase Plan (the “Plan”) are (a) to provide an
incentive for Eligible Employees (as defined below) to continue devoting their
best efforts to the success of the Company (as defined below) and (b) to afford
such employees an opportunity to obtain a proprietary interest in the continued
growth and prosperity of the Company through ownership of its common stock
acquired in a convenient fashion.


2.       DEFINITIONS


Whenever used in the Plan:


“Alternative Offering Price” means 85% of the Fair Market Value of
Shares on the last day of the Purchase Period.


“Board” means the Board of Directors of the Company.


“Code” means the Internal Revenue Code of 1986, as amended.


“Committee” means the Board or such committee of the Board that shall
be designated to administer the Plan.


“Company” means Steinway Musical Instruments, Inc. and its wholly-owned
subsidiaries now existing as of the effective date of the adoption of the Plan
or thereafter formed or acquired.


“Compensation” means the annual rate of salary in effect for an
Eligible Employee on a Date of Offering.


“Date of Offering” means that day that has been specified by the Board
for any offering made under the Plan and which occurs (1) within the first 15
days of each August during the term of the Plan or (2) within the first 15 days
after the effective date of the Plan.


“Eligible Employee” means any person employed by the Company on a Date
of Offering during the term of the Plan, other than: (1) any employee who,
immediately after the grant of an option hereunder, would own (within the
meaning of Section 424(d) of the Code) Shares (including Shares which such
employee may purchase under outstanding options) possessing 5% or more of the
total combined voting power or value of all classes of the capital stock of the
Company; (2) any employee whose customary employment is 20 hours or less per
week; (3) any employee whose customary employment is for not more than five
months in any calendar year; or (4) any highly compensated employee (within the
meaning of Section 414(q) of the Code) who is a member of the Board or who is
otherwise subject to the provisions of Section 16 of the Securities Exchange
Act of 1934, as amended.


“Fair Market Value” means the simple average, on a given day or, if no
sales of Shares were made on that day, the simple average on the next preceding
day on which sales were made, of the high and low prices per Share on the
principal national securities exchange on which the Shares are then traded or,
if the Shares are not then traded on a national securities exchange, the simple
average of the bid and asked price per Share on the over-the-counter market as
reported by NASDAQ.  If, at the time an
option is granted under the Plan, the Company’s Shares are not publicly traded,
“Fair Market Value” shall be deemed to be the fair value per Share determined
by the Board after taking into consideration all factors which it deems 











appropriate,
including, without limitation, recent sale and offer prices of the Shares in
private transactions negotiated at arm’s length.


“Offering Price” means 85% of the Fair Market Value of Shares on a Date
of Offering.


“Purchase Period” means, with respect to an offering under the Plan,
the period commencing on the Date of Offering and ending twelve (12) months
thereafter.


“Shares” means shares of common stock, $.001 par value per share, of
the Company.


3.       SCOPE OF PLAN


Options to purchase Shares may be granted by the
Company to Eligible Employees during the ten-year period commencing on the
effective date of the Plan, as hereinafter provided, but not more than 400,000
Shares shall be purchased pursuant to such options.  All employees granted options pursuant to the
Plan shall have the same rights and privileges with respect to such
options.  The Shares delivered by the
Company pursuant to the exercise of any option granted under the Plan may be
treasury shares, newly issued shares or both.


4.       OFFERINGS


Subject to the terms and conditions of the Plan, the
Board shall make an offering on a specified day during the first 15 days after
the effective date of the Plan and thereafter an annual offering on a specified
day during the first 15 days of August to Eligible Employees to purchase Shares
under the Plan; provided, however, that the Board may, in its discretion,
determine to make no offering in any given year.  The terms and conditions for each such
offering shall specify the Date of Offering, the Offering Price, and the number
of Shares that may be purchased thereunder. 
During the Purchase Period, payroll deductions shall be made from the
Compensation of Eligible Employees accepting an option under an offering
hereunder.


5.       NUMBER OF SHARES EACH ELIGIBLE EMPLOYEE MAY PURCHASE


A.         Subject to the provisions of the Plan, and as
to any offering made hereunder, each Eligible Employee shall be offered an
option to purchase that number of whole Shares that have on the Date of
Offering an aggregate purchase price (determined on the basis of the Offering
Price) equal to any whole percentage of his or her Compensation up to a maximum
of 5% (i.e., 1%, 2%, 3%, 4% or 5%).  In
the event such an option would involve the purchase of a fractional Share, the
number of Shares which may be purchased shall be rounded down to the next whole
number.


