**Exhibit  10.19**

**Duckwall-ALCO  Stores, Inc.   Form  INCENTIVE STOCK OPTION AGREEMENT**

                THIS  AGREEMENT, made and entered into this ______________________ (the “Granting  Date”), by and between Duckwall-ALCO Stores, Inc., a Kansas corporation  (the “Company”), and _______________________________(the “Optionee”).  

                WITNESSETH: 

                WHEREAS,  on May 22, 2003, the Company adopted an Incentive Stock Option Plan (the “Plan”)  pursuant to which the Company may grant from time to time, on or prior to May  22, 2013, options to purchase shares of common stock of the Company (the “Common  Stock”), to “key employees” of the Company or of any of its subsidiary  corporations, such options to be granted to such of the persons who are eligible  to receive options under the Plan in such amounts and under such form of agreement  as shall be determined by the Compensation Committee pursuant to the Plan; and  

                WHEREAS,the Compensation Committee has determined that the Optionee is a key employee of theCompany or of one of its subsidiary corporations within the meaning of the Plan and thatthe Optionee shall be granted an option to purchase shares of Common Stock on the termsand conditions herein set forth; 

                NOW,THEREFORE, in consideration of the mutual promises and covenants herein contained andother good and valuable consideration paid by the Optionee to the Company, the partieshereto do hereby agree as follows: 

                1.      Incorporation of Plan 

                        Allprovisions of this contract and the rights of the Optionee hereunder are subject in allrespects to the provisions of the Plan and the powers of the Compensation Committee andBoard of Directors of the Company therein provided. 

                2.      Grant of Option 

                Pursuant  to the authorization of the Compensation Committee, and subject to the terms,  conditions and provisions contained in the Plan and this Agreement, the Company  hereby grants to the Optionee as a matter of separate inducement and agreement  in connection with his employment, but not in lieu of any salary or other compensation  for his services, the right and option (the “Option”) to purchase  from the Company, at the times and on the terms and conditions hereinafter set  forth, all or part of an aggregate of _______ shares of Common Stock at the  purchase price of $_____ per share. Exercises of this Option may be honored  by issuing authorized and unissued shares of Common Stock or, at the election  of the Company, by transferring shares of Common Stock which may at the time  be held by the Company as treasury shares. 

                3.  Terms of Option 

                        TheOption granted hereunder shall be exercisable from time to time by the Optionee by thegiving of written notice of exercise to the Company in advance of an exercise datehereinafter set forth, specifying the number of shares to be purchased, and by payment ofthe purchase price therefor by either (i) cash or certified or cashier’s bank check tothe order of the Company, or (ii) shares of stock of the Company having a fair marketvalue equal to the purchase price on the exercise date, subject, however, to thefollowing restrictions: 

                        (a)  The Option shall be exercisable within a five (5) year period beginning on the  Granting Date and only in the following maximum amounts: (i) none until the  expiration of one (1) year from Granting Date (the waiting period); (ii)25%  of all shares after one (1) year from Granting Date; (iii) 50% of all shares  after two (2) years from Granting Date; (iv) 75% of all shares after three (3)  years from Granting Date; 

   
 
(v) 100%  of all shares after four (4) years from Granting Date. This Option shall expire  five (5) years after the Granting Date. To the extent that the Optionee does  not purchase part or all of the shares of Common Stock to which he is entitled,  this Option shall expire as to such unpurchased shares. 

                        (b)Notwithstanding the provisions of subparagraph (a) of paragraph 3 of this Agreement, inthe event the Company shall not be the surviving corporation in any merger,consolidation, or reorganization, or in the event of the acquisition by anothercorporation of all or substantially all of the assets of the Company and if suchsurviving, continuing, successor or purchasing corporation does not agree to assume orreplace the Option granted hereunder in accordance with paragraph 7 of this Agreement, orin the event of the liquidation or dissolution of the Company, the Option grantedhereunder shall become immediately exercisable to the extent of all of the aggregatenumber of shares subject to this Option for a period commencing 30 days immediately priorto and ending on the day immediately prior to such merger, consolidation, reorganizationor acquisition of all or substantially all of the assets of the Company, or theliquidation or dissolution of the Company. 

                        (c)Notwithstanding the provisions of subparagraph (a) of paragraph 3 of this Agreement, inthe event of a Change of Control of the Company, the Option granted hereunder shallbecome immediately exercisable to the extent of all of the aggregate number of sharessubject to this Option. In the event of a Change of Control, the Company shall notify theOptionee as soon as practicable of the Optionee’s rights hereunder. For purposes of thissubparagraph (c), a “Change of Control” shall have the meaning set forth in Section 8(a)of the Plan. 

                        (d)The Option shall be exercisable in the manner set forth above, during the lifetime of theOptionee only by him and may not be exercisable by him unless at the time of exercise heis a full-time employee of the Company or of one of its subsidiary corporations and shallhave been continuously so employed since the Granting Date, or, if the Optionee’semployment with the Company or any of its subsidiary corporations shall have terminatedthe Option shall be exercisable only if exercised prior to the expiration of thirty (30)days after the date of such termination or prior to five (5) years after the GrantingDate, whichever shall first occur, and (except as otherwise provided by subparagraph (b)and subparagraph (c) of this paragraph 3) only to the extent that the Optionee wasentitled to exercise the Option prior to the date of such termination. 

                        (e)The Option shall be exercisable after the death of the Optionee only if the Optioneeshall at the time of his death have been an employee of the Company and shall have beencontinuously employed since the Granting Date, and then (i) only by or on behalf of suchperson or persons to whom the Optionee’s rights under the Option shall have been passedby the Optionee’s will or by the laws of descent and distribution, (ii) (except asotherwise provided by subparagraph (b) and subparagraph (c) of this paragraph 3) only tothe extent that the Optionee was entitled to exercise said Option prior to the date ofhis death, and (iii) only if said Option is exercised prior to the expiration of twelve(12) months after the date of the Optionee’s death or prior to five (5) years after theGranting Date, whichever shall first occur. 

                        (f)In the event the job classification and/or duties of the Optionee shall be changed andsuch change shall, in the opinion of the Compensation Committee, reflect a lower jobclassification and/or a reduction in responsibility or duties of the Optionee, theCompany shall have the right, exercisable by written notice to the Optionee, withinninety (90) days after such notice, to terminate this Option as to any and allunpurchased shares. 

                4.      No Special Employment Rights 

                        Nothingcontained in the Plan or in any option granted under the Plan shall confer upon anyoption holder any right with respect to the continuation of his or her employment by theCompany (or any subsidiary) or interfere in any way with the right of the Company (or anysubsidiary), subject to the terms of any separate employment agreement to the contrary,at any time to terminate such employment or to increase or decrease the compensation ofthe option holder from the rate in existence at the time of the grant of an option.Whether an authorized leave of absence, or absence in military or government service,shall constitute termination of employment shall be determined by the Board of Directorsat the time. 

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                5.      Nonassignability 

                        Exceptas otherwise herein provided, the Option herein granted and the rights and privilegesconferred hereby shall not be transferred, assigned, pledged or hypothecated in any way(whether by operation of law or otherwise) and shall not be subject to execution,attachment, or similar process. Upon any attempt to transfer, assign, pledge, hypothecateor otherwise dispose of the Option herein granted, or of any right or privilege conferredhereby, or upon the levy of any attachment or similar process upon the rights andprivileges conferred hereby, contrary to the provisions hereof, this Option and therights and privileges conferred hereby shall immediately become null and void. 

                6.Adjustments for Stock Dividends, Splits, Etc. 

                Inthe event that, prior to the delivery to the Optionee by the Company of all the shares ofthe Common Stock in respect of which this Option is hereby granted, the Company shallhave effected any stock dividend, stock split, recapitalization, combination orreclassification of shares or other similar transaction, then to the extent necessary toprevent dilution or enlargement of the Optionee’s rights hereunder: 

                        (a)in the event that a new increase shall have been effected in the number of outstandingshares of Common Stock, the number of shares remaining subject to this Option shall beproportionately increased, and the cash consideration payable per share shall beproportionately reduced, and 

                        (b)in the event that a new reduction shall have been effected in the number of outstandingshares of Common Stock, the number of shares remaining subject to this Option shall beproportionately reduced, and the cash consideration payable per share shall beproportionately increased. 

                7.Adjustments for Mergers, Reorganizations, Etc. 

                        Subjectto paragraph 3(b) of this Agreement, if the Company shall become a party to any corporatemerger, consolidation, major acquisition of property for stock, separation,reorganization or liquidation, the Company shall have power to make arrangements whichshall be binding upon the Optionee for the substitution of a new Option for this Option,or for the assumption of this Option, provided that such arrangements shall meet therequirements of Section 424(a) of the Internal Revenue Code of 1986, as amended (the“Code”), or such similar provisions of the Code as may then be in effect. 

                8.      Rights of Optionee 

                        TheOptionee shall not be, nor shall he have any of the rights or privileges of, astockholder of the Company in respect of any of the shares issuable upon the exercise ofthis Option unless and until certificates representing such shares shall have been issuedand delivered; except that the Company shall supply the Optionee with all financialinformation and other reports which the Company furnished its stockholders during theOption period. 

                9.      Notice 

                Anynotice required to be given under the terms of this Agreement shall be addressed to theCompany in care of its secretary at its offices at 401 Cottage Street, Abilene, Kansas67410-0129, and any notice to be given to the Optionee shall be addressed to him at theaddress given beneath his signature hereto. Either party hereto may from time to timechange the address to which notices are to be sent to such party by giving written noticeof such change to the other party. Any notice hereunder shall be deemed to have been dulygiven if and when addressed as aforesaid, registered and deposited, postage and registryfee prepaid, in a post office regularly maintained by the United States Government. 

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                10.     Binding Effect 

                        ThisAgreement shall bind, and, except as specifically provided herein, shall inure to thebenefit of the respective heirs, legal representatives, successors and assigns of theparties hereto. 

                11.     Governing Law 

                        ThisAgreement and the rights of all persons claiming hereunder shall be construed anddetermined in accordance with the laws of the State of Kansas. 

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                        INWITNESS WHEREOF, the Company has caused this Agreement to be executed by its officersthereunto duly authorized and its corporate seal to be hereunto affixed, and the Optioneehas hereunto set his hand as of the day and year first above written. 
 Duckwall-ALCO        Stores, Inc.   (CORPORATE      SEAL)By:      Name:      Glen L. Shank   Title:      PresidentATTEST:           Optionee    Address:       Duckwall-Alco Stores, Inc.             401      Cottage                  Abilene, KS 67410      SS NO: ______________________
  
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