Exhibit 99.2

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

                                   DESIGNATED
                            SERIES D PREFERRED STOCK


         The series designated "Series D 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 Preferred Stock.

2. Priority. The Series D 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 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 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 Preferred
Stock) of fifteen (15%) percent per annum through December 31, 2009, and twenty
(20%) percent per annum thereafter, payable quarterly on or before the fifteen
(15th) day of the month following each calendar quarter, to stockholders of
record on the respective record dates (which shall be the last day of the last
month for the calendar quarter period just ended. Notwithstanding anything
herein to the contrary, in the event the Company does not timely pay the
dividend stated herein on the Series D Preferred Stock, the dividend rate shall
be automatically increased by five (5%) percent per annum until the dividend is
paid. Dividends on each share of the Series D 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 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 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 Preferred Stock for
all past quarterly dividend periods shall have been paid or declared sufficient
funds set apart for the payment thereof.


4. Voting. The holders of shares of Series D 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 Preferred Stock shall have seven votes per
share of Series D Preferred Stock owned.

         So long as any shares of the Series D 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 Preferred Stock:

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

5. Redemption. The Company may, at the option of the Board or Directors, redeem
all or any part of the outstanding Series D Preferred Stock at any time at the
redemption price equal to $10.00 per share of the Series D 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
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 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 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.

         On or after the redemption date each holder of shares of Series D
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 the 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 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 purchase whatsoever.

6. No Sinking Fund. The shares of the Series D 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.

7. Liquidation. In the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Company, holders of Series D 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 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 D Preferred Stock holders shall be insufficient to pay the holders
of Series D Preferred Stock the full amount to which they are entitled
hereunder, the holders of Series D 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 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 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.

8. Redeemed Shares. Shares of the Series D Preferred Stock redeemed or purchased
by the Company shall have the status of authorized and un-issued shares of
Series D Preferred Stock.