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                                                                  EXECUTION COPY

                                                                          10(ii)

                             AMENDMENT NO. 1 TO THE
                           SERIES 1997-1 CERTIFICATE
                               PURCHASE AGREEMENT

         AMENDMENT NO. 1 TO THE SERIES 1997-1 CERTIFICATE PURCHASE AGREEMENT,
dated as of November 25, 1998 among THE EL-BEE RECEIVABLES CORPORATION, a
Delaware corporation, as Seller (the "SELLER"), CORPORATE RECEIVABLES
CORPORATION, a California corporation, as Purchaser (the "PURCHASER"), the
financial institutions listed on the signature pages hereof, as Liquidity
Providers (the "LIQUIDITY PROVIDERS"), CITICORP NORTH AMERICA, INC., a Delaware
corporation, as Program Agent (the "PROGRAM AGENT"), and BANKERS TRUST COMPANY,
a New York banking corporation, as Trustee (the "TRUSTEE").

         PRELIMINARY STATEMENTS:

         (1)  The Seller, the Purchaser, the Liquidity Providers, the Program
Agent and the Trustee have entered into the Series 1997-1 Certificate Purchase
Agreement dated December 30, 1997 (as such Certificate Purchase Agreement has
been amended, supplemented or otherwise modified through the date thereof, the
"CERTIFICATE PURCHASE AGREEMENT"; all capitalized terms not otherwise defined
herein are used herein as defined in the Certificate Purchase Agreement).

         (2)  Simultaneously herewith, the Seller and the Trustee (A) have
entered into an Amendment No. 1 to the Elder-Beerman Master Trust Series 1997-1
Supplement dated as of the date hereof, substantially in the form of Exhibit A
attached hereto (hereinafter referred to as the "AMENDMENT TO THE SUPPLEMENT"),
and (B) have entered into a Waiver to the Pooling and Servicing Agreement dated
as of the date hereof, substantially in the form of Exhibit B attached hereto
(hereinafter referred to as the "WAIVER TO POOLING AND SERVICING AGREEMENT").

         (3)  The Seller has requested that the Series 1997-1 Class A Purchase
Limit under the Certificate Purchase Agreement be increased.

         (4) The parties hereto have agreed to so increase the Series 1997-1
Class A Purchase Limit on the terms and conditions as set forth herein.

         SECTION 1. AMENDMENTS TO THE CERTIFICATE PURCHASE AGREEMENT. The
Certificate Purchase Agreement is, effective as of the date hereof and subject
to the satisfaction of the conditions precedent set forth in Section 2 hereof
hereby amended as follows:

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                                       2

              (a) The definition of "ELIGIBLE ASSIGNEE" in Section 1.01 thereof
         is hereby deleted in its entirety and replaced by the following
         definition:

                  "ELIGIBLE ASSIGNEE" means (a) depository institution
              organized under the laws of the United States of America or any
              state thereof, or the District of Columbia (or any domestic branch
              of a foreign bank authorized under such laws), that is engaged in
              making, purchasing or otherwise investing in commercial loans in
              the ordinary course of its business, (i) whose senior long-term
              unsecured debt obligations are rated at least (A) A- or better by
              Standard & Poor's, and (B) A3 or better by Moody's, (ii) which is
              subject to regulation regarding fiduciary funds on deposit
              substantially similar to 12 C.F.R. Section 9.10(b) and (iii) which
              has a combined capital and surplus of at least $500,000,000, or
              (b) a finance company, insurance company or other financial
              institution or fund (whether a corporation, partnership, trust or
              other entity), that is engaged in making, purchasing or otherwise
              investing in commercial loans in the ordinary course of its
              business; PROVIDED that any such depository institution, finance
              company, insurance company, financial institution or fund that is
              investing the assets of (i) an "employee benefit plan" within the
              meaning of Section 3(3) or ERISA, (ii) a "plan" within the meaning
              of Section 4975 of the Code or (iii) any entity that is deemed to
              hold "plan assets" within the meaning of 29 C.F.R. Section
              2510.3-101 of any such employee benefit plan or plan in acquiring
              any Investor Certificate or any interest therein shall not, in any
              such case, be an "Eligible Assignee".

