Macke Jeffrey – ‘SC 13D’ on 8/7/98 re: Alco Stores Inc

As of:  Friday, 8/7/98   ·   Accession #:  1045969-98-592   ·   File #:  5-43827

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             28     92K 

Document Table of Contents

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D

 Under the Securities Exchange Act of 1934
 (Amendment No. )*

 Duckwall Alco Stores Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)

264142100 
--------------------------------------------------------------------------------
(CUSIP Number)

Richard A. Mansfield
 Duckwall Alco Stores Inc.
401 Cottage Street
Abilene, KS 67410-0129
--------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

July 31, 1998 
--------------------------------------------------------------------------------
 (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this   
schedule because of (S)(S) 240.13d-1(f) or 240.13d-1(g), check the following    
box. [_]                                                                        

* The remainder of this cover page shall be filled out for a reporting person's 
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the       
disclosures provided in a prior cover page.                                     

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of   
1934 ("Act") or otherwise subject to the liabilities of that section of the Act 
but shall be subject to all other provisions of the Act (however, see the       
Notes).                                                                         

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SCHEDULE 13D
------------

CUSIP No.    264142100                                                          
---------------                                             

1.   Names of Reporting Person(s) Jeffrey Macke                                 
I.R.S. Identification Nos. of Above Persons (entities only)           

2.   Check The Appropriate Box If A Member Of A Group*                          

                                                           (a) [ ]
                                                           (b) [_]

3.   Sec Use Only                                                               

4.   Source Of Funds                                                            

PF and OO                                                             

5.   Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(D)
Or 2(E)                                                          [_]  

6.   Citizenship Or Place Of Organization          United States Citizen        

                          7.    Sole Voting Power                446,300
Number Of                                                       
Shares                                                        
  Beneficially            8.    Shared Voting Power                    0
Owned By                                                        
Each                                                        
    Reporting             9.    Sole Dispositive Power           446,300
Person                                                        
With                                                        
                          10.   Shared Dispositive Power               0

11.  Aggregate Amount Beneficially Owned By Each Reporting Person               

446,300                                                               

12.  Check If The Aggregate Amount In Row (11) Excludes Certain Shares          
                                                               [_]

13.  Percent Of Class Represented By Amount In Row (11)                         

8.7%                                                                  

14.  Type Of Reporting Person                                                   

IN                                                                    

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INTRODUCTION                                                                    

The reporting person named in Item 2 below has been granted beneficial          
ownership, as defined in Rule 13d-3, of all the shares being reported on this   
Schedule 13D by the following individuals or entities:                          

     JKM Investments, LLC; Melissa K. Macke; Michael J. Macke; Kenneth A. Macke;
    Macke Limited Partnership; the Kenneth A. Macke Trust; and Kathleen Macke,
    collectively hereinafter referred to as (the "Macke Parties"). See Item 6,
Item 7 and Exhibits for this Schedule 13D for additional information  
   relating to the arrangements and agreements between the Macke Parties and
the Reporting Person.                                                 

ITEM 1.  SECURITY AND ISSUER.                                                   

This Schedule 13D relates to the Common Stock, $.01 par value (the "Common      
Stock") of Duckwall Alco Stores Inc., a Kansas corporation (the "Issuer"), whose
principal exeuctive offices are located at 401 Cottage Street, Abilene, KS      
67410.                                                                          

ITEM 2.  IDENTITY AND BACKGROUND.                                               

(a)  Name: Jeffrey Macke                                                        
(b)  Business Address: 2401 Vallejo Street, San Francisco, CA 94123             
(c)  Present principal occupation or employment and business name and adress:   
Investment Manager, JKM Investments, LLC, 2401 Vallejo Street, San    
Francisco, CA 94123                                                   
(d)  Convictions in the last 5 years: None                                      
(e)  Securities law violations in the last 5 years: None                        
(f)  Citizenship: United States Citizen                                         

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                     

As of July 31, 1998, the Macke Parties entered into a stock agreement with      
K.D.F., a Massachusetts Nominee Partnership to purchased an additional 200,000  
shares of Common Stock for $18.00 per share for an aggregate purchase price of  
$3,600,000. All funds for the acquisition of the Common Stock of the Issuer were
personal investment funds of the Macke Parties or borrowed by the Macke Parties 
under ordinary margin lending arrangements with National Banc Montgomery        
Securities.                                                                     

ITEM 4.  PURPOSE OF TRANSACTION.                                                

The shares covered by this Schedule 13D are being held for investment purposes. 
Depending upon a continuing assessment and upon future developments, the        
reporting person may determine, from time to time or at any time, to purchase   
additional shares of the Issuer or to sell or otherwise dispose of some of the  
shares. Other than in his capacity as a possible future member of the Board of  
Directors of the Issuer, the reporting person has no plans which relate to or   
would result in: (a) An extraordinary corporate transaction, such as a merger,  
reorganization or liquidation, involving the Issuer or any of its subsidiaries; 
(b) A sale or transfer of a material amount of assets of the Issuer or any of   
its subsidiaries; (c) Any change in the present Board of Directors or management
of the Issuer, including any plans or proposals to change the number or term of 
directors or to fill any existing vacancies on the board (other then stated     
above); (d) Any material change in the present capitalization or dividend policy
of the Issuer; (e) Any other material change in the Issuer's business or        
corporate structure; (f) Changes in the Issuer's corporate charter, bylaws or   
instruments corresponding thereto or other actions which may impede the         
acquisition of control of the Issuer by any person; (g) Causing a class of      
securities of the Issuer to be delisted from a national securities exchange or  
to cease to be authorized to be quoted in an inter-dealer quotation system of a 
registered national securities association; (h) A class of equity securities of 
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or (i) Any action similar to   
any of those enumerated above.                                                  

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.                                  

(a) The reporting person beneficially owns an aggregate of 446,300 shares,or    
8.7% of the outstanding Common Stock of the Issuer. The percentage outstanding  
Common Stock reported in this Item 5 are based on the assumption that there are 
5,119,761 shares of Common Stock outstanding, which is the number of outstanding
shares set forth on the Issuer's quarterly report or Form 10Q, filed with the   
SEC as of June 11, 1998 for the quarter ended May 3, 1998.                      

(b)  The reporting person has sole voting and dispositive power over the shares 
being reported. The responses of the reporting person to Items (7) through (11) 
of the cover page relating to his beneficial ownership of the Common Stock of   
the Issuer are incorporated herein by reference.                                

(c)  In addition to the 200,000 shares purchased as of July 31, 1998 discussed  
in Item (3) above the reporting person and the Macke Parties have acquired an   
aggregate of 5,500 shares of Common Stock of the Issuer in the past sixty days. 

