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                                                                   EXHIBIT 10.12


                        AMENDMENT TO AMENDED AND RESTATED
                  INVENTORY PURCHASE AND CONSIGNMENT AGREEMENT

                  THIS AMENDMENT TO AMENDED AND RESTATED INVENTORY PURCHASE AND
CONSIGNMENT AGREEMENT (this "AMENDMENT") is dated as of March 23, 2000 and
entered into by and between BALDWIN PIANO AND ORGAN COMPANY, a Delaware
corporation ("BALDWIN"), and DEUTSCHE FINANCIAL SERVICES CORPORATION, a Nevada
corporation ("DFS"). Capitalized terms used herein but not defined shall have
the meanings ascribed to them in the Inventory Purchase and Consignment
Agreement (as defined below).

                                    RECITALS

                  WHEREAS, Baldwin and DFS are parties to that certain Amended
and Restated Inventory Purchase and Consignment Agreement dated as of October
28, 1998, as amended by Amendments dated April 26, 1999 and January 13, 2000,
respectively (the "INVENTORY PURCHASE AND CONSIGNMENT AGREEMENT");

                  WHEREAS, pursuant to the Inventory Purchase and Consignment
Agreement, DFS has agreed, among other things, to purchase from Baldwin under
the terms and conditions specified therein, and Baldwin has agreed to sell to
DFS under the terms and conditions specified therein, the Retail Consigned
Goods;

                  WHEREAS, DFS no longer wishes to purchase from Baldwin, and
Baldwin no longer wishes to sell to DFS, the Retail Consigned Goods and each of
DFS and Baldwin wish to amend the Inventory Purchase and Consignment Agreement
accordingly;

                  WHEREAS, DFS and Baldwin are willing to make such amendments,
but only on the terms set forth herein:

                  NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Baldwin and DFS agree as follows:

                  1. The second sentence of the Recitals is hereby deleted in
its entirety and restated as follows:

                  "Baldwin also wishes to maintain a stock of pianos for use in
                  concert halls by musical artists ("CONCERT DEMO PROGRAM"). At
                  the request of Baldwin, DFS is willing to purchase the pianos
                  which Baldwin has loaned or in the future intends to loan to
                  the colleges and universities (each a "UNIVERSITY") under the
                  University Demo Program ("UNIVERSITY CONSIGNED GOODS") and
                  certain concert halls and/or musical artists under the Concert
                  Demo Program ("CONCERT CONSIGNED GOODS") and consign such
                  goods back to Baldwin (University Consigned Goods and Concert
                  Consigned Goods being collectively referred to as "CONSIGNED
                  GOODS").


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                  2. Section 1.1 of the Inventory Purchase and Consignment
Agreement, General Terms, is hereby deleted in its entirety and restated as
follows:

                  "Subject to the terms of this Agreement, DFS will purchase
                  from Baldwin: (a) University Consigned Goods for the wholesale
                  price at which Baldwin sells similar goods to its retail
                  dealers in the ordinary course of business; and (b) Concert
                  Consigned Goods for one hundred percent (100%) of the
                  wholesale price at which Baldwin sells similar goods to its
                  retail dealers in the ordinary course of business ((a) and (b)
                  each the "INVOICE PRICE") after receipt of an invoice to DFS
                  listing the Consigned Goods that Baldwin is selling to DFS
                  ("INVOICE"), and consign such Consigned Goods back to Baldwin;
                  provided, however, that the aggregate Invoice Price of all
                  Consigned Goods for which DFS has not received payment from
                  Baldwin pursuant to Section 10 will at no time exceed the sum
                  of Fifteen Million Dollars ($15,000,000.00) ("CONSIGNMENT
                  LIMIT"). Title to any particular item of Consigned Goods will
                  transfer from Baldwin to DFS and thereafter remain in DFS and
                  will not pass back to Baldwin, unless Baldwin purchases such
                  Consigned Goods from DFS as provided in this Section 10. DFS
                  may, at any time, elect not to purchase Consigned Goods from
                  Baldwin and consign such Consigned Goods back to Baldwin if
                  Baldwin is in default of its obligations to DFS. Baldwin
                  acknowledges that neither the execution of this Agreement nor
                  the consignment of any goods by DFS to Baldwin hereunder will
                  in any way bind or obligate DFS to purchase or consign further
                  goods to Baldwin, and it will be in DFS' sole discretion
                  whether or not to purchase or consign any goods to Baldwin."

                  3. Subsection 1.3(e) of the Inventory Purchase and Consignment
Agreement is hereby deleted in its entirety and restated as follows:

                  "Baldwin's Invoice to DFS for the Consigned Goods will include
                  DFS' approval number for such Consigned Goods, the name and
                  address of the University to which University Consigned Goods
                  were shipped, the name and address of the concert hall or
                  retail dealer to which Concert Consigned Goods were shipped
                  and (except with respect to University Consigned Goods placed
                  with a University prior to the date of this Agreement and
                  identified on Exhibit A attached hereto and Concert Consigned
                  Goods placed with a concert hall or retail dealer under the
                  Concert Demo Program prior to October 31, 1998 and identified
                  on Exhibit A-1 attached hereto) the date on which the
                  Consigned Goods were delivered. Baldwin will deliver such
                  Invoice to DFS within ten (10) days of the date of the
                  delivery of the Consigned Goods to a University under the
                  University Demo Program, to a concert hall or retail dealer
                  under the Concert Demo Program or to a retail outlet directly
                  or indirectly owned or managed by Baldwin."


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                  4. Baldwin agrees that, as a condition to the effectiveness of
this Amendment, it will immediately pay to DFS all amounts currently due and
owing under the Inventory Purchase and Consignment Agreement in respect of the
Retail Consigned Goods which amount is equal to $2,689,361.

                  5. DFS hereby releases, assigns, transfers and delivers to
Baldwin all right, title and interest that is has in the Retail Consigned Goods
and terminates and releases each security interest and lien granted under the
Inventory Purchase and Consignment Agreement with respect to such Retail
Consigned Goods. DFS further agrees to sign and remit to Baldwin any and all
documents confirming or evidencing all releases of DFS' security interest in the
Retail Consigned Goods pursuant hereto reasonably requested by Baldwin,
including[, upon reasonable request by Baldwin,] all documents necessary or
useful to partially release any financing statement or other filing with respect
to any security interest granted to DFS with respect to the Retail Consigned
Goods under the terms and conditions of the Inventory Purchase and Consignment
Agreement in respect of the Retail Consigned Goods.

                  All other terms as they appear in the Inventory Purchase and
Consignment Agreement, to the extent not inconsistent with the foregoing
Amendment, are ratified and remain unchanged and in full force and effect.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered as of the date first written above.

                                    BALDWIN PIANO & ORGAN COMPANY

                                    /s/ DUANE KIMBLE
                                    ------------------------------------
                                    Duane Kimble
                                    Executive Vice President and Chief Executive
                                    Officer

                                    DEUTSCHE FINANCIAL SERVICES CORPORATION

                                    /s/ WILLIAM THOMSON
                                    -----------------------------------
                                    William Thomson
                                    Credit Manager


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