B.           If Eligible Employees elect, in any one
offering, to accept options to an extent that would result (if options were
granted on that basis) in the granting of options for that offering to purchase
more than the aggregate number of Shares specified by the Board for that
offering, the Committee shall adjust such options on a pro rata basis so that
the aggregate number of Shares subject to purchase under that offering does not
exceed such specified number of Shares.


C.           No Eligible Employee may be granted an option
to purchase Shares that would permit his or her total rights to purchase Shares
of the Company’s capital stock under all employee stock purchase plans of the
Company to accrue at a rate that exceeds $25,000 (based on the Fair Market
Value on the Date of Offering of the Shares subject to the option) for each
calendar year during which any such option granted to such individual is
outstanding at any time.


6.       METHOD OF PARTICIPATION


A.         The Committee shall give notice to Eligible
Employees of each offering of options to purchase Shares pursuant to the Plan
and the terms and conditions for each offering. 
Such notice shall specify the number of Shares which may be covered by
the option to be offered to each Eligible Employee, the Offering Price and such
other information as the Committee may determine.











B.           Each Eligible Employee who desires to accept
all or any part of the option to purchase Shares under an offering shall
signify his or her election to do so in the form and manner and by the deadline
prescribed by the Committee, provided that in no event may an election be made
after the Purchase Period.  Each such
Eligible Employee shall also authorize the Company, in the form and manner
prescribed by the Committee, to make payroll deductions to cover the aggregate
purchase price of those Shares in respect of which he or she has elected to
accept an option.  Such election and
authorization shall continue in effect unless and until such Eligible Employee
withdraws from the Plan or terminates his or her employment with the Company,
as hereinafter provided.


C.           The Company shall thereafter provide each
Eligible Employee accepting an option under each offering a notice indicating
the number of Shares covered by such option, the Offering Price, and any pro
rata reduction in accordance with Paragraph 5.B.


D.          Each Eligible Employee who does not wish to
accept any part of an option to purchase Shares under an offering shall so
signify in the form and manner prescribed by the Committee.  Such election not to accept any part of such
option shall be irrevocable for such offering.


7.       PAYROLL DEDUCTIONS


A.         The aggregate purchase price for those Shares
as to which each Eligible Employee has elected to accept the option offered to
him or her shall be deducted from his or her compensation during the Purchase
Period specified in the offering through weekly, bi-weekly, semi-monthly or
monthly payroll deductions, as applicable, in substantially equal
installments.  Such payroll deductions
shall commence as soon as practicable after the applicable Date of Offering,
and shall continue until the last day of the Purchase Period.


B.           In the event the payroll deductions of an
Eligible Employee participating in the Plan are temporarily discontinued
because of leave of absence, lay-off, temporary disability or other similar
reason, then the number of Shares subject to purchase under his or her option
shall be automatically reduced to that number of whole Shares which his or her
aggregate payroll deductions actually made within the Purchase Period is
sufficient to purchase. The balance of such payroll deductions, if any, shall
be refunded to the Eligible Employee in cash, without interest.  Notwithstanding the foregoing, however, such
Eligible Employee may, prior to the conclusion of the Purchase Period, make a
payment to the Company in one lump sum of an amount equal to the amount which
was not subject to payroll deductions by reason of the temporary discontinuance
thereof and, in that event, such Eligible Employee shall then be entitled to
purchase the total number of Shares for which he or she has accepted an option.


C.           Any amounts to be paid or Shares to be
delivered under the Plan shall be reduced by any sums required to be withheld
by the Company under federal, state and local tax withholding laws.


8.       RIGHT TO WITHDRAW


A.         An Eligible Employee who has accepted an
option to purchase Shares may, at any time prior to his or her last regular
payroll deduction thereunder, direct the Company to make no further deductions
from his or her Compensation with respect to such option, or may cancel the
entire option.  Upon either of such
actions, all payroll deductions with respect to such option shall cease. If the
employee has directed that payroll deductions be discontinued, any sums
theretofore deducted in respect of the offering shall be retained by the
Company until the end of the Purchase Period, at which time there shall be
issued to the employee the number of whole Shares that can be purchased with
the sum deducted and any remaining balance of the sum shall be paid to him or
her in cash, without interest.  If the
employee has cancelled his or her option, the Company shall refund in cash,
without interest, all amounts credited to the account of such employee with
respect to the applicable offering.