(d.)  Each of  the persons or entities comprising the Macke Parties  has the    
right to receive or the power to direct the receipt of dividends from, or the   
proceeds from the sale of,  the Common Stock of the Issuer for which they have a
financial interest. The financial interests of the reporting person and the     
Macke Parties are set forth on Exhibit H of the Schedule 13-D and incorporated  
herein by reference.                                                            

(e)  Not applicable.                                                            

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ITEMS 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT  
TO SECURITIES OF THE ISSUER.                                  

Jeffrey Macke has beneficial ownership under Rule 13d-3 for the Common Stock of 
the Issuer being reported on this Schedule 13D. As of July 27, 1998, each of the
Macke Parties entered into an agreement with Jeffrey Macke granting him sole    
voting and investment power over the Common Stock they own or may purchase or   
acquire in the future. The Custodianship, Irrevocable Proxy and Power of        
Attorney Agreements between Jeffrey Macke and each of the Macke Parties are     
hereto attached as Exhibits A - G to this Schedule 13D.                         

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.                                      

Custodianship, Irrevocable Proxy and Power of Attorney Agreement between Jeffrey
Macke dated as of July 27, 1998:                                                

Exhibit                                                           
-------                                                           

        A         Custodian, Irrevocable Proxy and Power of Attorney granted
by JKM Investments, LLC                 

        B         Custodian, Irrevocable Proxy and Power of Attorney granted
by Melissa K. Macke                     

        C         Custodian, Irrevocable Proxy and Power of Attorney granted
by Michael J. Macke                     

        D         Custodian, Irrevocable Proxy and Power of Attorney granted
by Kenneth A. Macke                     

        E         Custodian, Irrevocable Proxy and Power of Attorney granted
by Macke Limited Partnership            

        F         Custodian, Irrevocable Proxy and Power of Attorney granted
by the Kenneth A. Macke Trust           

        G         Custodian, Irrevocable Proxy and Power of Attorney granted
by Kathleen Macke                       

       H         Summary of financial ownership of the Common Stock of the
Issuer                                  

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true and complete.  

Dated:  August 7, 1998                       /S/ Jeffrey Macke                  
                                 -----------------------------------
                               Jeffrey Macke

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 EXHIBIT INDEX

Exhibit Letter  Description of Exhibit                                  
--------------  ----------------------                                  

        A         Custodian, Irrevocable Proxy and Power of Attorney granted
by JKM Investments, LLC                 

        B         Custodian, Irrevocable Proxy and Power of Attorney granted
by Melissa K. Macke                     

        C         Custodian, Irrevocable Proxy and Power of Attorney granted
by Michael J. Macke                     

        D         Custodian, Irrevocable Proxy and Power of Attorney granted
by Kenneth A. Macke                     

        E         Custodian, Irrevocable Proxy and Power of Attorney granted
by Macke Limited Partnership            

        F         Custodian, Irrevocable Proxy and Power of Attorney granted
by the Kenneth A. Macke Trust           

        G         Custodian, Irrevocable Proxy and Power of Attorney granted
by Kathleen Macke                       

       H         Summary of financial ownership of the Common Stock of the
Issuer                                  

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                                                                       EXHIBIT A

Mr. Jeffrey Macke                                                               
2401 Vallejo Street                                                             
San Francisco, California  94123                                                

RE: CUSTODIANSHIP, IRREVOCABLE PROXY AND POWER OF ATTORNEY            

Dear Mr. Macke:                                                                 

The undersigned hereby appoints you, effective as of the date of this 
letter, as the undersigned's sole and exclusive custodian, proxy and            
attorney-in-fact, with full power of assignment, delegation and substitution by 
you, with respect to all shares of Duckwall Alco Stores Inc. Common Stock (CUSIP
Number: 264142100) (the "Common Stock") that the undersigned owns, directly or  
indirectly, on the date of this letter or may acquire from time to time after   
the date of this letter (whether such shares acquired after the date hereof are 
acquired by you on the undersigned's behalf using the powers granted to you by  
this letter or the undersigned otherwise acquires such shares). All such shares 
of Common Stock currently or in the future owned by the undersigned are referred
to in this letter as the "Shares.") Without limiting the foregoing appointment, 
the undersigned hereby specifically agrees as follows:                          

  1. CUSTODIANSHIP. The undersigned authorizes and directs you to hold the
certificates representing the Shares on the undersigned's behalf in such manner 
as you deem appropriate (including without limiting the foregoing, holding      
physical certificates in the name of the undersigned, holding such certificates 
in your own name, holding such certificates in the name of such nominee or      
street name as you deem appropriate, having such certificates held by others for
safekeeping or by an intermediary or intermediaries (including banks, brokers,  
depositories or others) as part of an indirect holding system, and changing     
arrangements for holding such certificates as you deem appropriate).            

2. PROXY. The undersigned authorizes and directs you to act as the    
undersigned's proxy with respect to the Shares and to vote all Shares in such   
amount and in such manner as you in your sole and absolute discretion deem      
appropriate on all matters submitted to holders of Common Stock. The undersigned
authorizes and directs you to exercise all other rights appurtenant to voting   
the Shares, calling meetings and making proposals with regard to the Shares in  
such manner as you in your sole and absolute discretion deem appropriate.       

    3. POWER OF ATTORNEY. The undersigned authorizes and directs you to act as
the undersigned's sole and exclusive attorney-in-fact, with full power and      
authority to acquire Shares on behalf of the undersigned, to the extent the     

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undersigned provides funds to you for such purpose, at such price and on such   
terms and at such times as you in your sole and absolute discretion deem        
appropriate. The undersigned authorizes and directs you to act as the           
undersigned's sole and exclusive attorney-in-fact, with full power and authority
to dispose of Shares on behalf of the undersigned, crediting net proceeds       
derived therefrom to an account designated by the undersigned in such manner as 
you may deem appropriate, at such price and on such terms and at such times as  
you in your sole and absolute discretion deem appropriate.                      

4. POWER TO SIGN DOCUMENTS AND TAKE OTHER ACTIONS. The appointment as 
custodian, proxy and attorney-in-fact contained herein shall include the power  
and authority for you to sign any and all documents and take any and all other  
actions in the name or otherwise on behalf of the undersigned as you in your    
sole and exclusive discretion deem necessary and appropriate in order to carry  
out the purposes of this letter and the authority conveyed to you hereby.       