              (b) The definition of "INITIAL TERM" in Section 1.01 thereof is
         hereby deleted in its entirety and replaced by the following
         definition:

                  "INITIAL TERM" means, with respect to each Liquidity Provider
              Commitment, the period which commences on the date such Liquidity
              Provider enters into this Agreement and ends on the Initial Term
              Termination Date."

              (c) Section 1.01 thereof is hereby amended by inserting therein,
         in the appropriate alphabetical order, the following definition:

                  "INITIAL TERM TERMINATION DATE" means the later to occur of
              (x) November 25, 1998, and (y) the date on which the conditions of
              effectiveness set forth in Section 2 of that certain Amendment No.
              1 to the Series 1997-1 Certificate Purchase Agreement, dated as of
              November 25, 1998, among the Seller, the Purchaser, the Liquidity
              Provider, the Program Agent and the Trustee shall have been either
              fulfilled or waived, PROVIDED, HOWEVER, that the Initial Term will
              not extend beyond December 28, 1998.


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              (d)  The definition of "SERIES 1997-1 CLASS A PURCHASE LIMIT" in
         Section 1.01 thereof is hereby deleted in its entirety and replaced by
         the following definition:

                   "SERIES 1997-1 CLASS A PURCHASE LIMIT" means, as of any date,
              $167,000,000 (or, if less, the aggregate amount of Commitments of
              all Liquidity Providers who as of such date are party to this
              Agreement), as such amount shall have been reduced pursuant to
              Section 2.04 hereof.

              (e)  The first sentence of Section 2.07 thereof is hereby deleted
         in its entirety and replaced by the following sentence:

                   "The Initial Term of each Liquidity Provider Commitment
              hereunder shall be for a period commencing on the date such
              Liquidity Provider enters into this Agreement and, subject to any
              earlier termination under Section 8.08, ending on the Initial Term
              Termination Date."

              SECTION 2. CONDITIONS OF EFFECTIVENESS. This Amendment shall
become effective as of the date first above written when, and only when, (A) the
Program Agent shall have received counterparts of this Amendment executed by all
the parties hereto; (B) each of the conditions of effectiveness set forth in
Section 2 of the Amendment to the Supplement shall have either been fulfilled or
waived in accordance with the terms thereof; (C) each of the conditions of
effectiveness set forth in Section 3 of the Waiver to Pooling and Servicing
Agreement shall have either been fulfilled or waived in accordance with the
terms thereof; (D) each of the conditions precedent set forth in Sections 4.02
and 4.03 of the Certificate Purchase Agreement with respect to an Increase (if
an Increase shall occur on such date) shall have either been fulfilled or waived
in accordance with the terms thereof; and (E) the Program Agent and the Trustee
shall have received all of the following documents, each dated as of the date
hereof (unless otherwise specified by the Program Agent), in form and substance
satisfactory to the Program Agent (unless otherwise specified) and in sufficient
copies as indicated by the Program Agent.

              (a)  Counterparts of the Consent appended hereto (hereinafter
         referred to as the "CONSENT", and together with this Amendment, the
         Amendment to the Supplement and the Waiver to Pooling and Servicing
         Agreement, hereinafter collectively referred to as the "AMENDMENT
         DOCUMENTS" and, individually, as an "AMENDMENT DOCUMENT") executed by
         the Parent.

              (b)  A consent by CITICORP USA, INC., as Bank Agent for the
         lenders party to the Credit Agreement, in form and substance
         satisfactory to the Program Agent, with respect to the transactions
         contemplated by the Amendment Documents.

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              (c)  Certified copies of the resolutions of the Board of Directors
         of the Parent, the Servicer and the Seller approving each Amendment
         Document to which it is or is to be a party, and of all documents
         evidencing other necessary corporate action and governmental and other
         third party approvals and consents, if any, with respect to each
         Amendment Document.

              (d)  A copy of a certificate of the Secretary of State of the
         jurisdiction of its incorporation, dated reasonably near the date
         hereof, certifying that each of the Parent, the Servicer and the Seller
         is in good standing under the laws of the jurisdiction of its
         incorporation.

