EXHIBIT A
                 THE POWERS, PREFERENCES, RIGHTS AND LIMITATIONS
                      OF THE SERIES OF THE PREFERRED STOCK
                                       OF
                            ALANCO TECHNOLOGIES, INC.

                                   DESIGNATED
                      SERIES D CONVERTIBLE PREFERRED STOCK


      The series originally designated "Series D Preferred Stock" of the
Company's Preferred Stock, shall now be designated "Series D Convertible
Preferred Stock" of the Company's Preferred Stock, to be issued as the Board of
Directors may determine, shall have the following preferences, rights and
limitations in addition to those applicable generally to the preferred stock of
the Company:


1.    Number of Authorized Shares in Series. There shall be a total of 500,000
authorized shares of Series D Convertible Preferred Stock.

2.    Priority. The Series D Convertible Preferred Stock shall have a priority
ranking superior to the Common Stock of the Company and all other series of
Preferred Stock of the Company, except the Series A Convertible Preferred Stock
and the Series B Convertible Preferred Stock of the Company which shall have a
ranking superior to the Series D Convertible Preferred Stock, with respect to
payment of dividends and upon dissolution, liquidation and winding-up of the
Company.

3.    Dividends. Holders of shares of Series D Convertible Preferred Stock shall
be entitled to receive, when declared by the Board of Directors, out of funds
and assets of the Company legally available therefore, an annual cumulative
dividend (calculated on the basis of the redemption price of $10.00 per share of
Series D Convertible Preferred Stock) of five (5%) percent per annum, payable
quarterly on or before the fifteenth (15th) day of the month following each
calender quarter, to stockholders of record on the respective record dates
(which shall be the last day of the last month for the calender quarter period
just ended. Notwithstanding anything herein to the contrary, at the option of
the Company, the Company may pay such dividends in cash or in shares of Class A
Common Stock of the Company. If the dividends are to be paid in shares of Class
A Common Stock of the Company, such shares shall be valued for such purpose at
the average daily volume weighted NASDAQ closing price for ten (10) trading days
immediately preceding the close of each quarter. Dividends on each share of the
Series D Convertible Preferred Stock shall accrue and be cumulative from the
date of issue and shall be appropriately prorated with respect to the period
between such date of issue and the first dividend payment date. Accumulations of
unpaid dividends shall not bear interest.

      So long as any shares of Series D Convertible Preferred Stock are
outstanding, the Company shall not declare and pay or set apart for payment any
dividends or make any other distribution on the Common Stock and shall not
redeem, retire, purchase or otherwise acquire, any shares of Common Stock or
Preferred Stock ranking inferior to the Series D Convertible Preferred Stock,
unless at the time of making such declaration, payment, distribution,
redemption, retirement, purchase or acquisition dividends on all outstanding
shares of Series D Convertible Preferred Stock for all past quarterly dividend
periods shall have been paid or declared and sufficient funds set apart for the
payment thereof.

                                       1


4.    Conversion. Each share of Series D Convertible Preferred Stock shall be
convertible/converted into twenty (20) shares of Class A Common Stock of the
Company, subject to readjustment as provided herein below, without the payment
of any additional consideration by the holder thereof as follows:

      (a)     at the option of the holder thereof at any time, including up to
              the close of business on the redemption date with respect to any
              shares of Series D Convertible Preferred Stock called for
              redemption; or

      (b)     at the option of the Company on or after the date that the average
              daily volume weighted NASDAQ closing market price for the
              Company's Class A Common Stock for preceding ten (10) consecutive
              trading days equals or exceeds $0.75 per share. The notice of
              redemption shall be sent by certified mail to the holders of
              record of the Series D Convertible Preferred Stock to be converted
              at least ten (10) days prior to the date of conversion specified
              in such notice, addressed to each such holder at his address as it
              appears in the records of the Company.

      The holder of a share or shares of Series D Convertible Preferred Stock
may exercise the conversion right in subparagraph (a) above by delivering to the
Company during regular business hours, at the principal office of the Company,
or at such other places as may be designated by the Company, the certificate or
certificates for the shares to be converted, duly endorsed or assigned in blank
or to the Company (if required by it), accompanied in any event by written
notice stating that the holder elects to convert such shares and stating the
name or names (with address) in which the certificate or certificates for Class
A Common Stock are to be issued. Conversion shall be deemed to have been
effected on the date when such delivery is made, or in the case of conversion
pursuant to subparagraph (b) above on the date specified by the Company in its
notice of conversion, and such date is referred to herein as the "Conversion
Date". As promptly as practicable thereafter the Company shall issue and deliver
to or upon the written order of such holder, at such office or other place
designated by the Company, a certificate or certificates for the number of full
shares of Class A Common Stock to which he is entitled and a check in respect of
any fraction of shares provided below, as well as for the amount of any accrued
but unpaid dividends. The person in whose name the certificate or certificates
for Class A Common Stock are to be issued (that is the person designated if the
conversion is elective under subparagraph (a) above, or the holder of the
Series D Convertible Preferred Stock in the case of a conversion under
subparagraph (b) above) shall be deemed to have become a holder of Class A
Common Stock of record on the Conversion Date unless the transfer books of the
Company are closed on that date, in which event he shall be deemed to have
become a holder of Class A Common Stock of Record on the next succeeding date on
which the transfer books are open, but the conversion rate shall be that in
effect on the Conversion Date.

                                       2


      The issuance of Class A Common Stock on conversion of Series D Convertible
Preferred Stock shall be without charge to the converting holder of Series D
Convertible Preferred Stock for any fee, expense or tax in respect of the
issuance therefore, but the Company shall not be required to pay any fee,
expense or tax which may be payable with respect of any transfer involved in the
issuance and delivery of shares in any name other than that of the holder of
record on the books of the Company of the shares of Series D Convertible
Preferred Stock converted, and the Company shall not, in any such case, be
required to issue or deliver any certificate for shares of Class A Common Stock
unless and until the person requesting the issuance thereof shall have paid to
the Company the amount of such fee, expense or tax or shall have established to
the satisfaction of the Company that such fee, expense or tax has been paid.

      The number of shares of Class A Common Stock deliverable upon conversion
of each share of Series D Convertible Preferred Stock shall be subject to
adjustment from time to time upon the happening of certain events as follows:

      (i) Merger, Sale of Assets, Consolidation. If the Company at any time
shall consolidate with or merge into or sell or convey all or substantially all
its assets to any other entity, the Series D Convertible Preferred Stock shall
thereafter evidence the right to be converted into capital stock in such number
and kind of securities and property as would have been issuable or distributable
on account of such consolidation, merger, sale or conveyance upon or with
respect to the securities subject to the conversion or purchase right
immediately prior to such consolidation, merger, sale or conveyance. The
foregoing provision shall similarly apply to successive transactions of a
similar nature by any such successor or purchaser. Without limiting the
generality of the foregoing, the anti-dilution provisions of the Series D
Convertible Preferred Stock shall apply to such securities of such successor or
purchaser after any such consolidation, merger, sale or conveyance.

      (ii) Reclassification. If the Company at any time shall, by subdivision,
combination reclassification of securities or otherwise, change any of the
securities then purchasable upon the exercise of the conversion right associated
with the Series D Convertible Preferred Stock into the same or a different
number of securities of any class or classes, the Series D Convertible Preferred
Stock shall thereafter evidence the right to purchase such number and kind of
securities as would have been issuable as the result of such change with respect
to the securities which were subject to the conversion right immediately prior
to such subdivision, combination, reclassification or other change. If shares of
Class A Common Stock is subdivided or combined into a greater or smaller number
of shares of Class A Common Stock, the number of shares of Class A Common Stock
deliverable upon conversion of each share of Series D Convertible Preferred
Stock shall be proportionately reduced or increased, as appropriate, by the
ratio which the total number of shares of Class A Common Stock to be outstanding
immediately after such event bears to the total number of shares of Class A
Common Stock outstanding immediately prior to such event.

      Whenever any adjustment is required in the number of shares into which
each share of the Series D Convertible Preferred Stock is convertible, the
Company shall forthwith file a statement describing in reasonable detail the
adjustment and the method of calculation used at the office or agency maintained
for the purpose for conversion of the Series D Convertible Preferred Stock, and
shall mail a copy thereof the holders of the Series D Convertible Preferred
Stock.

                                       3


      The Company shall at all times keep available for issue and delivery the
full number of shares of Class A Common Stock into which all outstanding shares
of Series D Convertible Preferred Stock are convertible.

      No certificate for a fraction of a share of Class A Common Stock shall be
issued upon any conversion, but in lieu of any fractional share that would
otherwise be required to be issued in accordance with the foregoing provisions,
the Company shall make a cash payment for any such fractional share interest
based upon a value for such Class A Common Stock equal to the average NASDAQ
closing price for ten (10) trading days prior to the conversion date.

5.    Voting. The holders of shares of Series D Convertible Preferred Stock
shall be entitled to notice of any stockholders' meeting and to vote upon
matters submitted to shareholders for a vote, in the same manner and with the
same effect as the holders of shares of Class A Common Stock, voting together
with the holders of Class A Common Stock as a single class to the extent
permitted by law and except as stated below. Holders of Series D Convertible
Preferred Stock shall have that number of votes equal to the lesser of (i) the
number of shares of Class A Common Stock into which such preferred stock is
convertible, or (ii) that number which is equal to the purchase price per share
of Series D Convertible Preferred Stock paid by the shareholder to the Company
divided by the closing consolidated bid price of the Class A Common Stock on the
trading day immediately previous to the issuance of the shares of Series D
Convertible Preferred Stock, rounded down to the next whole number, as adjusted
from time to time pursuant to section 4 above.