     5. SOLE VOTING AND DISPOSITIVE POWER. It is understood and agreed that your
power to vote and dispose of the Shares is sole and exclusive and that the      
undersigned shall maintain no power to vote or dispose of the Shares while this 
appointment is in effect.                                                       

6. IRREVOCABILITY AND CONSIDERATION. The undersigned acknowledges and 
agrees that this appointment is given in exchange for good and valuable         
consideration sufficient to the undersigned for all legal purposes.             
Consequently, the undersigned agrees that this appointment is irrevocable and   
may only be terminated or modified by the written agreement of both the         
undersigned and you.                                                            

7. MISCELLANEOUS                                                      

     (A) ENTIRE AGREEMENT. This letter contains the entire understanding between
the parties with respect to the subject matter of this letter and supersedes any
prior understandings, agreements or representations, written or oral, relating  
to the subject matter hereof.                                                   

 (B) SEVERABILITY. Whenever possible, each provision of this appointment
shall be interpreted in such a manner as to be effective and valid under        
applicable law but if any provision of this appointment is held to be invalid,  
illegal or unenforceable under any applicable law or rule, the validity,        
legality and enforceability of the other provisions of this appointment will not
be affected or impaired thereby.                                                

(C) SUCCESSORS AND ASSIGNS. This appointment shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal 
representatives and successors and assigns.                                     

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  (D) MODIFICATION, AMENDMENT, WAIVER OR TERMINATION. No provision of this
appointment may be modified, amended, waived or terminated except by an         
instrument in writing signed by both you and the undersigned. No course of      
dealing between you and the undersigned will modify, amend, waive or terminate  
any provision of this appointment or any rights or obligations of any party     
under or by reason of this appointment.                                         

   (E) NOTICES. All notices, consents, requests, instructions, designations,
approvals or other communications relating to the subject matter of this letter 
shall be in writing and delivered by personal delivery, overnight courier, mail,
electronic facsimile or e-mail addressed to the receiving party at the address  
set forth herein. All such communications shall be effective when received. Any 
party may change the address set forth herein by notice to each other party     
given as provided herein.                                                       

(F) GOVERNING LAW. All matters relating to the interpretation,        
construction, validity and enforcement of this appointment shall be governed by 
the internal laws of the state of Minnesota, without giving effect to any choice
of law provisions thereof.                                                      

   (G) EXPENSES. The undesigned shall reimburse you for any and all expenses
incurred by you in connection with your role as custodian, proxy and            
attorney-in-fact hereunder. You may deduct such expenses from any funds provided
to you by the undersigned or from the proceeds of any disposition of Shares     
carried out by you on behalf of the undersigned.                                

Dated:  July 27, 1998                  JKM INVESTMENTS, LLC                     

                   By  /s/ Jeffrey Macke
                                     -------------------------------
                    Its Investment manager
                                     -------------------------------

     ADDRESS
                 2401 Vallejo Street
                                 -----------------------------------
                    San Franciso, CA 94123
                                 -----------------------------------

Acknowledged and agreed effective                                               
as of July 27, 1998:                                                            

/s/Jeffrey Mack                                                             
----------------------------------                                              
Jeffrey Macke                                                                   

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                                                                       EXHIBIT B

Mr. Jeffrey Macke                                                               
2401 Vallejo Street                                                             
San Francisco, California  94123                                                

RE: CUSTODIANSHIP, IRREVOCABLE PROXY AND POWER OF ATTORNEY                      

Dear Mr. Macke:                                                                 

The undersigned hereby appoints you, effective as of the date of this 
letter, as the undersigned's sole and exclusive custodian, proxy and            
attorney-in-fact, with full power of assignment, delegation and substitution by 
you, with respect to all shares of Duckwall Alco Stores Inc. Common Stock (CUSIP
Number: 264142100) (the "Common Stock") that the undersigned owns, directly or  
indirectly, on the date of this letter or may acquire from time to time after   
the date of this letter (whether such shares acquired after the date hereof are 
acquired by you on the undersigned's behalf using the powers granted to you by  
this letter or the undersigned otherwise acquires such shares). All such shares 
of Common Stock currently or in the future owned by the undersigned are referred
to in this letter as the "Shares.") Without limiting the foregoing appointment, 
the undersigned hereby specifically agrees as follows:                          

  1. CUSTODIANSHIP. The undersigned authorizes and directs you to hold the
certificates representing the Shares on the undersigned's behalf in such manner 
as you deem appropriate (including without limiting the foregoing, holding      
physical certificates in the name of the undersigned, holding such certificates 
in your own name, holding such certificates in the name of such nominee or      
street name as you deem appropriate, having such certificates held by others for
safekeeping or by an intermediary or intermediaries (including banks, brokers,  
depositories or others) as part of an indirect holding system, and changing     
arrangements for holding such certificates as you deem appropriate).            

2. PROXY. The undersigned authorizes and directs you to act as the    
undersigned's proxy with respect to the Shares and to vote all Shares in such   
amount and in such manner as you in your sole and absolute discretion deem      
appropriate on all matters submitted to holders of Common Stock. The undersigned
authorizes and directs you to exercise all other rights appurtenant to voting   
the Shares, calling meetings and making proposals with regard to the Shares in  
such manner as you in your sole and absolute discretion deem appropriate.       

    3. POWER OF ATTORNEY. The undersigned authorizes and directs you to act as
the undersigned's sole and exclusive attorney-in-fact, with full power and      

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authority to acquire Shares on behalf of the undersigned, to the extent the     
undersigned provides funds to you for such purpose, at such price and on such   
terms and at such times as you in your sole and absolute discretion deem        
appropriate. The undersigned authorizes and directs you to act as the           
undersigned's sole and exclusive attorney-in-fact, with full power and authority
to dispose of Shares on behalf of the undersigned, crediting net proceeds       
derived therefrom to an account designated by the undersigned in such manner as 
you may deem appropriate, at such price and on such terms and at such times as  
you in your sole and absolute discretion deem appropriate.                      

4. POWER TO SIGN DOCUMENTS AND TAKE OTHER ACTIONS. The appointment as 
custodian, proxy and attorney-in-fact contained herein shall include the power  
and authority for you to sign any and all documents and take any and all other  
actions in the name or otherwise on behalf of the undersigned as you in your    
sole and exclusive discretion deem necessary and appropriate in order to carry  
out the purposes of this letter and the authority conveyed to you hereby.       

     5. SOLE VOTING AND DISPOSITIVE POWER. It is understood and agreed that your
power to vote and dispose of the Shares is sole and exclusive and that the      
undersigned shall maintain no power to vote or dispose of the Shares while this 
appointment is in effect.                                                       

6. IRREVOCABILITY AND CONSIDERATION. The undersigned acknowledges and 
agrees that this appointment is given in exchange for good and valuable         
consideration sufficient to the undersigned for all legal purposes.             
Consequently, the undersigned agrees that this appointment is irrevocable and   
may only be terminated or modified by the written agreement of both the         
undersigned and you.                                                            

7. MISCELLANEOUS                                                      

     (A) ENTIRE AGREEMENT. This letter contains the entire understanding between
the parties with respect to the subject matter of this letter and supersedes any
prior understandings, agreements or representations, written or oral, relating  
to the subject matter hereof.                                                   

 (B) SEVERABILITY. Whenever possible, each provision of this appointment
shall be interpreted in such a manner as to be effective and valid under        
applicable law but if any provision of this appointment is held to be invalid,  
illegal or unenforceable under any applicable law or rule, the validity,        
legality and enforceability of the other provisions of this appointment will not
be affected or impaired thereby.                                                

(C) SUCCESSORS AND ASSIGNS. This appointment shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal 
representatives and successors and assigns.                                     

