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

                                   DESIGNATED
                      SERIES A CONVERTIBLE PREFERRED STOCK


         The series designated "Series A 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 7,500,000
authorized shares of Series A Convertible Preferred Stock.

2. Priority. The Series A 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 B Convertible Preferred Stock
of the Company which shall have a ranking superior to the Series A 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 A 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 dividend
(calculated on the basis of the redemption price of $1.50 per share of Series A
Convertible Preferred Stock) of twelve (12%) percent per annum, payable
semi-annually on or before January 20th and July 20 for six-month period ended
December 31 and June 30, respectively, to stockholders of record on the
respective record dates (which shall be the tenth day of the last month for the
six-month period just ended. At the option of the Holder, any dividends on the
Series A Convertible Preferred Stock may be paid either in cash or in kind and
if paid in kind each share of Series A Convertible Preferred Stock to be
received shall be valued at $1.50 per share for purposes of such dividend
payment. No fractional shares shall be issued for dividends paid in kind and
such dividends to be paid to any shareholder shall be rounded up to the next
whole share of Series A Convertible Preferred Stock. Notwithstanding anything
herein to the contrary, in the event the Company is unable to declare a dividend
payable fully in cash and the Holders of seventy-five (75%) percent of all
outstanding shares of Series A Convertible Preferred Stock agree in writing,
then some or all of the dividend, as set forth in the agreement, shall be paid
to all holders of the Series A Convertible Preferred Stock in kind. Dividends on
each share of the Series A 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 A 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 A 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 A Convertible Preferred Stock for all past quarterly dividend
periods shall have been paid or declared and sufficient funds set apart for the
payment thereof.

4. Conversion. Each share of Series A Convertible Preferred Stock shall be
convertible into three (3) shares of Class A Common Stock of the Company
(adjusted to 1.2 shares of Class A Common Stock following the 5:2 reverse-split
of the Company's Class A Common Stock effective October 16, 2006), without the
payment of any additional consideration by the holder thereof and at the option
of the holder thereof, subject to readjustment as provided herein below. The
right to convert any shares of Series A Convertible Preferred Stock called for
redemption shall expire at the close of business on the redemption date thereof.

         The holder of a share or shares of Series A Convertible Preferred Stock
may exercise the conversion rights 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, 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. The person in whose name the certificate
or certificates for Class A Common Stock are to be issued 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.

         The issuance of Class A Common Stock on conversion of Series A
Convertible Preferred Stock shall be without charge to the converting holder of
Series A 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 A 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 A 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 A 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 A
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 A Convertible Preferred Stock into the same or a
different number of securities of any class or classes, the Series A 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 A 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 A 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 A Convertible Preferred Stock, and
shall mail a copy thereof the holders of the Series A Convertible Preferred
Stock.

         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 A 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 market price for ten (10) trading days prior to the conversion date.

5. Voting. The holders of shares of Series A 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. Holders of Series A Convertible Preferred Stock shall have that number of
votes equal to the number of shares of Class A Common Stock into which such
preferred stock is convertible, as adjusted from time to time pursuant to
section 4 above.

         So long as any shares of the Series A 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 A Convertible Preferred Stock:

                  (i) authorize, create or increase any class of capital stock
ranking equal or prior to the Series A 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 A Convertible Preferred Stock so as to affect the
same adversely.

6. Redemption. The Company may, at the option of the Board of Directors, redeem
all or any part of the outstanding Series A Convertible Preferred Stock at any
time after the occurrence of both (i) December 31, 2004, and (ii) the average
NASDAQ closing market price for the Company's Class A Common Stock for twenty
(20) consecutive trading days having a trading volume greater than 25,000 shares
equals or exceeds $2.00 per share, at the redemption price equal to $1.50 per
share of the Series A 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 A Convertible Preferred
Stock to be redeemed at least thirty (30) 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 A Convertible Preferred Stock, the shares of such series to be
redeemed shall be selected pro rata or by lot or in such other manner as the
Board of Directors may determine. The Board of Directors shall have full power

and authority to prescribe 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.

         On or after the redemption date each holder of shares of Series A
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 A
Convertible 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 A 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 A 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 A 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 $1.50 for each share of Series A Convertible
Preferred Stock held by them plus accrued and unpaid dividends, if any, thereon.

         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 A Convertible Preferred Stock holders shall be insufficient to pay
the holders of Series A Convertible Preferred Stock the full amount to which
they are entitled hereunder, the holders of Series A 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 A 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 A 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 A Convertible Preferred Stock redeemed
or purchased by the Company or surrendered to the Company on the conversion
thereof into shares of Class A Common Stock as herein above provided shall have
the status of authorized and unissued shares of Series A Convertible Preferred
Stock.