Exhibit 10.30 



AMENDMENT NO. 1 TO
MASTER LEASE AGREEMENT 



        THIS
AMENDMENT NO. 1 TO MASTER LEASE AGREEMENT is made as of the 9th day of November, 2005 by
and between GENERAL ELECTRIC CAPITAL CORPORATION (“Lessor”) and DUCKWALL-ALCO
STORES, INC. (the “Lessee”). 



        The
parties have heretofore entered into that certain Master Lease Agreement dated as of
November 9, 2005 (the “Lease”). The parties desire to amend the Lease pursuant
to the terms and conditions hereinafter set forth. Capitalized terms used herein without
definition shall have the meaning given them in the Lease. 



        NOW,
THEREFORE, in consideration of the sum of Ten Dollars ($10.00) in hand paid, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows: 



	 	1.  	  	Section
3 of the Lease is hereby amended in the 3rd sentence by
                    inserting after the words “interim rent” the following
language:                     “in the form of interest (as hereinafter set forth)” and
by deleting                     the 4th sentence in its entirety and replacing
it with the following                     language: “Except as may otherwise be
indicated in a Schedule or other                     rider or addendum hereto or thereto,
interim rent shall be equal to the interest                     on any amounts advanced
by Lessor to the Supplier or Lessee or on behalf of the                     Lessee, as
the case may be, under a Schedule, at an interest rate equal to one
                    percent (1%) in excess of the Prime Rate (as hereinafter defined),
but in no                     event greater than the highest rate permitted by law. As
used herein,                     “Prime Rate” shall mean the prime rate listed
in The Wall Street                     Journal on the date of the advance by
Lessor. If The Wall Street                     Journal is not published on such
date or no prime rate is listed on such                     date, then it shall be the
prime rate listed in The Wall Street Journal                    published prior to
and closest to such advance date. If more than one prime rate                     is
listed in The Wall Street Journal on the applicable date, then
                    the highest rate shall apply. The aforesaid interest shall accrue
from and                     including the Acceptance Date to and excluding the first
Payment date and shall                     be calculated on the basis of a 360-day year
and a 30-day month.” 






	 	2.  	  	Section
13(b)(i) of the lease is hereby amended by deleting the language of
                    such subsection in its entirety and replacing it with the following
sentence:                     “At Lessee’s expense, permit Lessee, provided
there exists no other                     Event of Default at such time, to promptly
replace the affected Equipment with                     like or better replacement
equipment of similar make, model, configuration,                     capacity and
condition, free and clear of all liens, which replacement equipment
                    must (i) be compatible with the remaining Equipment, (ii) have equal
or greater                     performance standard than the replaced Equipment and (iii)
have equal or greater                     value than the replaced Equipment, in which
case any such replacement equipment                     shall become the property of
Lessor and for all purposes of this Lease Agreement                     shall be deemed
to be the Equipment which it replaced. Lessee agrees that                     replaced
Equipment will not be put back into service or into use unless and
                    until it has been completely refurbished to original standards.” 






	 	3.  	  	Section
18 of the Lease is hereby amended by deleting the words “of five
                    cents ($0.05) per dollar on, and in addition to,...” in the 2nd                    sentence
and inserting the following words in replacement thereof: “equal
                    to an interest rate of eighteen percent (18%) per annum on the late
Payment or                     other obligation in addition to...”).  






	 	4.  	  	Section
24 of the Lease is hereby amended by deleting the 1st                    sentence
in its entirety and replacing it its entirety with the following
                    language: “At least 90 days prior to expiration of the Term or
any extended Term, by e-mail notification to Lessee’s e-mail
address(es), Lessor will 
















	  	
forward
notification to Lessee of the impending expiration of such Term via an online asset
management system (the “System”), provided that Lessor’s failure to so
forward such notification shall not waive, affect, modify or impair any of Lessee’s
obligations hereunder. Lessor shall provide Lessee access to such System that provides
maturity information for all Equipment. Lessee shall provide to Lessor, if necessary,
updated e-mail addresses no later than 120 days before the expiration of any Term. If
Lessee fails to notify Lessor in accordance herewith and/or Lessor fails to notify Lessee
pursuant to the System, the Term of the applicable Schedule shall not expire upon its
scheduled expiration date but shall automatically continue in accordance with Section 26
below. Lessee shall provide to Lessor no less than three (3) working e-mail addresses. At
least 60 days but no more than 90 days prior to expiration of the Term or any extended
Term, Lessee shall give Lessor written notice of its intent to return the Equipment (and
terminate the applicable Schedule) or, in the alternative, exercise an option that is set
forth in the applicable Schedule, provided that, if Lessor timely fails to forward the
e-mail notification (as set forth above), then 30 days after Lessor does forward such
e-mail notification, Lessee shall be required to give Lessor the 60-day written notice of
its intent to return the Equipment (and terminate the applicable Schedule).” 






	 	5.  	  	Section
 25(a)(i) of the Lease is hereby amended by deleting the last three (3)
                    words (“it becomes due”) and replacing such words with the
following                     language: “Lessor’s oral or written notice to the
Lessee.”                    Section 25(a)(ii) of the Lease is hereby amended by
deleting inserting at the                     end the following language: “and such
failure continues for 10 days after                     Lessor’s oral or written
notice to the Lessee.” 






	 	6.  	  	Section
 26 of the Lease is hereby amended in the 1st sentence by
                    changing “one hundred eighty” to “ninety” and by
changing                     “ninety” to “sixty” and in the last
sentence by changing                     ‘ninety” to sixty.” 






	 	7.  	  	Section
 33 of the Lease is hereby amended in the last sentence by inserting at
                    the beginning of such sentence the following language: “After
the                     occurrence of an Event of Default hereunder and the acceleration
by Lessor of                     the balance owed by Lessee in accordance with Section 25
above, then...” 






	 	8.  	  	Except
as expressly set forth herein, the terms and conditions of the Lease
                    remain unmodified and in full force and effect. This Amendment is
binding upon,                     and inures to the benefit of, the successors and
assigns of the parties hereto.  






[Signature Page to Follow]  
















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



	 	 	
      GENERAL ELECTRIC CAPITAL
        CORPORATION

       

    
	 	 	 	By:	 /s/ Susan Lydon
      

    
	 	 	 	 Name:	 Susan Lydon
	 	 	 	Title: 	Manager Portfolio Admin.
	 	 	 	 	 
	 	 	 	
      DUCKWALL-ALCO STORES,
        INC.

       

    
	 	 	 	By: 	/s/ Richard A. Mansfield 
      

    
	 	 	 	 Name: 	Richard A. Mansfield
	 	 	 	Title:	V.P./CFO