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  (D) MODIFICATION, AMENDMENT, WAIVER OR TERMINATION. No provision of this
appointment may be modified, amended, waived or terminated except by an         
instrument in writing signed by both you and the undersigned. No course of      
dealing between you and the undersigned will modify, amend, waive or terminate  
any provision of this appointment or any rights or obligations of any party     
under or by reason of this appointment.                                         

   (E) NOTICES. All notices, consents, requests, instructions, designations,
approvals or other communications relating to the subject matter of this letter 
shall be in writing and delivered by personal delivery, overnight courier, mail,
electronic facsimile or e-mail addressed to the receiving party at the address  
set forth herein. All such communications shall be effective when received. Any 
party may change the address set forth herein by notice to each other party     
given as provided herein.                                                       

(F) GOVERNING LAW. All matters relating to the interpretation,        
construction, validity and enforcement of this appointment shall be governed by 
the internal laws of the state of Minnesota, without giving effect to any choice
of law provisions thereof.                                                      

   (G) EXPENSES. The undesigned shall reimburse you for any and all expenses
incurred by you in connection with your role as custodian, proxy and            
attorney-in-fact hereunder. You may deduct such expenses from any funds provided
to you by the undersigned or from the proceeds of any disposition of Shares     
carried out by you on behalf of the undersigned.                                

Dated:  July 27, 1998                     /s/ Melissa K. Macke                  
                                 -----------------------------------
              Melissa K. Macke

     ADDRESS
             1655 Fox Street
              Orono, MN  55399

Acknowledged and agreed effective                                               
as of July 27, 1998:                                                            

/s/ Jeffrey Macke                                                           
----------------------------------                                              
Jeffrey Macke                                                                   

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                                                                       EXHIBIT C

Mr. Jeffrey Macke                                                               
2401 Vallejo Street                                                             
San Francisco, California  94123                                                

RE: CUSTODIANSHIP, IRREVOCABLE PROXY AND POWER OF ATTORNEY            

Dear Mr. Macke:                                                                 

The undersigned hereby appoints you, effective as of the date of this 
letter, as the undersigned's sole and exclusive custodian, proxy and            
attorney-in-fact, with full power of assignment, delegation and substitution by 
you, with respect to all shares of Duckwall Alco Stores Inc. Common Stock (CUSIP
Number: 264142100) (the "Common Stock") that the undersigned owns, directly or  
indirectly, on the date of this letter or may acquire from time to time after   
the date of this letter (whether such shares acquired after the date hereof are 
acquired by you on the undersigned's behalf using the powers granted to you by  
this letter or the undersigned otherwise acquires such shares). All such shares 
of Common Stock currently or in the future owned by the undersigned are referred
to in this letter as the "Shares.") Without limiting the foregoing appointment, 
the undersigned hereby specifically agrees as follows:                          

  1. CUSTODIANSHIP. The undersigned authorizes and directs you to hold the
certificates representing the Shares on the undersigned's behalf in such manner 
as you deem appropriate (including without limiting the foregoing, holding      
physical certificates in the name of the undersigned, holding such certificates 
in your own name, holding such certificates in the name of such nominee or      
street name as you deem appropriate, having such certificates held by others for
safekeeping or by an intermediary or intermediaries (including banks, brokers,  
depositories or others) as part of an indirect holding system, and changing     
arrangements for holding such certificates as you deem appropriate).            

2. PROXY. The undersigned authorizes and directs you to act as the    
undersigned's proxy with respect to the Shares and to vote all Shares in such   
amount and in such manner as you in your sole and absolute discretion deem      
appropriate on all matters submitted to holders of Common Stock. The undersigned
authorizes and directs you to exercise all other rights appurtenant to voting   
the Shares, calling meetings and making proposals with regard to the Shares in  
such manner as you in your sole and absolute discretion deem appropriate.       

    3. POWER OF ATTORNEY. The undersigned authorizes and directs you to act as
the undersigned's sole and exclusive attorney-in-fact, with full power and      
authority to acquire Shares on behalf of the undersigned, to the extent the     

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undersigned provides funds to you for such purpose, at such price and on such   
terms and at such times as you in your sole and absolute discretion deem        
appropriate. The undersigned authorizes and directs you to act as the           
undersigned's sole and exclusive attorney-in-fact, with full power and authority
to dispose of Shares on behalf of the undersigned, crediting net proceeds       
derived therefrom to an account designated by the undersigned in such manner as 
you may deem appropriate, at such price and on such terms and at such times as  
you in your sole and absolute discretion deem appropriate.                      

4. POWER TO SIGN DOCUMENTS AND TAKE OTHER ACTIONS. The appointment as 
custodian, proxy and attorney-in-fact contained herein shall include the power  
and authority for you to sign any and all documents and take any and all other  
actions in the name or otherwise on behalf of the undersigned as you in your    
sole and exclusive discretion deem necessary and appropriate in order to carry  
out the purposes of this letter and the authority conveyed to you hereby.       

     5. SOLE VOTING AND DISPOSITIVE POWER. It is understood and agreed that your
power to vote and dispose of the Shares is sole and exclusive and that the      
undersigned shall maintain no power to vote or dispose of the Shares while this 
appointment is in effect.                                                       

6. IRREVOCABILITY AND CONSIDERATION. The undersigned acknowledges and 
agrees that this appointment is given in exchange for good and valuable         
consideration sufficient to the undersigned for all legal purposes.             
Consequently, the undersigned agrees that this appointment is irrevocable and   
may only be terminated or modified by the written agreement of both the         
undersigned and you.                                                            

7. MISCELLANEOUS                                                      

     (A) ENTIRE AGREEMENT. This letter contains the entire understanding between
the parties with respect to the subject matter of this letter and supersedes any
prior understandings, agreements or representations, written or oral, relating  
to the subject matter hereof.                                                   

 (B) SEVERABILITY. Whenever possible, each provision of this appointment
shall be interpreted in such a manner as to be effective and valid under        
applicable law but if any provision of this appointment is held to be invalid,  
illegal or unenforceable under any applicable law or rule, the validity,        
legality and enforceability of the other provisions of this appointment will not
be affected or impaired thereby.                                                

(C) SUCCESSORS AND ASSIGNS. This appointment shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal 
representatives and successors and assigns.                                     