B.           Notification of an Eligible Employee’s
election to terminate deductions, or to cancel an option, shall be made by the
filing of an appropriate notice to such effect with the Committee.











9.       TERMINATION OF EMPLOYMENT


A.         In the event the employment of an Eligible
Employee who has accepted an option to purchase Shares is terminated prior to
his or her final payroll deduction hereunder because of death, total and
permanent disability, or retirement at or after age 65 or earlier with the
consent of the Company, he or she, or his or her legal representative, as
applicable, may either:


(1)         cancel
his or her option, in which event the Company shall refund in cash, without
interest, all amounts credited to his or her account under all offerings in
which he or she is participating under the Plan; or


(2)         elect
to receive at the conclusion of each applicable Purchase Period that number of
whole Shares which his or her payroll deductions actually made are sufficient
to purchase, plus the balance of such payroll deductions, if any, in cash,
without interest.


B.           The election of an Eligible Employee, or his
or her legal representative, as applicable, pursuant to Paragraph 9.A above
shall be made within three months after the event causing the termination of
employment and within 27 months after the Date of Offering.  Notification of the election shall be filed
with the Committee and, in the event no notification has been filed within the
prescribed period, the Company shall act in accordance with Paragraph 9.A(1)
above.


C.           In the event the employment of an Eligible
Employee who has accepted an option to purchase Shares is terminated for any
reason other than those specified in Paragraph 9.A, the outstanding options
held by such Eligible Employee shall be immediately canceled and the Company
shall refund in cash, without interest, all amounts credited to his or her
account under all offerings in which he or she is participating under the Plan.


10.      EXERCISE OF OPTION AND PURCHASE OF SHARES


A.         As of the last day of the Purchase Period of
each offering, the Committee shall determine the Alternative Offering
Price.  Unless an Eligible Employee who
has accepted an option under the offering has subsequently withdrawn from the
offering pursuant to Paragraph 8 hereof, his or her option shall be deemed to
have been exercised as of the last day of the applicable Purchase Period and
become on such date an irrevocable obligation to purchase Shares in accordance
with the provisions of the Plan.  The
number of whole Shares so purchased by each such Eligible Employee shall be
determined by dividing the amount accumulated in his or her account by payroll
deductions during the Purchase Period by the lower of either the Offering Price
or the Alternative Offering Price, rounded down to a whole number of
Shares.  As soon as practicable
thereafter, certificates for the number of whole Shares, determined as
aforesaid, purchased by each Eligible Employee shall be issued to him or
her.  Any balance remaining in the
account of an Eligible Employee shall be carried forward to the next Purchase
Period.


B.           In the event that, with respect to any
offering hereunder, the Alternative Offering Price is lower than the Offering
Price to such an extent that Eligible Employees participating in the offering
become entitled to purchase more Shares than were originally subscribed for by
all Eligible Employees accepting options under such offering, the Committee
shall apportion the aggregate Shares available for purchase under the offering
among Eligible Employees participating in the offering on a pro rata basis in
accordance with the number of Shares actually subscribed for by each such
Eligible Employee, and any amount remaining in the accounts of Eligible
Employees shall be carried forward to the next Purchase Period.


11.      RIGHTS AS A STOCKHOLDER


An Eligible Employee who has accepted an option to
purchase Shares under the Plan shall not be entitled to any of the rights or
privileges of a stockholder of the Company, including the right to receive any
dividends which may be declared by the Company until such time as he or she has
actually paid the purchase price for such Shares and certificates have been
issued to him or her in accordance with Paragraph 10 hereof.











12.      RIGHTS NOT TRANSFERABLE


An Eligible Employee’s rights under the Plan are
exercisable, during his or her lifetime, only by him or her and may not be
sold, pledged, assigned or transferred in any manner other than by will or the
laws of descent and distribution.  Any
attempt to sell, pledge, assign or transfer such rights shall be void and shall
automatically cause the option held by the Eligible Employee to be terminated.  In such event, the Company shall refund in cash,
without interest, all amounts credited to the account of such Eligible Employee
in all offerings under the Plan.


