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                                                                  Exhibit 10(nn)



                           RENAISSANCE PARTNERS, L.C.

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<S>                                  <C>                                   <C>
    Florida (Head Office)              North Carolina (Charlotte)            Ohio (Columbus)
3500 Gateway Drive, Suite 101        3318 Providence Plantation Ln.        382 Bryn Du Drive
Pompano Beach, Florida 33069        Charlotte, North Carolina 28270      Granville, OH 43023-1511
      (954) 971-3555                        (704) 844-0600                   (740) 587-2833
      (954) 971-1922 Fax                    (704) 845-1176 Fax               (740) 587-7666 Fax
--------------------------------------------------------------------------------------------------
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August 21, 2001


Mr. Frederick J. Mershad
Chairman and CEO
The Elder-Beerman Stores Corp.                  REVISED AGREEMENT
3155 El Bee Road                                -----------------
Dayton, OH 45439                       CHIEF MERCHANDISING OFFICER SERVICES
                                       ------------------------------------

Re:  Engagement Agreement by and between The Elder Beerman Stores Corp.
     (the "Company") and Renaissance Partners, L.C. ("Renpar") for Chief
     Merchandising Officer Services

Dear Fred:

Below is a Consulting Agreement that reflects your desire to utilize the
services of Renaissance Sr. Merchant, John Lupo, as your Chief Merchandising
Officer for an initial six-month term from September 1, 2001 - February 28,
2002. We can begin this project on September 1, 2001 or earlier based on Mr.
Lupo's availability, upon receipt of a signed copy of this agreement via
facsimile and the specified retainer, with original to be mailed to your Florida
office. Should Mr. Lupo's services be required in August, you agree to
compensate Renpar at a per diem rate of $2,400 per day plus reasonable out of
pocket expenses.

CONTEXT

The Elder Beerman Stores Corp. is in the midst of executing a strategic plan
aimed to improve its business, focus on its core small store, non-metro market
niche and present an offering of moderate, opening price point merchandise in
men's and women's plus other opportunity categories.

STRATEGY AND MANDATE

The key strategic consideration is your Company's belief that a detailed and
proper execution of the new strategy can yield improved operating results and
ultimately to increased market capitalization for the Company.

Based on our discussions, this engagement will include the following:

     1.   Merchandise Planning Guidance in the role of EBSC's Executive Vice
          President and Chief Merchandising Officer
     2.   Directing the Merchandising and related Planning Process and delivery
          of actual results versus the committed Plan
     3.   Coaching, management and development of merchandising team
     4.   Guidance regarding sourcing, product and private brand development
     5.   Renaissance will also provide other consulting services that the
          Company may request

CONCERNS

Renpar will require the full support of Company management and full access to
the Company's staff and detailed records in order to provide Company management
with factually based consulting services and advisory services.



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2



ENGAGEMENT SCOPE

     1.   Direct development of detailed merchandise plans consistent with new
          strategy and provide planning guidance
     2.   Manage plan development and execution of plans
     3.   Manage, coach and develop merchandising teams
     4.   Provide detailed guidance regarding sourcing, product development, and
          private brand development consistent with new strategy
     5.   Provide other merchandising services as may be requested from time to
          time by the Company's CEO
     6.   Provide other consulting services as may be requested by the Company
          (12 days during term of this Agreement)

Renpar understands that it will have access to all necessary data in Dayton and
access to key personnel.

PROPOSED TIMETABLE AND ENGAGEMENT TERM

     1.   Commencement of Engagement - September 1, 2001
     2.   Primary Term - for the six-month period September 1, 2001 - February
          28, 2002
     3.   Option Term - with 60 written days notice EBSC may elect to extend the
          primary term under the same terms, for the period March 1, 2002 -
          August 31, 2002
     4.   Annual Renewals - with 60 days written notice EBSC may request annual
          renewals beginning September 1, 2002, with the approval of Renpar and
          Mr. Lupo under the same terms as the primary term except that the
          monthly consulting fee shall increase by 7.5% for each such annual
          renewal period.

ENGAGEMENT TERMS

Our engagement provides for compensation as follows:

     1.   Retainer - $41,000 retainer in favor of Renpar shall be required
          during the term of this Agreement. The commencement date of this
          Agreement engagement shall be September 1, 2001. Invoices outstanding
          at termination of this Agreement shall be set-off against the retainer
          and the balance due the Company, if any, shall be paid to the Company
          within thirty (30) days from the later of termination date or final
          settlement date.

     2.   Consulting Fees - our standard fees are commensurate with other
          professionals in our industry. This engagement will be billed on a
          fixed rate basis of $41,000/month, to be billed on the 1st of each
          month and payable to Renaissance on or before the 15th day of each
          month. This fee shall include the services of John S. Lupo for
          approximately 24 weeks during a 26-week half-year. Should the Company
          select Renpar to provide services prior to commencement the term of
          this Agreement, any such days shall be billed at a rate of $2,400 per
          day and invoiced by Renpar on September 1, 2001 with related out of
          pocket expenses incurred for such consulting days.

     3.   Out of Pocket Expenses - Mr. Lupo's business travel while on the
          Company's business shall be planned and paid directly by the Company.

     4.   Other Expenses - The Company agrees to provide for use by Mr. Lupo, at
          its sole expense, a two-bedroom furnished apartment in the Dayton
          market area that allows pets.

     5.   Vacation and Personal Days - Mr. Lupo will be provided approximately
          two weeks per every six-month period for vacation and personal days,
          including those required to attend Directors meetings and the like.
          Mr. Lupo shall be permitted to continue to serve in his various
          existing Directorships and as Principal, Renpar, during the term of
          this Agreement, provided, however, that during the term of this
          Agreement Mr. Lupo's sole engagement for and on behalf of Renpar shall


<PAGE>


3



          be as Chief Merchandising Officer of the Company unless otherwise
          agreed to in writing by the parties or as can be accomplished within
          the time periods defined as Vacation and Personal Days.