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  (D) MODIFICATION, AMENDMENT, WAIVER OR TERMINATION. No provision of this
appointment may be modified, amended, waived or terminated except by an         
instrument in writing signed by both you and the undersigned. No course of      
dealing between you and the undersigned will modify, amend, waive or terminate  
any provision of this appointment or any rights or obligations of any party     
under or by reason of this appointment.                                         

   (E) NOTICES. All notices, consents, requests, instructions, designations,
approvals or other communications relating to the subject matter of this letter 
shall be in writing and delivered by personal delivery, overnight courier, mail,
electronic facsimile or e-mail addressed to the receiving party at the address  
set forth herein. All such communications shall be effective when received. Any 
party may change the address set forth herein by notice to each other party     
given as provided herein.                                                       

(F) GOVERNING LAW. All matters relating to the interpretation,        
construction, validity and enforcement of this appointment shall be governed by 
the internal laws of the state of Minnesota, without giving effect to any choice
of law provisions thereof.                                                      

   (G) EXPENSES. The undesigned shall reimburse you for any and all expenses
incurred by you in connection with your role as custodian, proxy and            
attorney-in-fact hereunder. You may deduct such expenses from any funds provided
to you by the undersigned or from the proceeds of any disposition of Shares     
carried out by you on behalf of the undersigned.                                

Dated:  July 27, 1998                     /s/ Michael J. Macke                  
                                 -----------------------------------
              Michael J. Macke

     ADDRESS

         5602 500 W.
             Moab, UT  84544

Acknowledged and agreed effective                                               
as of July 27, 1998:                                                            

/s/ Jeffrey Macke                                                           
----------------------------------                                              
Jeffrey Macke                                                                   

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                                                                       EXHIBIT D

Mr. Jeffrey Macke                                                               
2401 Vallejo Street                                                             
San Francisco, California  94123                                                

RE: CUSTODIANSHIP, IRREVOCABLE PROXY AND POWER OF ATTORNEY            

Dear Mr. Macke:                                                                 

The undersigned hereby appoints you, effective as of the date of this 
letter, as the undersigned's sole and exclusive custodian, proxy and            
attorney-in-fact, with full power of assignment, delegation and substitution by 
you, with respect to all shares of Duckwall Alco Stores Inc. Common Stock (CUSIP
Number: 264142100) (the "Common Stock") that the undersigned owns, directly or  
indirectly, on the date of this letter or may acquire from time to time after   
the date of this letter (whether such shares acquired after the date hereof are 
acquired by you on the undersigned's behalf using the powers granted to you by  
this letter or the undersigned otherwise acquires such shares). All such shares 
of Common Stock currently or in the future owned by the undersigned are referred
to in this letter as the "Shares.") Without limiting the foregoing appointment, 
the undersigned hereby specifically agrees as follows:                          

  1. CUSTODIANSHIP. The undersigned authorizes and directs you to hold the
certificates representing the Shares on the undersigned's behalf in such manner 
as you deem appropriate (including without limiting the foregoing, holding      
physical certificates in the name of the undersigned, holding such certificates 
in your own name, holding such certificates in the name of such nominee or      
street name as you deem appropriate, having such certificates held by others for
safekeeping or by an intermediary or intermediaries (including banks, brokers,  
depositories or others) as part of an indirect holding system, and changing     
arrangements for holding such certificates as you deem appropriate).            

2. PROXY. The undersigned authorizes and directs you to act as the    
undersigned's proxy with respect to the Shares and to vote all Shares in such   
amount and in such manner as you in your sole and absolute discretion deem      
appropriate on all matters submitted to holders of Common Stock. The undersigned
authorizes and directs you to exercise all other rights appurtenant to voting   
the Shares, calling meetings and making proposals with regard to the Shares in  
such manner as you in your sole and absolute discretion deem appropriate.       

    3. POWER OF ATTORNEY. The undersigned authorizes and directs you to act as
the undersigned's sole and exclusive attorney-in-fact, with full power and      
authority to acquire Shares on behalf of the undersigned, to the extent the     

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undersigned provides funds to you for such purpose, at such price and on such   
terms and at such times as you in your sole and absolute discretion deem        
appropriate. The undersigned authorizes and directs you to act as the           
undersigned's sole and exclusive attorney-in-fact, with full power and authority
to dispose of Shares on behalf of the undersigned, crediting net proceeds       
derived therefrom to an account designated by the undersigned in such manner as 
you may deem appropriate, at such price and on such terms and at such times as  
you in your sole and absolute discretion deem appropriate.                      

4. POWER TO SIGN DOCUMENTS AND TAKE OTHER ACTIONS. The appointment as 
custodian, proxy and attorney-in-fact contained herein shall include the power  
and authority for you to sign any and all documents and take any and all other  
actions in the name or otherwise on behalf of the undersigned as you in your    
sole and exclusive discretion deem necessary and appropriate in order to carry  
out the purposes of this letter and the authority conveyed to you hereby.       

     5. SOLE VOTING AND DISPOSITIVE POWER. It is understood and agreed that your
power to vote and dispose of the Shares is sole and exclusive and that the      
undersigned shall maintain no power to vote or dispose of the Shares while this 
appointment is in effect.                                                       

6. IRREVOCABILITY AND CONSIDERATION. The undersigned acknowledges and 
agrees that this appointment is given in exchange for good and valuable         
consideration sufficient to the undersigned for all legal purposes.             
Consequently, the undersigned agrees that this appointment is irrevocable and   
may only be terminated or modified by the written agreement of both the         
undersigned and you.                                                            

7. MISCELLANEOUS                                                      

     (A) ENTIRE AGREEMENT. This letter contains the entire understanding between
the parties with respect to the subject matter of this letter and supersedes any
prior understandings, agreements or representations, written or oral, relating  
to the subject matter hereof.                                                   

 (B) SEVERABILITY. Whenever possible, each provision of this appointment
shall be interpreted in such a manner as to be effective and valid under        
applicable law but if any provision of this appointment is held to be invalid,  
illegal or unenforceable under any applicable law or rule, the validity,        
legality and enforceability of the other provisions of this appointment will not
be affected or impaired thereby.                                                

(C) SUCCESSORS AND ASSIGNS. This appointment shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal 
representatives and successors and assigns.                                     

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  (D) MODIFICATION, AMENDMENT, WAIVER OR TERMINATION. No provision of this
appointment may be modified, amended, waived or terminated except by an         
instrument in writing signed by both you and the undersigned. No course of      
dealing between you and the undersigned will modify, amend, waive or terminate  
any provision of this appointment or any rights or obligations of any party     
under or by reason of this appointment.                                         

   (E) NOTICES. All notices, consents, requests, instructions, designations,
approvals or other communications relating to the subject matter of this letter 
shall be in writing and delivered by personal delivery, overnight courier, mail,
electronic facsimile or e-mail addressed to the receiving party at the address  
set forth herein. All such communications shall be effective when received. Any 
party may change the address set forth herein by notice to each other party     
given as provided herein.                                                       

(F) GOVERNING LAW. All matters relating to the interpretation,        
construction, validity and enforcement of this appointment shall be governed by 
the internal laws of the state of Minnesota, without giving effect to any choice
of law provisions thereof.                                                      

   (G) EXPENSES. The undesigned shall reimburse you for any and all expenses
incurred by you in connection with your role as custodian, proxy and            
attorney-in-fact hereunder. You may deduct such expenses from any funds provided
to you by the undersigned or from the proceeds of any disposition of Shares     
carried out by you on behalf of the undersigned.                                