      So long as any shares of the Series D Convertible Preferred Stock are
outstanding, the Company shall not, without the affirmative vote or written
consent of the holders of at least two thirds of the aggregate number of shares
at the time outstanding of the Series D Convertible Preferred Stock:

              (i) authorize, create or increase any class of capital stock
ranking equal or prior to the Series D Convertible Preferred Stock as to
dividends or upon liquidation, dissolution or winding-up; or

              (ii) alter or change any of the powers, preferences or special
rights given to the Series D Convertible Preferred Stock so as to affect the
same adversely.

6.    Redemption. The Company may redeem all or any part of the outstanding
Series D Convertible Preferred Stock at any time at the redemption price equal
to $10.00 per share of the Series D Convertible Preferred Stock to be redeemed,
plus accrued unpaid dividends, if any, provided that notice of redemption is
sent by certified mail to the holders of record of the Series D Convertible
Preferred Stock to be redeemed at least ten (10) days prior to the date of
redemption specified in such notice, addressed to each such holder at his
address as it appears in the records of the Company. In case of the redemption
of a part only of the Series D Convertible Preferred Stock, the shares of such
series to be redeemed shall be selected pro rata or in such other manner as the
Company may determine. The Company shall have full power and authority to
prescribed the manner in which and subject to the provisions and limitations
herein contained, the terms and conditions upon which such stock shall be
redeemed from time to time.

                                       4


      On or after the redemption date each holder of shares of Series D
Convertible Preferred Stock to be redeemed shall present and surrender his
certificate or certificates for such shares to the Company and thereupon the
redemption price of such shares shall be paid to or on the order of the person
whose name appears on such certificate or certificates as the owner thereof and
each surrendered certificate shall be canceled.  In case less than all of the
shares represented by any such certificates are redeemed, a new certificate
shall be issued representing the unredeemed shares.

      All rights arising under this Designation of Powers, Preferences, Rights
and Limitations, other than the right to receive the redemption price, shall
terminate upon the payment of good funds on or before the redemption date to the
holder of the applicable shares. The Company may also deposit the aggregate
redemption price payable with respect to the shares of Series D Preferred Stock
to be redeemed (or the portion thereof not already paid in the redemption of
such shares) (the "Redemption Deposit") with the Company's transfer agent or any
bank or trust company in the United States named in the notice of redemption.
Such deposits are to be payable in amounts as aforesaid to the respective orders
of the holders of record of the shares of Series D Convertible Preferred Stock
upon surrender of the certificates evidencing such shares as described above.
From and after the making of the Redemption Deposit, all rights of the holders
of the applicable shares arising under this Designation of Powers, Preferences,
Rights and Limitations shall terminate, other than the right to receive from
such transfer agent, bank or trust company, without interest, the moneys so
deposited with it, and such shares shall not thereafter be transferred (except
with the consent of the Company) on the books of the Company, and such shares
shall not be deemed to be outstanding for any purpose whatsoever.

7.    No Sinking Fund. The shares of the Series D Convertible Preferred Stock
shall not be entitled to benefit of any sinking or purchase fund to be applied
to the redemption or purchase of such stock.

8.    Liquidation. In the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Company, holders of Series D Convertible
Preferred Stock shall be entitled to be paid out of the assets of the Company
available for distribution to its stockholders before any payment shall be made
in respect of any class or series of stock which shall rank subordinate thereto
as to assets the fixed sum of $10.00 for each share of Series D Convertible
Preferred Stock held by them plus accrued and unpaid dividends, if any, thereon.

                                       5


      If upon any voluntary or involuntary liquidation, dissolution or
winding-up of the Company, the assets of the Company available for distribution
to its Series D Convertible Preferred Stock holders shall be insufficient to pay
the holders of Series D Convertible Preferred Stock the full amount to which
they are entitled hereunder, the holders of Series D Convertible Preferred Stock
shall share ratably in any distribution of assets according to the respective
amounts which would be payable in respect of the shares of Series D Convertible
Preferred Stock held by them upon such distribution if all amounts payable on or
with respect to such stock were paid in full. If upon any voluntary or
involuntary liquidation, dissolution or winding-up of the Company payments shall
have been made to the holders of the Series D Convertible Preferred Stock of the
full amount to which they shall respectively be entitled hereunder, such holders
shall not be entitled to any further participation in the distribution of the
remaining assets of the Company available for distribution to its stockholders.

      Neither the merger or consolidation of the Company into or with another
corporation nor the merger or consolidation of any other corporation into or
with the Company, nor the sale, transfer or lease of all or substantially all of
the assets of the Company, shall be deemed to be a voluntary or involuntary
liquidation, dissolution or winding-up of the Company.

9.    Redeemed Shares. Shares of the Series D Convertible Preferred Stock
redeemed or purchased by the Company shall have the status of authorized and
unissued shares of Series D Convertible Preferred Stock.

3401\059\Series D Description3