Exhibit 10.28 



	LEASE SCHEDULE 	  	 	  	SCHEDULE NUMBER 001 









Lease Schedule No. 001 to Master
Lease Agreement No. 4168852, dated November 9, 2005 (“Lease Agreement”) between the
Undersigned Parties 



	  	
General
Electric Capital Corporation (together with any assigns, herein called
                                    “Lessor”)                                     
44 Old
Ridgebury Road                                     
Danbury, CT 06810 





	Lessee: 	Duckwall-Alco Stores, Inc.
      (herein called “Lessee”)
	Address: 	401 Cottage Street
	City, State, Zip: 	Abilene, KS 67410-2832
	State and Type of Organization:
      	Kansas Corporation
	Lessee Federal Tax ID Number:
      	48-0201080
	Equipment Location: 	See Schedule A attached hereto and
      made a part hereof.
	1. Rental Term: 	60 months
	2. Rental Payments: 	Each of the 20 payments shall be
      based upon a lease rate factor. The current lease rate factor of .05819852
      is indicative only and is based on rates in effect at this time for similar
      instruments and maturities to this lease. The lease rate factor used in
      closing will be adjusted to reflect comparable rates in effect two (2) business
      days prior to the final Acceptance Date. The final equipment cost shall
      be multiplied by this lease rate factor to determine the quarterly payment.
      Such payment shall be payable quarterly in advance, plus any applicable
      tax 
	3. Rental Payment Dates:
      	First day of each quarter
	4. Capitalized Lessor’s
      Cost: 	not to exceed a maximum of $7,000,000.00
      
	5. Equipment Description:
      	 







 
	

	Quantity	Manufacturer	Model	Description
	





See Schedule A
attached hereto and made a part hereof. 



6. ADDITIONAL PROVISIONS: 



         (a)       
          Modifications for purposes of this Lease Schedule only. 



     (i)    
          Notwithstanding anything to the contrary in the Agreement or in this Schedule,
          Lessee and Lessor acknowledge that the Software leased hereunder is owned by a
          Supplier and licensed by the Supplier to the Lessee pursuant to a separate
          licensing agreement between such Supplier and Lessee (the “License
          Agreement“) and that neither Lessor nor Lessee has any ownership rights
          therein. Any such License Agreement shall be separate and distinct from this
          Lease and Schedule and Lessor, and any assignee of Lessor, shall have no
          obligations thereunder, but shall have the right under the Lease to require
          Lessee to terminate its use of the Software upon the occurrence of a default, or
          an event which with the giving of notice, the passage of time, or both, would
          constitute a 













default. Additionally, the Equipment
description may include some           Services related to the Equipment or Software.
Lessee acknowledges that all such           Services are provided by the Supplier, and
that Lessor is financing the costs of           such Services under the terms of this
Schedule. Lessee’s obligation to make           all Payments hereunder shall not be
affected by any inadequacy of the Software           or Services, by the bankruptcy of
any Supplier, by the failure of any Supplier           to support the Software or the
like. Lessee shall look solely to such Supplier           for any and all claims related
to the Software and Services.  



     (ii)    
          All Software leased hereunder shall be subject to all provisions of this Lease
          except, notwithstanding anything to the contrary in the Agreement or this
          Schedule: (a) neither Lessee nor Lessor has title to the Software (Section 8);
          (b) Lessee is not providing to Lessor a Tax Benefits indemnity (Section 10); (c)
          UCC Article 2A is not applicable to this Schedule (Sections 1 and 31); and (d)
          Sections 24, 26 and 30(a) are not applicable to this Schedule. 



     (iii)    
          Upon termination of this Lease due to an Event of Default, Lessee hereby assigns
          to Lessor, to the extent assignable, any such License Agreement and all other
          licenses and rights to the Software. In the event that the Software does not
          perform as warranted or in the event of any other dispute or default under the
          License Agreement, Lessee shall, if and so long as, no Event of Default exists
          under the Lease, be entitled to pursue against the Supplier thereof all of the
          Lessee’s rights and remedies arising under the applicable License
          Agreement. 



     (iv)    
          Lessee acknowledges that Lessor has been induced to enter into and execute this
          Lease Schedule No. 001 expressly relying upon the following, Lessee irrevocably
          commits to Lessor to finance with Lessor the entire POS system as described in
          the GE Technology Finance Proposal Number 1-4GKKLZ dated November 4, 2005 and
          signed by Duckwall -ALCO on November 8, 2005 (including, without limitation,
          software, software implementation, hardware, and hardware implementation) are
          hereafter referred to as the “POS System”. If Lessee fails to comply
          with its aforesaid commitment on or before September 30, 2006, it shall be an
          Event of Default hereunder. 



     (v)    
          At the end of the above rental term, if no Event of Default has occurred, which
          is continuing hereunder, and if no event which with the mere passage of time or
          giving of notice would become an Event of Default, has occurred, then Lessee
          shall have no further obligations under this Schedule except those obligations
          that survive the termination of the Schedule pursuant to the express terms of
          the Lease Agreement. 




7.    
  ADVANCE PAYMENTS: Last 0 Payments shall be delivered to Lessor upon execution
  of the Lease Schedule. 




TERMS AND CONDITIONS:
  This Lease Schedule is executed pursuant to, and incorporates herein by reference
  the terms and conditions of the Lease Agreement identified above. Capitalized
  terms not defined herein shall have the meanings assigned to them in 













the Lease Agreement identified
above. This Lease Schedule,           incorporating by reference the Lease Agreement
identified above, constitutes a           separate instrument of lease. 



        Lessor’s
failure at any time to require strict performance Lessee of any provisions of this Lease
Schedule or the Certificate of Acceptance shall not waive or diminish Lessor’s right
thereafter to demand strict performance. Waiver of any Event of Default shall not be a
waiver of any other or further Event of Default. 



        LESSEE
HEREBY ACKNOWLEDGES THAT IT HAS READ, RECEIVED, RETAINED A COPY OF, AND UNDERSTANDS THIS
LEASE AGREEMENT, AND AGREES TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. This Lease
Schedule, identified as the document marked “Original”, is the only original
agreement assignable for purposes of financing or pledging the assets described hereunder. 



        IN
WITNESS WHEREOF, Lessor and Lessee have each caused this Lease Schedule to be duly
executed as of the date written below. 



GENERAL ELECTRIC
CAPITAL CORPORATION (LESSOR) 



	By:  	  	/s/
Susan Lydon  







	Name:  	  	Susan
Lydon  







	Title:  	  	Manager
Portfolio Admin.  







	Date:  	  	12-1-05  







DUCKWALL-ALCO STORES,
INC. (Lessee) 



	By:  	  	/s/
Richard A Mansfield  







	Name:  	  	Richard
A. Mansfield  







	Title:  	  	V.P./CFO  







	Date:  	  	12-1-05