Exhibit 10.29 



PROGRESS PAYMENT
AGREEMENT RIDER FOR SOFTWARE AND IMPLEMENTATION SERVICES RELATED TO THE DUCKWALL POS
INSTALLATION 



Progress Payment Agreement Rider to
Lease Schedule No. 001, between the undersigned parties, is dated as of November 9, 2005. 



WHEREAS, General Electric Capital
Corporation (Lessor) and the undersigned Lessee have entered into a Master Lease
Agreement, No, 4168852, and Lease Schedule No. 001 identified above (hereinafter
collectively referred to as the “Lease Agreement”) pursuant to which Lessor will
lease to Lessee the Equipment, as defined in the Lease Agreement; 



WHEREAS, said Equipment is scheduled
to be installed over several months commencing on or about November 9, 2005 and continuing
through December 31, 2005 (“Installation Period”); 



WHEREAS, Lessee desires that the
Lease Agreement of all said Equipment commence on or about January 1, 2006; 



WHEREAS, the seller(s) and other providers
of said Equipment require payment prior to the formal commencement of said Lease Agreement
term, and the Lessee is desirous of having Lessor advance to such entities the purchase
price and other amounts in respect of the Equipment as said Equipment is installed; and 



WHEREAS, Lessor is willing to advance
money in respect of said Equipment provided the Lessee will make Lessor whole and bear all
risks and costs associated with the ownership and use of the Equipment, subject to the
terms of said Lease Agreement. 



NOW THEREFORE, in consideration of
the premises and covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows: 



Subject to the terms hereof, Lessor
agrees to make payments to the seller(s) and other providers for the Equipment, as
authorized and directed in writing by the Lessee and approved by Lessor, for purchases of
the Equipment occurring during the Installation Period, the sum of which payments shall
not exceed $ 7,000,000.00. 



Lessor shall have no obligation to
make any payments until receipt of a correct original invoice for the same made out to
Lessor. 



Interest shall accrue on the amounts
advanced by Lessor in accordance with the Lease Agreement from the acceptance date on the
Staged Certificate of Acceptance through and including the entirety of the Installation
Period. 



Both Lessor and Lessee agree that
upon payment by Lessor for any Equipment, such Equipment shall become subject to all the
terms and conditions of the Lease Agreement, which this Rider is deemed a part of and
addendum thereto. 



This Rider may be assigned by Lessor
but not by the Lessee, provided however, that an assignment by Lessor shall in no way
relieve Lessor of its obligations hereunder. Upon notification from Lessor to the Lessee
of an assignment, the Lessee agrees to acknowledge said assignment, and to make any
payments required hereunder to said assignee without offset, deduction, counterclaim or
abatement. 



If all of the Equipment is not
delivered and accepted by the Lessee under a Certificate of Acceptance executed by Lessee
within ten (10) days of demand by Lessor, Lessee shall pay to Lessor the aggregate amount
of all such advances paid by Lessor in respect of the Equipment plus all unpaid Interim
Interest and the Lease Agreement and this Rider shall be terminated and of no force and
effect with no further recourse to either party. Upon receipt of such payments by Lessor,
Lessor shall assign to Lessee without warranty or recourse all of Lessor’s right,
title and interest in and to the Equipment and any purchase order(s) covering the
Equipment, including the advances made with respect thereto, all on an as-is-where-is
basis. 



Lessee understands that Lessee bears
the risks and expenses if for any reason the Lease Agreement does not commence, and Lessee
agrees to indemnify Lessor and hold Lessor harmless from any costs, losses, expenses
and/or liabilities, including without limitation reasonable attorneys’ fees, that may
arise from the non-commencement of the Lease Agreement, or that otherwise arise from or in
any way relate to the transactions contemplated by this Rider. 


















IN WITNESS WHEREOF, the parties
hereto have caused this Rider to be executed as of the date set forth above. 



	
      General Electric Capital Corporation (Lessor) 

       

    	 	Duckwall-Alco Stores, Inc. (Lessee)  
	By:	 /s/ Susan Lydon
      

    	 	By: 	/s/ Richard A. Mansfield 
      

    
	 Name:	Susan Lydon	 	 Name: 	Richard A. Mansfield
	Title: 	Manager Portfolio Admin.	 	Title:	V.P./CFO