Exhibit 10.31 



GE Technology Finance  



	  	
3755
NW Falcon Ridge
                                                                       
Bend, OR 97701
                                                                       
541 317 4175
 Office                                                                        
513 794
5844   Fax 






Revised December 2, 2005 9 (Lock
Language Added) 
Revised November 4, 2005 
August 3, 2005  



Mr. Dick Mansfield 
Chief Financial
Officer 
Duckwall-ALCO Stores, Inc. 
401 Cottage Avenue 
Abilene, KS, 67410 



Via:  E-mail 



Dear Dick: 



On behalf of General Electric
Capital Corporation, I am pleased to present the following flexible lease financing
proposal to Duckwall-ALCO. 



	 		
	LESSEE: 	Duckwall-ALCO Stores, Inc. (“DUCK”)	  
	 	 	 
	LESSOR: 	General Electric Capital Corporation, and/or its
      assigns (“Lessor” or “GECC”)	  
	 	 	 
	VENDOR: 	Various.	  
	 	 	 
	EQUIPMENT: 	Miscellaneous IT assets*/** including, but not
      limited to:	  
	  	Hardware:	  
	  	Host Hardware**	$     411,027.00 
	  	IT Hardware POS	$  5,579,045.00 
	  	POS Installation and other miscellaneous	$  1,161,800.00 
			
      

    
	  	    Total Hardware	$  7,151,872.00 
	  	Software:	  
	  	Software, services/labor/consulting/installation:	$  6,652,779.00 
			
      

    
	  	    Total Software/Implementation	$  6,652,779.00 
	 	 	 
	  	Total Equipment	$13,804,651.00 



 

	                                    * 		All
equipment is subject to review and approval by GETF for configuration and
                                    price.




	                                    ** 		Assumes
Duck will keep initial Host Hardware purchase of $529,557 on its
                                    own line of credit.






EQUIPMENT 



	COST:  	  	GECC
will establish a $14,500,000 lease line for DUCK
                                    
Note:  This lease line is for existing stores only.
 The lease line can be                                     increased to accommodate any
new stores that DUCK plans to open. 









 


	LOCATION:  	  	DUCK
offices and retail facilities throughout the United States 



PAYMENT 



	FREQUENCY:  	  	Quarterly,
in advance 






	INITIAL TERM:  	  	60
months for software and 48 months for hardware as outlined below 






	ANTICIPATED ROLLOUT PERIOD:  	  	Beginning
August 1, 2005 through July 31, 2006 






	LEASE SCHEDULES:  	  	GETF
would issue assignment of DUCK purchase orders and pay for IT assets
                                    accepted throughout the rollout period.  All
assets/licenses/services accepted                                     by DUCK during a
quarterly period would comprise one lease schedule that would
                                    commence the first day of the next calendar quarter.
  e.g. items/services                                     delivered, installed, and
accepted in October, November and December, would be
                                    on a lease schedule commencing January 1, 2006 






	COMMENCEMENT DATE:  	  	The
first day of the quarter following the Acceptance Date 









SOFTWARE AND
SERVICES  



LEASE PAYMENT FACTOR: 


	 
      

    
	Lease Term 	Lease Rate Factor as a percentage
      of Original Equipment Cost (“OEC”) plus applicable taxes
	 
      

    
	60 	5.8272 
	 
      

    






	  	  	The
Lease Rate Factors in this proposal are indicative only and are based on
rates in effect at the time this proposal was issued
for similar instruments and similar maturities to
this lease, comparable term U.S. Treasuries. The
original equipment cost for each schedule shall be
multiplied by the Lease Rate Factor to determine the
quarterly payment  






SOFTWARE AND
SERVICES                                                    
END OF LEASE 



	OPTIONS:  	  	$1.00
Purchase Option 








IT HARDWARE AND
MISCELLANEOUS ASSETS  



LEASE PAYMENT FACTOR: 


	 
      

    
	Lease Term 	Lease Rate Factor as a percentage
      of Original Equipment Cost (“OEC”) plus applicable taxes 
	 
      

    
	48 	6.2373 
	 
      

    






	  	  	The
Lease Rate Factors in this proposal are indicative only and are based on
rates in effect at the time this proposal was issued
for similar instruments and similar maturities to
this lease, comparable term U.S. Treasuries as well
as a final review by GECC’s Asset Management team.
The original equipment cost for each schedule shall
be multiplied by the Lease Rate Factor to determine
the quarterly payment.  


