13.      ADMINISTRATION OF THE PLAN


A.         The Plan shall be administered by the
Committee, which is authorized to make such uniform rules as may be necessary
to carry out its provisions.  The
Committee shall determine any questions arising in the administration,
interpretation and application of the Plan, and all such determinations shall
be conclusive and binding on all parties.


B.           If any option granted under the Plan shall
lapse or terminate, the number of Shares as to which such option shall have
lapsed or terminated shall become available for sale under the Plan.


14.      ADJUSTMENT UPON CHANGES IN CAPITALIZATION


In the event of any change in the Shares of the
Company by reason of stock dividends, split-ups, corporate separations,
recapitalizations, mergers, consolidations, combinations, exchanges of Shares
and the like, the aggregate number and class of Shares available under the Plan
and the number and class of Shares under option but not yet issued under the
Plan shall be adjusted appropriately; provided, however, that no adjustment
shall be made which would result in a modification of the options granted
hereunder and thereby disqualify the Plan as an employee stock purchase plan
under the provisions of Section 423 of the Code.


15.      REGISTRATION OF CERTIFICATES


Stock
certificates may be registered in the name of the Eligible Employee, or, if he
or she so designates, in his or her name jointly with his or her spouse, with
right of survivorship.


16.      AMENDMENT OF PLAN


The
Board may at any time amend the Plan in any respect, subject to any requirement
of stockholder approval required by applicable law, rule or regulation,
including, without limitation, Section 422 of the Code, Section 162(m) of the
Code and the rules of the New York Stock Exchange; provided, however,
the Board may amend the Plan, including without limitation retroactive
amendments, without stockholder approval as necessary to avoid the imposition
of any taxes under Section 409A of the Code. 
Notwithstanding the above, without the approval of a majority of the
Shares of the Company’s capital stock then issued and outstanding and entitled
to vote, no amendment shall be made (i) increasing the number of Shares to be
reserved under the Plan (other than as provided in Paragraph 14), (ii)
decreasing the purchase price per Share (other than as provided in Paragraph
14), or (iii) materially increasing benefits under the Plan within the meaning
of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, to the
extent that rule is applicable.


17.      TERMINATION OF THE PLAN


Unless
earlier terminated at the discretion of the Board, the Plan and all rights of
Eligible Employees in any offering hereunder shall terminate at the earlier of
(a) the conclusion of the last Purchase Period authorized herein or (b) on the
day that Eligible Employees participating in offerings under the Plan become
entitled to purchase a number of Shares equal to or greater than the number of
Shares remaining available for purchase. 
Upon termination of the Plan, Shares shall be issued to Eligible
Employees, and cash, if any, remaining in the accounts of the Eligible
Employees shall be refunded to them as if the Plan 











were
terminated at the end of a Purchase Period.


18.      GOVERNMENTAL REGULATIONS AND LISTING


All
rights granted or to be granted to Eligible Employees under the Plan are
expressly subject to all applicable laws and regulations and to the approval of
all governmental authorities required in connection with the authorization,
issuance, sale or transfer of the Shares reserved for the Plan including,
without limitation, (i) there being a current registration statement of the
Company covering the offer of Shares purchasable under options on the last day
of the Purchase Period applicable to such options, and if a registration
statement shall not then be effective the term of such options and the Purchase
Period shall be extended until the first business day after the effective date
of such registration statement, or post-effective amendment thereto, or (ii)
there being an exemption from such registration.


19.      MISCELLANEOUS


A.         The Plan shall not become effective unless
and until it has been approved, in the manner prescribed by law, by the
stockholders of the Company.


B.           The Plan shall not be deemed to constitute a
contract of employment between the Company and any Eligible Employee, nor shall
it interfere with the right of the Company to terminate any Eligible Employee
and treat him or her without regard to the effect which such treatment might
have upon him or her under the Plan.


C.           No option shall be granted hereunder, nor
shall the Plan be interpreted in such a manner, which could cause the Plan or
any options issued hereunder to fail to qualify under Section 423 of the Code.


D.          The Plan shall be construed and its
provisions enforced and administered in accordance with the laws of the State
of Delaware.


20.      EFFECTIVE DATE


The
effective date of the Plan shall be August 1, 2006, subject to approval by the
shareholders.