Dated:  July 27, 1998                     /s/ Kenneth A. Macke                  
                                 -----------------------------------
              Kenneth A. Macke

     ADDRESS

                5506 Wayzata Blvd.
              Orono, MN  55391

Acknowledged and agreed effective                                               
as of July 27, 1998:                                                            

/s/ Jeffrey Macke                                                           
----------------------------------                                              
Jeffrey Macke                                                                   

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                                                                       EXHIBIT E

Mr. Jeffrey Macke                                                               
2401 Vallejo Street                                                             
San Francisco, California  94123                                                

RE: CUSTODIANSHIP, IRREVOCABLE PROXY AND POWER OF ATTORNEY            

Dear Mr. Macke:                                                                 

The undersigned hereby appoints you, effective as of the date of this 
letter, as the undersigned's sole and exclusive custodian, proxy and            
attorney-in-fact, with full power of assignment, delegation and substitution by 
you, with respect to all shares of Duckwall Alco Stores Inc. Common Stock (CUSIP
Number: 264142100) (the "Common Stock") that the undersigned owns, directly or  
indirectly, on the date of this letter or may acquire from time to time after   
the date of this letter (whether such shares acquired after the date hereof are 
acquired by you on the undersigned's behalf using the powers granted to you by  
this letter or the undersigned otherwise acquires such shares). All such shares 
of Common Stock currently or in the future owned by the undersigned are referred
to in this letter as the "Shares.") Without limiting the foregoing appointment, 
the undersigned hereby specifically agrees as follows:                          

  1. CUSTODIANSHIP. The undersigned authorizes and directs you to hold the
certificates representing the Shares on the undersigned's behalf in such manner 
as you deem appropriate (including without limiting the foregoing, holding      
physical certificates in the name of the undersigned, holding such certificates 
in your own name, holding such certificates in the name of such nominee or      
street name as you deem appropriate, having such certificates held by others for
safekeeping or by an intermediary or intermediaries (including banks, brokers,  
depositories or others) as part of an indirect holding system, and changing     
arrangements for holding such certificates as you deem appropriate).            

2. PROXY. The undersigned authorizes and directs you to act as the    
undersigned's proxy with respect to the Shares and to vote all Shares in such   
amount and in such manner as you in your sole and absolute discretion deem      
appropriate on all matters submitted to holders of Common Stock. The undersigned
authorizes and directs you to exercise all other rights appurtenant to voting   
the Shares, calling meetings and making proposals with regard to the Shares in  
such manner as you in your sole and absolute discretion deem appropriate.       

    3. POWER OF ATTORNEY. The undersigned authorizes and directs you to act as
the undersigned's sole and exclusive attorney-in-fact, with full power and      
authority to acquire Shares on behalf of the undersigned, to the extent the     

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undersigned provides funds to you for such purpose, at such price and on such   
terms and at such times as you in your sole and absolute discretion deem        
appropriate. The undersigned authorizes and directs you to act as the           
undersigned's sole and exclusive attorney-in-fact, with full power and authority
to dispose of Shares on behalf of the undersigned, crediting net proceeds       
derived therefrom to an account designated by the undersigned in such manner as 
you may deem appropriate, at such price and on such terms and at such times as  
you in your sole and absolute discretion deem appropriate.                      

4. POWER TO SIGN DOCUMENTS AND TAKE OTHER ACTIONS. The appointment as 
custodian, proxy and attorney-in-fact contained herein shall include the power  
and authority for you to sign any and all documents and take any and all other  
actions in the name or otherwise on behalf of the undersigned as you in your    
sole and exclusive discretion deem necessary and appropriate in order to carry  
out the purposes of this letter and the authority conveyed to you hereby.       

     5. SOLE VOTING AND DISPOSITIVE POWER. It is understood and agreed that your
power to vote and dispose of the Shares is sole and exclusive and that the      
undersigned shall maintain no power to vote or dispose of the Shares while this 
appointment is in effect.                                                       

6. IRREVOCABILITY AND CONSIDERATION. The undersigned acknowledges and 
agrees that this appointment is given in exchange for good and valuable         
consideration sufficient to the undersigned for all legal purposes.             
Consequently, the undersigned agrees that this appointment is irrevocable and   
may only be terminated or modified by the written agreement of both the         
undersigned and you.                                                            

7. MISCELLANEOUS                                                      

     (A) ENTIRE AGREEMENT. This letter contains the entire understanding between
the parties with respect to the subject matter of this letter and supersedes any
prior understandings, agreements or representations, written or oral, relating  
to the subject matter hereof.                                                   

 (B) SEVERABILITY. Whenever possible, each provision of this appointment
shall be interpreted in such a manner as to be effective and valid under        
applicable law but if any provision of this appointment is held to be invalid,  
illegal or unenforceable under any applicable law or rule, the validity,        
legality and enforceability of the other provisions of this appointment will not
be affected or impaired thereby.                                                

(C) SUCCESSORS AND ASSIGNS. This appointment shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal 
representatives and successors and assigns.                                     

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  (D) MODIFICATION, AMENDMENT, WAIVER OR TERMINATION. No provision of this
appointment may be modified, amended, waived or terminated except by an         
instrument in writing signed by both you and the undersigned. No course of      
dealing between you and the undersigned will modify, amend, waive or terminate  
any provision of this appointment or any rights or obligations of any party     
under or by reason of this appointment.                                         

   (E) NOTICES. All notices, consents, requests, instructions, designations,
approvals or other communications relating to the subject matter of this letter 
shall be in writing and delivered by personal delivery, overnight courier, mail,
electronic facsimile or e-mail addressed to the receiving party at the address  
set forth herein. All such communications shall be effective when received. Any 
party may change the address set forth herein by notice to each other party     
given as provided herein.                                                       

(F) GOVERNING LAW. All matters relating to the interpretation,        
construction, validity and enforcement of this appointment shall be governed by 
the internal laws of the state of Minnesota, without giving effect to any choice
of law provisions thereof.                                                      

   (G) EXPENSES. The undesigned shall reimburse you for any and all expenses
incurred by you in connection with your role as custodian, proxy and            
attorney-in-fact hereunder. You may deduct such expenses from any funds provided
to you by the undersigned or from the proceeds of any disposition of Shares     
carried out by you on behalf of the undersigned.                                