IT HARDWARE AND
MISCELLANEOUS ASSETS                                                    
END OF LEASE 



	OPTIONS:  	  	Fair
Market Value purchase and extension options 








	NET LEASE:  	  	This
will be a net lease and unless listed under the items to be financed, Lessee shall be
responsible for all expenses,                                     maintenance, insurance
and taxes relating to the purchase, lease, possession
                                    and use of the Equipment. 









	ASSET MANAGEMENT:  	  	Lessor
agrees to grant Lessee a license to utilize its proprietary Internet
                                    based Asset Tracking software (eFlow) for an amount
equal to $1.00.  This                                     licensing fee includes an
unlimited seat license, all necessary                                     implementation,
training and support for all assets under lease with GETF.
                                    All of the data on the DUCK leases, including but not
limited to, lease                                     schedule start date, lease schedule
end date, asset description, asset                                     location and
rental amount will be available to DUCK through the asset
                                    management tool. 






CONDITIONS 



	PRECEDENT:  	  	Based
on a preliminary review of your financing request, we would consider
                                    your request for lease funding subject to the
following parameters.  Funding                                     shall be contingent
upon: 






		•		Negotiation
and approval of mutually acceptable language in GECC’s standard Master Lease, and
Equipment                                       Schedules that contain all necessary
documentation with addendums.




		•		All
documentation shall be prepared by Lessor’s counsel and shall contain such other terms
and                                       conditions as Lessor or its counsel deems
necessary.




		•		Satisfactory
review of the collateral and Software licenses by Lessor.




		•		Final
documentation approval of Lessor’s Executive Committee.



 

	           TRANSACTION COSTS:  	  	The
Lessee would be responsible for (i) all of its closing costs, and (ii)
                                       the cost of any external appraisal and external
legal expenses. The Lessor                                                    would be
responsible for all of its closing costs. 






HARDWARE PRICE 



	LOCK OPTION:  	  	DUCK
has agreed to lock in the Lease Rate  Factor  shown in this  proposal  for
                                    the Hardware  Schedules  associated with this
proposal (the Software  Schedules                                     will have  Lease
Rate  Factors  that will float  based on market  rates).  DUCK
                                    acknowledges  that a fee equal to $71, 518.72 (1% of
the Hardware  fundings) is                                     given for the express
purpose of locking the quoted  rate/payment  for fundings
                                    that occur on or before  September  1, 2006.  This
fee is  refundable  only (a)                                     when the entire
 approved  funding is drawn or (b) if Lessor  does not  approve
                                    the  transaction  (after  receipt  from  Borrower of
all  reasonably  requested                                     information).  If the
entire  approved  funding  is not drawn,  then a pro-rata
                                    portion of the fee will be refunded  (rated to the
amount  that was drawn).  If                                     the draw down occurs
 after the  proposed  date,  then the Lessor  reserves the
                                    right  to  either  terminate  the  commitment  to
 rate  lock  and  retain  the                                     commitment fee or
adjust the rate/payment as per market conditions. 








	                      	  	In
 association  with this lock in  arrangement,  it is agreed by both DUCK and
                                    GECC that all Hardware  Schedules  will have a
 commencement  date  starting no                                     earlier  than July
1, 2006 and no later than  September  1, 2006.  All fundings
                                    prior to July 1,  2006  will  accumulate  and pay
 interest  only  based on the                                     interest rate set forth
in the Master Lease Agreement. 



















	               ACCEPTANCE:  	  	By
signing the proposal, Lessee acknowledges the terms and conditions of
                                                                     this proposal. 






THIS PROPOSAL COMPRISES A STATEMENT
OF PRESENT INTENT AND IS NOT AN OFFER TO LEASE NOR A COMMITMENT SO TO LEASE. GECC or its
assigns is contemplating your delivery to it of an application for lease financing and
all necessary documents for its credit underwriting.  This proposal is governed by the
laws of the State of Connecticut.  It is also understood that all of the information
contained herein is confidential. 



This proposal expires on the close
of business Tuesday, December 6, 2005