     6.   Renpar will staff this engagement as follows:

          John S. Lupo, Sr. Merchandising Principal (as the Company's Chief
          Merchandising Officer)*
              *Mr. Lupo shall serve as engagement manager for this project.

     7.   Fee Estimate: we estimate the fee for this engagement (on a 6-month
          basis) will be approximately:

                Consulting Fees                         US$246,000
                Furnished Apartment*                    US$ 10,500
                Total Estimated Project Cost            US$256,500
                  *Paid directly by the Company

     8.   Payment Terms - Renpar will invoice the Company monthly for consulting
          fees and reasonable and normal out of pocket expenses (related only to
          non-Chief Merchandising Officer services), such fees and expenses that
          shall be due and payable upon invoice receipt, except that invoices
          for consulting fees hereunder shall be payable on or before the 15th
          day of each month. Renpar shall assess late charges at a rate of 1.5%
          per month on a 360-day per year basis, and shall be payable by the
          Company for any amounts billed and not paid within seven days
          following invoice date.

     9.   Success Fees - In addition to consulting fees the Company agrees to
          remit to Renpar success fees based on realized Market Capitalization
          increases in the event of a capital event defined as sale, merger,
          going private, LBO, MBO or any sale of a majority of the shares of the
          Company. Such success fees shall be as follows:

          CAPITAL EVENT SUCCESS FEE - shall be 0.5% and shall apply to market
          capitalization value increases that may result from the sale, merger,
          going private, LBO, MBO or any sale of a majority of the shares of the
          Company that would create change of control. Such fees shall be
          calculated by applying 0.5% times the difference between the Company's
          stock price at the commencement date of the primary term of this
          Agreement and the stock price applicable to any defined capital event
          up to $5.50 per share time the shares outstanding that the parties
          agree is 11.3 million shares at the commencement date. Such shares
          outstanding shall be adjusted as applicable in the event of stock
          splits, reverse splits and the like. Should the price per share in a
          capital event be in excess of $5.50 per share, an additional fee shall
          be payable to Renpar equal to 0.75% times the difference between $5.50
          per share and the capital event price per share times 11.3 million
          shares or such number as adjusted per the above definition. Success
          fees shall be payable to Renpar at closing of any such transaction(s).
          Reference Addendum A to this Agreement for an example of how this fee
          would be calculated. This success fee is payable to Renpar for any
          capital event that occurs during the term of this Agreement or within
          twelve (12) months thereafter.

FINAL SETTLEMENT

The term of this Agreement shall be as specified above. Either party may, with
forty-five (45) days written notice, terminate this Agreement for any or no
reason. However, in such event the Capital Event Success Fee shall remain in
force and payable to Renpar should a capital event occur within twelve (12)
months from any new termination date. Should Mr. Lupo become unable to perform
his duties under this Agreement through illness, injury or death, the Company
may terminate this Agreement by 10 days advance written notice to Renpar.

DISPUTES

Renpar works for the client and works to achieve the Company's goals in a spirit
of mutual trust, teamwork and respect. However, should disputes arise that
cannot be amicably settled; the parties agree that such unresolved disputes
shall be adjudicated under the laws of the State of Florida.

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4


NON-RECRUITMENT CLAUSE

Renpar makes every effort to staff each project with highly qualified
professionals. We pride ourselves on the quality and expertise of our principals
and consultants, as well as their anticipated value to our clients.
Consequently, the Company agrees that it shall not, during this Agreement and
for twenty-four (24) months thereafter, recruit or seek to recruit any Renpar
partner, principal, or consultant without prior written approval of Renpar's
Managing Partner. The Company further acknowledges that any actions by it, in
the context of this section, shall cause irreparable harm to Renpar and such
damages are deemed to be irreparable, the Company shall be responsible for any
cost incurred by Renpar to enforce its rights hereunder. Any attempt to recruit
Renpar staff to work for the Company, its subsidiaries, or its contractors will
be considered a violation of this engagement agreement, and will be considered
grounds for immediate termination of this contract and litigation to the fullest
extent of the law.

Renpar agrees, however, that after one-year (at the end of the full six-month
primary term and one option term for six months) EBSC may hire Mr. Lupo, as a
full-time employee, should Mr. Lupo and EBSC agree to the terms of such
employment. In that event, EBSC and Renpar agree to terminate this Agreement and
EBSC shall remit to Renpar a recruitment fee of $45,000 payable at the earlier
of said termination or the commencement of Mr. Lupo's engagement by EBSC.

OTHER SERVICES

Renpar offers consulting services in the areas of strategic and financial
planning, turnaround and crisis management services, human resources,
distribution, logistics and real estate consulting, some with and through proven
business partners and affiliates, should those services be required and approved
by the Company. Such services would be subject to a separate engagement
agreement.

Fred, we look forward to working with you and your team to help execute the
Company's plans and realize improved financial performance.

Sincerely yours,


/s/ Thomas H. Hicks
----------------------------------
Thomas H. Hicks
Managing Partner

Cc: Traci Rollins, Esq. @ Steel Hector & Davis, LLP

AGREED AND ACCEPTED:
-------------------

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<S>                                                       <C>
By:  /s/ Frederick J. Mershad                             By:  /s/ Thomas H. Hicks
   -----------------------------------------                 -------------------------------------
   Frederick J. Mershad, Chairman and CEO                    Thomas H. Hicks, Managing Partner
   The Elder Beerman Stores Corp.                            Renaissance Partners, L.C.


Date:   8/22/01                                           Date:    8/22/01
     ---------------------------------------                   -----------------------------------
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