Dated:  July 27, 1998                  MACKE LIMITED PARTNERSHIP                

                          By      /s/ Kenneth A. Macke
                                    --------------------------------
                    Kenneth A. Macke
                   General Partner

     ADDRESS

                5506 Wayzata Blvd.
              Orono, MN  55391

Acknowledged and agreed effective                                               
as of July 27, 1998:                                                            

/s/ Jeffrey Macke                                                           
----------------------------------                                              
Jeffrey Macke                                                                   

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                                                                       EXHIBIT F

Mr. Jeffrey Macke                                                               
2401 Vallejo Street                                                             
San Francisco, California  94123                                                

RE: CUSTODIANSHIP, IRREVOCABLE PROXY AND POWER OF ATTORNEY            

Dear Mr. Macke:                                                                 

The undersigned hereby appoints you, effective as of the date of this 
letter, as the undersigned's sole and exclusive custodian, proxy and            
attorney-in-fact, with full power of assignment, delegation and substitution by 
you, with respect to all shares of Duckwall Alco Stores Inc. Common Stock (CUSIP
Number: 264142100) (the "Common Stock") that the undersigned owns, directly or  
indirectly, on the date of this letter or may acquire from time to time after   
the date of this letter (whether such shares acquired after the date hereof are 
acquired by you on the undersigned's behalf using the powers granted to you by  
this letter or the undersigned otherwise acquires such shares). All such shares 
of Common Stock currently or in the future owned by the undersigned are referred
to in this letter as the "Shares.") Without limiting the foregoing appointment, 
the undersigned hereby specifically agrees as follows:                          

  1. CUSTODIANSHIP. The undersigned authorizes and directs you to hold the
certificates representing the Shares on the undersigned's behalf in such manner 
as you deem appropriate (including without limiting the foregoing, holding      
physical certificates in the name of the undersigned, holding such certificates 
in your own name, holding such certificates in the name of such nominee or      
street name as you deem appropriate, having such certificates held by others for
safekeeping or by an intermediary or intermediaries (including banks, brokers,  
depositories or others) as part of an indirect holding system, and changing     
arrangements for holding such certificates as you deem appropriate).            

2. PROXY. The undersigned authorizes and directs you to act as the    
undersigned's proxy with respect to the Shares and to vote all Shares in such   
amount and in such manner as you in your sole and absolute discretion deem      
appropriate on all matters submitted to holders of Common Stock. The undersigned
authorizes and directs you to exercise all other rights appurtenant to voting   
the Shares, calling meetings and making proposals with regard to the Shares in  
such manner as you in your sole and absolute discretion deem appropriate.       

    3. POWER OF ATTORNEY. The undersigned authorizes and directs you to act as
the undersigned's sole and exclusive attorney-in-fact, with full power and      
authority to acquire Shares on behalf of the undersigned, to the extent the     
undersigned provides funds to you for such purpose, at such price and on such   

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terms and at such times as you in your sole and absolute discretion deem        
appropriate. The undersigned authorizes and directs you to act as the           
undersigned's sole and exclusive attorney-in-fact, with full power and authority
to dispose of Shares on behalf of the undersigned, crediting net proceeds       
derived therefrom to an account designated by the undersigned in such manner as 
you may deem appropriate, at such price and on such terms and at such times as  
you in your sole and absolute discretion deem appropriate.                      

4. POWER TO SIGN DOCUMENTS AND TAKE OTHER ACTIONS. The appointment as 
custodian, proxy and attorney-in-fact contained herein shall include the power  
and authority for you to sign any and all documents and take any and all other  
actions in the name or otherwise on behalf of the undersigned as you in your    
sole and exclusive discretion deem necessary and appropriate in order to carry  
out the purposes of this letter and the authority conveyed to you hereby.       

     5. SOLE VOTING AND DISPOSITIVE POWER. It is understood and agreed that your
power to vote and dispose of the Shares is sole and exclusive and that the      
undersigned shall maintain no power to vote or dispose of the Shares while this 
appointment is in effect.                                                       

6. IRREVOCABILITY AND CONSIDERATION. The undersigned acknowledges and 
agrees that this appointment is given in exchange for good and valuable         
consideration sufficient to the undersigned for all legal purposes.             
Consequently, the undersigned agrees that this appointment is irrevocable and   
may only be terminated or modified by the written agreement of both the         
undersigned and you.                                                            

7. MISCELLANEOUS                                                      

     (A) ENTIRE AGREEMENT. This letter contains the entire understanding between
the parties with respect to the subject matter of this letter and supersedes any
prior understandings, agreements or representations, written or oral, relating  
to the subject matter hereof.                                                   

               (B) SEVERABILITY. Whenever possible, each provision of this
appointment shall be interpreted in such a manner as to be effective and valid  
under applicable law but if any provision of this appointment is held to be     
invalid, illegal or unenforceable under any applicable law or rule, the         
validity, legality and enforceability of the other provisions of this           
appointment will not be affected or impaired thereby.                           

(C) SUCCESSORS AND ASSIGNS. This appointment shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal 
representatives and successors and assigns.                                     

  (D) MODIFICATION, AMENDMENT, WAIVER OR TERMINATION. No provision of this
appointment may be modified, amended, waived or terminated except by an         

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instrument in writing signed by both you and the undersigned. No course of      
dealing between you and the undersigned will modify, amend, waive or terminate  
any provision of this appointment or any rights or obligations of any party     
under or by reason of this appointment.                                         

   (E) NOTICES. All notices, consents, requests, instructions, designations,
approvals or other communications relating to the subject matter of this letter 
shall be in writing and delivered by personal delivery, overnight courier, mail,
electronic facsimile or e-mail addressed to the receiving party at the address  
set forth herein. All such communications shall be effective when received. Any 
party may change the address set forth herein by notice to each other party     
given as provided herein.                                                       

(F) GOVERNING LAW. All matters relating to the interpretation,        
construction, validity and enforcement of this appointment shall be governed by 
the internal laws of the state of Minnesota, without giving effect to any choice
of law provisions thereof.                                                      

   (G) EXPENSES. The undesigned shall reimburse you for any and all expenses
incurred by you in connection with your role as custodian, proxy and            
attorney-in-fact hereunder. You may deduct such expenses from any funds provided
to you by the undersigned or from the proceeds of any disposition of Shares     
carried out by you on behalf of the undersigned.                                

Dated:  July 27, 1998                  KENNETH A. MACKE TRUST                   
            DATED 12/16/86

                       By  /s/ Kathleen O. Macke
                                     -------------------------------
         Its Trustee
                                     -------------------------------

     ADDRESS

             1655 Fox Street
              Orono, MN  55391

Acknowledged and agreed effective                                               
as of July 27, 1998:                                                            

/s/Jeffrey Mack                                                             
----------------------------------                                              
Jeffrey Macke                                                                   

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                                                                       EXHIBIT G

Mr. Jeffrey Macke                                                               
2401 Vallejo Street                                                             
San Francisco, California  94123                                                

RE: CUSTODIANSHIP, IRREVOCABLE PROXY AND POWER OF ATTORNEY            

Dear Mr. Macke:                                                                 

The undersigned hereby appoints you, effective as of the date of this 
letter, as the undersigned's sole and exclusive custodian, proxy and            
attorney-in-fact, with full power of assignment, delegation and substitution by 
you, with respect to all shares of Duckwall Alco Stores Inc. Common Stock (CUSIP
Number: 264142100) (the "Common Stock") that the undersigned owns, directly or  
indirectly, on the date of this letter or may acquire from time to time after   
the date of this letter (whether such shares acquired after the date hereof are 
acquired by you on the undersigned's behalf using the powers granted to you by  
this letter or the undersigned otherwise acquires such shares). All such shares 
of Common Stock currently or in the future owned by the undersigned are referred
to in this letter as the "Shares.") Without limiting the foregoing appointment, 
the undersigned hereby specifically agrees as follows:                          

  1. CUSTODIANSHIP. The undersigned authorizes and directs you to hold the
certificates representing the Shares on the undersigned's behalf in such manner 
as you deem appropriate (including without limiting the foregoing, holding      
physical certificates in the name of the undersigned, holding such certificates 
in your own name, holding such certificates in the name of such nominee or      
street name as you deem appropriate, having such certificates held by others for
safekeeping or by an intermediary or intermediaries (including banks, brokers,  
depositories or others) as part of an indirect holding system, and changing     
arrangements for holding such certificates as you deem appropriate).            

2. PROXY. The undersigned authorizes and directs you to act as the    
undersigned's proxy with respect to the Shares and to vote all Shares in such   
amount and in such manner as you in your sole and absolute discretion deem      
appropriate on all matters submitted to holders of Common Stock. The undersigned
authorizes and directs you to exercise all other rights appurtenant to voting   
the Shares, calling meetings and making proposals with regard to the Shares in  
such manner as you in your sole and absolute discretion deem appropriate.       

    3. POWER OF ATTORNEY. The undersigned authorizes and directs you to act as
the undersigned's sole and exclusive attorney-in-fact, with full power and      
authority to acquire Shares on behalf of the undersigned, to the extent the     
undersigned provides funds to you for such purpose, at such price and on such   

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terms and at such times as you in your sole and absolute discretion deem        
appropriate. The undersigned authorizes and directs you to act as the           
undersigned's sole and exclusive attorney-in-fact, with full power and authority
to dispose of Shares on behalf of the undersigned, crediting net proceeds       
derived therefrom to an account designated by the undersigned in such manner as 
you may deem appropriate, at such price and on such terms and at such times as  
you in your sole and absolute discretion deem appropriate.                      

4. POWER TO SIGN DOCUMENTS AND TAKE OTHER ACTIONS. The appointment as 
custodian, proxy and attorney-in-fact contained herein shall include the power  
and authority for you to sign any and all documents and take any and all other  
actions in the name or otherwise on behalf of the undersigned as you in your    
sole and exclusive discretion deem necessary and appropriate in order to carry  
out the purposes of this letter and the authority conveyed to you hereby.       

     5. SOLE VOTING AND DISPOSITIVE POWER. It is understood and agreed that your
power to vote and dispose of the Shares is sole and exclusive and that the      
undersigned shall maintain no power to vote or dispose of the Shares while this 
appointment is in effect.                                                       

6. IRREVOCABILITY AND CONSIDERATION. The undersigned acknowledges and 
agrees that this appointment is given in exchange for good and valuable         
consideration sufficient to the undersigned for all legal purposes.             
Consequently, the undersigned agrees that this appointment is irrevocable and   
may only be terminated or modified by the written agreement of both the         
undersigned and you.                                                            

7. MISCELLANEOUS                                                      

     (A) ENTIRE AGREEMENT. This letter contains the entire understanding between
the parties with respect to the subject matter of this letter and supersedes any
prior understandings, agreements or representations, written or oral, relating  
to the subject matter hereof.                                                   

 (B) SEVERABILITY. Whenever possible, each provision of this appointment
shall be interpreted in such a manner as to be effective and valid under        
applicable law but if any provision of this appointment is held to be invalid,  
illegal or unenforceable under any applicable law or rule, the validity,        
legality and enforceability of the other provisions of this appointment will not
be affected or impaired thereby.                                                

(C) SUCCESSORS AND ASSIGNS. This appointment shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal 
representatives and successors and assigns.                                     

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  (D) MODIFICATION, AMENDMENT, WAIVER OR TERMINATION. No provision of this
appointment may be modified, amended, waived or terminated except by an         
instrument in writing signed by both you and the undersigned. No course of      
dealing between you and the undersigned will modify, amend, waive or terminate  
any provision of this appointment or any rights or obligations of any party     
under or by reason of this appointment.                                         

   (E) NOTICES. All notices, consents, requests, instructions, designations,
approvals or other communications relating to the subject matter of this letter 
shall be in writing and delivered by personal delivery, overnight courier, mail,
electronic facsimile or e-mail addressed to the receiving party at the address  
set forth herein. All such communications shall be effective when received. Any 
party may change the address set forth herein by notice to each other party     
given as provided herein.                                                       

(F) GOVERNING LAW. All matters relating to the interpretation,        
construction, validity and enforcement of this appointment shall be governed by 
the internal laws of the state of Minnesota, without giving effect to any choice
of law provisions thereof.                                                      

   (G) EXPENSES. The undesigned shall reimburse you for any and all expenses
incurred by you in connection with your role as custodian, proxy and            
attorney-in-fact hereunder. You may deduct such expenses from any funds provided
to you by the undersigned or from the proceeds of any disposition of Shares     
carried out by you on behalf of the undersigned.                                

Dated:  July 27, 1998                        /s/ Kathleen O. Macke              
                                 -----------------------------------
                Kathleen O.  Macke

     ADDRESS

             1655 Fox Street
              Orono, MN  55391

Acknowledged and agreed effective                                               
as of July 27, 1998:                                                            

/s/ Jeffrey Macke                                                           
----------------------------------                                              
Jeffrey Macke                                                                   

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                                                                       EXHIBIT H

SHAREHOLDER                                            SHARES                   
                                    --------
Macke Limited Partnership                               3,500                   

JKM Investments, LLC                                   62,200                   

Kenneth A. Macke and Kathy Macke                      356,100                   

Melissa Macke                                           2,500                   

Jeffrey Macke                                          20,000                   

Kenneth A. Macke Trust                                  1,000                   

Michael Macke                                           1,000                   
                                   -------
                                   446,300

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		8/7/98		5					SC 13D/A
		7/31/98		1		3
		7/27/98		4		27
		6/11/98		3					10-Q
		5/3/98		3					10-Q
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