              (e)  A certificate of the Parent, the Servicer and the Seller,
         signed on behalf of the Parent, the Servicer and Seller, respectively,
         by its President or a Vice President, dated as of the date hereof (the
         statements made in which certificate shall be true on and as of the
         date hereof), certifying as to (A) the absence of any amendments to its
         charter since the last date of delivery thereof pursuant to the
         Transaction Documents, (B) a true and correct copy of its bylaws (and
         all amendments thereto) as in effect on the date hereof, (C) its due
         incorporation and good standing as a corporation organized under the
         laws of the jurisdiction of its incorporation and the absence of any
         proceeding for its dissolution or liquidation, (D) the truth of its
         representations and warranties contained in the Transaction Documents
         as though made on and as of the date hereof and (E) the absence of any
         event occurring and continuing, or resulting from the transactions
         contemplated by the Amendment Documents,that constitutes, or with
         notice or the lapse of time would constitute, an Early Amortization
         Event or a Termination Event (as defined in the Purchase Agreements).

              (f)  A certificate of the Secretary or an Assistant Secretary (or,
         in the case of the Trustee, an Assistant Treasurer) of the Parent, the
         Servicer, the Seller and the Trustee certifying the names and true
         signatures of the officers of the Parent, the Servicer, the Seller and
         the Trustee, respectively, authorized to sign the Amendment Documents
         to which such Person is a party and any other documents contemplated
         hereunder or thereunder, and appropriately evidencing the incumbency of
         such officers and such Secretary or Assistant Secretary.

              (g) A certificate of the Trustee,signed on its behalf by a Vice
         President, an Assistant Vice President, an Assistant Treasurer or an
         Assistant Secretary, dated the date hereof (the statements made in
         which certificate shall be true on and as of the date hereof),
         certifying as to (A) a true and correct copy of its bylaws (and all
         amendments thereto) as in effect on the date hereof and (B) the due
         authentication of any Class A Certificates issued pursuant to the
         transactions contemplated by the Amendment Documents.

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              (h)  A favorable opinion of Jones, Day, Reavis & Pogue, counsel
         for the Parent, the Servicer and the Seller, in form and substance
         satisfactory to the Program Agent which shall include, without
         limitation, (A) an opinion as to enforceability of the Amendment
         Documents and (B) a general corporate opinion.

              (i) (A) An executed Notice of Increase, substantially in the form
         of Exhibit C to the Certificate Purchase Agreement, if any, and (B) the
         Class A Certificates, if any, each delivered in accordance with the
         provisions of Section 2.05(b) of the Certificate Purchase Agreement.

              (j)  Evidence of payment of all related fees and expenses then due
         and payable in connection with the Amendment Documents.

This Amendment is subject to the provisions of Section 8.01 of the Certificate
Purchase Agreement.

         SECTION 3. LIQUIDITY PROVIDER COMMITMENTS, WAIVER. (A) Subject to
fulfillment of all of the conditions of effectiveness set forth in Section 2
hereof, each Liquidity Provider party hereto hereby agrees that, (i) as of the
date hereof, such Liquidity Provider's Commitment under the Certificate Purchase
Agreement will be the amount set forth opposite such Liquidity Provider's name
on the signature pages hereto under the caption "Liquidity Provider Commitment",
and (ii) for purposes of the definition of "COMMITMENT" in Section 1.01 of the
Certificate Purchase Agreement, such Liquidity Provider's signature page hereto
will constitute a signature page to the Certificate Purchase Agreement.

         (B)  Subject to fulfillment of all of the conditions of effectiveness
set forth in Section 2 hereof, the parties hereto hereby (i) waive the notice
requirements set forth in the second sentence of Section 2.07 of the Certificate
Purchase Agreement, and (ii) agree that, notwithstanding anything provided for
under Section 2.07 of the Certificate Purchase Agreement, the first Extension
Term shall have commenced as of such date of the fulfillment of all of the
conditions of effectiveness set forth in Section 2 hereof.

         SECTION 4. REFERENCE TO AND EFFECT ON THE TRANSACTION DOCUMENTS. (a) On
and after the effectiveness of this Amendment, each reference in the
Certificate Purchase Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the Certificate Purchase Agreement, and each
reference in the Transaction Documents to "the Certificate Purchase Agreement",
"thereunder", "thereof" or words of like import referring to the Certificate
Purchase Agreement with respect to the Series 1997-1, shall mean and be a
reference to such Certificate Purchase Agreement, as amended by this Amendment.


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              (b)  The Certificate Purchase Agreement, as specifically amended
by this Amendment, is and shall continue to be in full force and effect and is
hereby in all respects ratified and confirmed (except to the extent of the
waiver set forth in Section 3(B) hereof).

              (c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any party hereto under the Transaction Documents, nor
constitute a waiver of any provision of the Transaction Documents.

              SECTION 5. COSTS AND EXPENSES. The Seller agrees to pay on demand
all costs and expenses of the Program Agent and the Trustee in connection with
the preparation, execution, delivery and administration, modification and
amendment of the Amendment Documents and the other instruments and documents to
be delivered hereunder and thereunder without limitation, the reasonable fees
and expenses of counsel for the Program Agent and the Trustee.

              SECTION 6. EXECUTION IN COUNTERPARTS. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.

              SECTION 7. GOVERNING LAW. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.

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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
firt above written.

                                            THE EL-BEE RECEIVABLES
                                            CORPORATION, as Seller


                                            By:/s/Perry Schiller
                                               ----------------------
                                               Name: Perry Schiller
                                               Title:

                                            CORPORATE RECEIVABLES
                                            CORPORATION, as Purchaser

                                            By:  CITICORP NORTH AMERICA,
                                                 INC., as Attorney-in-Fact

                                                     By /s/Radford C. West
                                                        -----------------------
                                                        Name: Radford C. West
                                                        Title: Vice President

                                            CITICORP NORTH AMERICA, INC., as
                                            Program Agent


                                            By /s/Radford C. West
                                              ----------------------------
                                              Name: Radford C. West
                                              Title: Vice President


                                            BANKERS TRUST COMPANY, not in its
                                            individual capacity but solely as
                                            Trustee


                                            By /s/Louis Bodi
                                              ----------------------------
                                              Name: Louis Bodi
                                              Title: Vice President
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LIQUIDITY PROVIDERS:

Liquidity Provider
Commitment:

Thirty Million Dollars,
$30,000,000

                                           ABN AMRO, N.V., as Liquidity Provider


                                           By:/s/Carrie A. Penee
                                              -------------------------------
                                              Name: Carrie A. Penee
                                              Title: Vice President


                                           By:/s/Patrick M. Pastore
                                              -------------------------------
                                              Name: Patrick M. Pastore
                                              Title: Vice President




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Liquidity Provider
Commitment:

Seventy-Five Million Dollars,
$75,000,000



                                           CITIBANK, N.A., as Liquidity Provider



                                           By/s/Radford C. West
                                             -----------------------------------
                                             Name: Radford C. West
                                             Title: Attorney-in-Fact








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Liquidity Provider
Commitment:

$50,000,000


                                    PEOPLES BENEFIT LIFE INSURANCE
                                      COMPANY, as Liquidity Provider


                                    By:/s/Robert A. Smedley
                                       -------------------------------
                                       Name: Robert A. Smedley
                                       Title: Senior Vice President - Investment
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Liquidity Provider
Commitment:

Twelve Million Dollars,
$12,000,000



                                             CREDIT COMMUNAL DE BELGIQUE,
                                               as Liquidity Provider


                                             By:/s/Jan E. van Panhuys
                                                ---------------------------
                                                Name: Jan E. van Panhuys
                                                Title: General Manager

                                                /s/Caroline Junius
                                                ---------------------------
                                                Name: Caroline Junius
                                                Title: Vice President

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                                    CONSENT



                                                 Dated as of November 25, 1998





         The undersigned, THE ELDER-BEERMAN STORES CORP., and Ohio Corporation,
as Parent under the Parent Undertaking Agreement dated as of December 30, 1998
(the "PARENT UNDERTAKING") in favor of the Trustee on behalf of the holders of
the Investor Certificates, hereby consents to the foregoing Amendment, the
Amendment to the Supplement and the Waiver to Pooling and Servicing Agreement
(collectively, the "AMENDMENTS") and hereby confirms and agrees that
notwithstanding the effectiveness of such Amendments, the Parent Undertaking
is, and shall continue to be, in full force and effect and is hereby ratified
and confirmed in all respects, except that, on and after the effectiveness of
such Amendments, each reference in the Parent Undertaking to a Transaction
Document shall mean and be a reference to such Transaction Documents, as amended
by such Amendments, as the case may be.

                                             THE ELDER-BEERMAN STORES CORP.

                                             By: /s/ Perry Schiller
                                                 ---------------------------
                                                 Name:  Perry Schiller
                                                 Title: