SCHEDULE 14A

                                 (RULE 14a-101)

             INFORMATION REQUIRED IN CONSENT SOLICITATION STATEMENT
                            SCHEDULE 14A INFORMATION

   Consent Solicitation Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No. 4)

Filed by the registrant   X

Filed by a party other than the registrant

Check the appropriate box:
 X   Preliminary consent solicitation statement.   Confidential, for use of the
                                                   Commission only (as permitted
     Definitive consent solicitation statement.    by Rule 14a-6(e)(2)).

     Definitive additional materials.

     Soliciting material under Rule14a-12.

                             PERFECTDATA CORPORATION
--------------------------------------------------------------------------------

                (Name of Registrant as Specified in Its Charter)
 ______________________________________________________________________________

    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (Check the appropriate box):

         No fee required.

      Fee computed on table below per Exchange Act Rules 14a-6 (i) (4) and 0-11.

        (1)      Title of each class of securities to which transaction applies:
_____________________________________________________________

        (2)      Aggregate number of securities to which transaction applies:
_____________________________________________________________

        (3)      Per unit price or other underlying value of transaction
completed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
_____________________________________________________________



        (4)      Proposed maximum aggregate value of transaction:
_____________________________________________________________

        (5)      Total fee paid:
_____________________________________________________________

X  Fee paid previously with preliminary materials.
____________________________________________________________________________

   Check box if any part of the fee is offset as provided  by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the form or schedule and the date of its filing.

(1)      Amount Previously Paid:




(2)      Form, Schedule or Registration Statement No.:





(3)      Filing Party:



(4)      Date Filed:







                                                             September    , 2004





  Dear PerfectData Shareholder:

         The Board of Directors is seeking  your  consent,  in lieu of holding a
meeting,  to (1)  consummating  the sale to Spray  Products  Corporation  of our
business   operations  and  (2)   reincorporating  our  Company  as  a  Delaware
corporation.

         Spray, which has been in recent years the major supplier to our Company
of  compressed  gas  dusters,  which  product  represented  more than 85% of our
Company's  sales  during the fiscal year which ended  March 31,  2004,  had been
acting,  since  November 1, 2003, as the manager for the  fulfillment  of orders
from  the  Company's  customers  and,  effective  June  1,  2004,  assumed  full
responsibility  for these customers.  The purchase price will be an amount equal
to the sum of the  value  of the  then  inventory,  the  amount  of  collectible
accounts receivable and $80,000, less the amount of trade payables being assumed
by Spray.  Our reasons for seeking your approval and further details relating to
the sale are set forth in the annexed Consent Solicitation Statement.

         Although this sale, when closed,  will leave us without any operations,
we  believe  that  our  Company  will  remain  an  attractive  candidate  for an
acquisition or merger.  Despite our efforts prior to our arrangements with Spray
to increase  revenues and decrease  expenses,  these operations had continued to
result in a loss,  thereby  reducing our cash  position,  which is our principal
asset. As a public company, having terminated the operations which only resulted
in losses,  with a strong cash position (i.e., in excess of $1,500,000) and with
improved stock market conditions  generally,  PerfectData  Corporation can still
consummate,  in our opinion,  a transaction with a private company with on-going
operations that will give a "new life" to our Company. We were disappointed that
the proposed  transaction  with SuperCom Ltd., an Israeli  company,  terminated,
but, for the reasons described in the annexed Consent Solicitation Statement, we
believe such termination to be in the best interests of our Company and you, our
shareholders.  We are now  actively  pursuing  the task of  obtaining a suitable
acquisition or merger partner.

         Almost every potential  acquisition or merger candidate to whom we have
spoken has requested that we reincorporate our Company so that it is governed by
the laws of Delaware and not those of California  as it currently  is.  SuperCom
even made this a condition  precedent to our closing a transaction  with it. Our
reasons for seeking your  approval of the  reincorporation  and a comparison  of
California  and Delaware law are set forth in the annexed  Consent  Solicitation
Statement.

         We are using the consent procedure in lieu of calling a meeting because
it is less  expensive  than  calling a meeting  and will enable us, once we have
secured your approval, to


PerfectData Shareholder
September    , 2004
Page 2 of 2


close with  Spray  sooner,  i.e.,  the day after we  receive  consents  from the
holders of at least 34.95% of our Company's  outstanding  shares, but not sooner
than ten days after we mail this letter to you. We already have received, or are
in the  process  of  receiving,  consents  aggregating  15.05% of our  Company's
outstanding  shares from  directors,  officers  and a trust for which the senior
partner of our counsel acts as Trustee to approval of  consummating  the sale to
Spray and the reincorporating our Company as a Delaware corporation.

         Please  execute  the  enclosed  consent  and return it  promptly to our
Transfer Agent in the enclosed self-addressed prepaid envelope. This will enable
us to close with Spray and  concentrate our efforts on seeking an acquisition or
merger candidate.  If you have any questions,  please do not hesitate to contact
us as provided in the annexed Consent Solicitation Statement.

                                            Sincerely yours,

                                            Harris A. Shapiro
                                            Chairman and Chief Executive Officer
                                            For the Board of Directors






                             PERFECTDATA CORPORATION
                          1445 East Los Angeles Avenue
                                    Suite 208
                              Simi Valley, CA 93065

                         CONSENT SOLICITATION STATEMENT

         This Consent Solicitation Statement is furnished in connection with the
solicitation  by the  Board of  Directors  of  PerfectData  Corporation,  or the
"Company,"  of consents  from the  Company's  shareholders  in lieu of holding a
meeting,  pursuant to Section 603 of the  California  General  Corporation  Law,
approving  (1) the  sale by the  Company  of its  business  operations  to Spray
Products  Corporation,  or  "Spray,"  on the  terms and  conditions  hereinafter
described in this Consent Solicitation  Statement and (2) the reincorporation of
the Company as a Delaware corporation. Your attention is directed to the section
"Terms of Sale" under the caption  "Proposed Sale  Transaction"  for information
relating to the terms and  conditions  of the proposed  sale to Spray and to the
caption "Authorize the Reincorporation of the Company as a Delaware Corporation"
for  information  relating  to  the  reincorporation   proposal.   This  Consent
Solicitation  Statement  and the enclosed form of consent are first being mailed
on or about  September  , 2004,  to  holders of record of the  Company's  Common
Stock,  no par  value  per  share,  or the  "Common  Stock,"  as of the close of
business on Friday,  September  3, 2004,  or the "Record  Date,"  which has been
fixed,  as  described  in  the  second   paragraph  under  the  caption  "Voting
Securities," as the record date for the  determination of the shareholders to be
solicited for consents to this proposal.

                               SUMMARY TERM SHEET

         For  a  more  complete   description  of  the  terms  of  the  proposed
transaction  with Spray  summarized  below,  your  attention  is directed to the
section "Terms of Sale" under the caption  "Proposed Sale  Transaction"  in this
consent solicitation  statement.  You may also read the asset purchase agreement
which is attached as Appendix A, a first amendment which is attached as Appendix
B, and a second  amendment  which is  attached  as  Exhibit  C, to this  consent
solicitation   statement.   To  facilitate   your  finding  such  more  detailed
description,  we have  indicated in this summary a reference to the page in this
consent  solicitation  statement,  as, for example, CSS p. 1, to the page in the
original  agreement  as,  for  example,  APA p. 1 and to the page in the  second
amendment, as, for example, Second Amendment to APA, p. 1.

---------------------------------- ---------------------------------------------
o Seller:                   PerfectData Corporation
--------------------------------------------------------------------------------

---------------------------------- ---------------------------------------------
o Buyer:                    Spray Products Corporation

---------------------------------- ---------------------------------------------
o Assets to be sold:        All inventory, certain books and records, goodwill,
                            accounts receivables, equipment and intellectual
                            property of the seller.[CSS p. 4; APA p. A-1 and
                            A-2; Second Amendment to APA, p. 1]

---------------------------------- ---------------------------------------------



o Purchase price:           The sum of the value of inventories, collectible
                            accounts receivables and $80,000, less the value of
                            the trade payables, all to be determined at the
                            closing.[CSS p. 4; APA p. A-2 and A-3]

---------------------------------- ---------------------------------------------
o Closing:                  The closing will occur on the earlier of (1) the day
                            following the day on which the seller receives
                            consents from shareholders holding a majority of its
                            outstanding shares of its common stock (but not
                            earlier than 10 days after this consent solicitation
                            statement is first sent to shareholders) or (2) the
                            third business day after the seller exercises its
                            put of the assets to the buyer on September 30,
                            2004.[CSS p. 6; APA p. A-7; Second Amendment to APA,
                            p. 2]

---------------------------------- ---------------------------------------------
o Pre-Closing Arrangement   Since November 1, 2003, the buyer had been acting as
                            the manager for the fulfillment of orders of the
                            seller's products.  As compensation for its services
                            the seller had been paying the buyer 7.5% of the
                            "net sales" (as such term is defined) of the
                            products sold.  The seller had been responsible for
                            all shipping and freight charges.  Effective June 1,
                            2004, the buyer assumed full responsibility for all
                            customers and, accordingly, is entitled to the full
                            economic benefit of any sale to a customer of the
                            seller in lieu of the foregoing fee.[CSS p. 6; APA
                            p. A-10; Second Amendment to APA, p. 2]

---------------------------------- ---------------------------------------------
o Termination:              In the event either party terminates the agreement
                            because of the other party's violation, or, if the
                            other party is unable to close, the other party
                            shall pay the terminating party $100,000.[CSS p. 6;
                            APA p. A-9 and A-10]

---------------------------------- ---------------------------------------------

                                VOTING SECURITIES

         On the Record Date,  6,209,530  shares of the Common Stock were issued,
outstanding  and entitled to consent.  There is no other class of capital  stock
currently  issued  and  outstanding  and,  accordingly,  no  other  class  to be
solicited  for  consents  to  the  sale  and  reincorporation   proposals.  Each
shareholder  of record is entitled to cast, in person or by proxy,  one vote for
each  share of the  Common  Stock  held by such  shareholder  as of the close of
business on the Record Date. This consent  solicitation  will become  effective,
and the sale and reincorporation  proposals approved,  when the Company receives
consents from the holders of shares of the Common Stock representing more than a
majority of the  outstanding  shares of the Common  Stock (i.e.,  consents  with
respect to at least 3,104,766  shares,  of which, as indicated in the succeeding
paragraph, consents as to 934,716 shares have already been received). California
law does not require that the Company  specify a date by which  consents must be
received;  however,  the Board has  directed  that  solicitation  of  additional
consents  cease if the  required  consents  have not been  received  by  Friday,
October 29, 2004.



         All of the directors and executive officers of the Company have already
given,  or are in the process of giving,  their consents to approval of the sale
and reincorporation  proposals with respect to an aggregate of 506,843 shares of
the Common Stock which they own. Receipt of consents on September 3, 2004 by the
Secretary  of the  Company  made that date the Record  Date  pursuant to Section
701(b)(2)  of the  California  General  Corporation  Law.  The  Company has also
received a consent from William B. Wachtel,  as Trustee of Digital  Trust,  with
respect  to  427,873  shares.  For  information  as to  this  shareholder,  your
attention  is  directed  to Note (3) to the table  under the  caption  "Security
Ownership of Certain Beneficial Owners and Management" elsewhere in this Consent
Solicitation Statement. The Company, accordingly, has received, or will receive,
consents  from an  aggregate of 934,716  shares,  or 15.05% of the shares of the
Common Stock outstanding as of the Record Date.

         As the Company previously publicly announced, the holders of a majority
of the then  outstanding  shares of the Common Stock had agreed,  pursuant to an
agreement  dated as of July  15,  2003,  or the  "Shareholders'  Agreement,"  to
authorize the Company to sell its inventory,  intellectual property and business
operations.  This agreement resulted from discussions held in June 2003 with two
major  shareholders  not affiliated  with  management,  which  discussions  were
initiated by them,  as to what actions the Company  should take,  regardless  of
whether or not the then proposed  merger  transaction  with  SuperCom,  Ltd., an
Israeli  company,  or  "SuperCom,"  was  consummated.  The  consensus  of  these
discussions  was  that  it was in the  best  interest  of the  Company  and  its
shareholders  to find a buyer  and to sell  the  Company's  current  operations.
Because  over  eight  months  had  elapsed   since  these   discussions,   which
contemplated  prompt  action being taken to  consummate a sale,  and because the
proposed  SuperCom  transaction  (which had as a condition  precedent to closing
sale  of  these   operations)   had   terminated,   the  Company  advised  these
non-management shareholders that the Company released them from their commitment
to consent, when requested,  which they had given in the Shareholders  Agreement
and that, accordingly,  these shareholders may now consent or not consent to the
sale proposal as to which the Board is seeking consents pursuant to this Consent
Solicitation  Statement.  While the Board believes that these major shareholders
may still  consent,  they are no longer  obligated to do so by the  Shareholders
Agreement.  The Shareholders Agreement related only to the sale proposal and not
the reincorporation proposal as well.

         Consents  will be  voted  as  indicated  in this  Consent  Solicitation
Statement  and the  enclosed  consent.  Shares  presented  by properly  executed
consents will be voted in accordance with any specifications  made therein.  You
may  revoke a  previously  given  consent  by  delivering  a  written  notice of
revocation  to the  Company  (Attention:  Irene  J.  Marino,  Secretary)  at its
principal  executive  office at any time prior to the  receipt by the Company of
consents  sufficient to approve either or both of the two proposals as described
in the third preceding paragraph.  The principal executive office of the Company
is located at the address in the heading to this Proxy Statement.

         The rules of the New York State  Exchange,  Inc.,  the  American  Stock
Exchange LLC and the National  Association  of Securities  Dealers,  Inc. do not
permit a member  firm of any such  entity  to  consent  to  adoption  of  either
proposal without specific  instructions to such effect from the beneficial owner
of the shares of the Common  Stock whom the member  firm  represents  of record.
Accordingly,  the Company urges you, if you are a beneficial  owner, to instruct
the



member firm which holds of record your shares of the Common  Stock to consent to
both  proposals as to which the Board is seeking your consent.  The Company also
urges you, if you are a  beneficial  owner whose  shares of the Common Stock are
held of record on the Record Date by an entity other than a member firm, to urge
such other entity to consent with respect to both proposals.

         If you desire to consent,  please  return the enclosed  consent to U.S.
Stock Transfer  Corporation,  as the Transfer Agent for the Common Stock, in the
enclosed  self-addressed  prepaid envelope. If you do not have such an envelope,
you can mail your consent to U.S.  Stock  Transfer  Corporation at 1745 Gardenia
Avenue, Suite 200, Glendale, CA 91204, Attention: Proxy Department.

         If you do not consent,  you shall have the right to receive payment for
your  shares  as a result  of  shareholders'  approval  of either or both of the
proposals.  Your  attention  is  directed to the  caption  "Dissenters'  Rights"
elsewhere in this Consent Solicitation Statement.

         Each of the  persons  who has served as a director  or as an  executive
officer of the Company since April 1, 2003 (i.e., the beginning of the last full
fiscal year of the Company) has no substantial interest,  direct or indirect, by
security  holdings or otherwise,  in either of the proposals as to which consent
is being solicited.

                            PROPOSED SALE TRANSACTION

Terms of Sale

         On  October  3,  2003,  the  Company  entered  into an  Asset  Purchase
Agreement, or the "APA," with Spray Products Corporation,  or Spray, pursuant to
which  the  Company  agreed  to sell to  Spray  (or  its  designated  affiliate)
substantially  all of the  operating  assets of the Company for a price equal to
the sum of the  value of the  inventory,  the  amount  of  collectible  accounts
receivable and $100,000,  less the amount of trade payables of the Company which
are being  assumed  by  Spray.  You may find  information  relating  to  Spray's
business  in  the  section  "Spray  Data"  under  this  caption  "Proposed  Sale
Transaction."  A copy  of the  APA is  attached  to  this  Consent  Solicitation
Statement as Appendix A, a First  Amendment dated as of February 26, 2004 to the
APA is attached as Appendix B and a Second Amendment dated as of August 12, 2004
to the APA is  attached  as  Appendix  C. We  recommend  that you read all.  The
Company is not  transferring  any of its cash or cash equivalents as part of the
transaction so that they will be an available asset in any acquisition or merger
discussion with a third party.  The operating  assets to be transferred to Spray
are the  Company's  inventories  of finished  goods,  raw  materials and work in
progress;  books and records,  including  customer and supplier  lists and other
data  relating  to  the  operating   business;   the  trade  name   "PerfectData
Corporation" and all other names used in the business;  the goodwill relating to
the  business;  accounts  receivable as to which the parties  agree;  all of the
Company's  machinery and equipment,  office  furniture,  computer  equipment and
supplies  (except what the Company is using in its new  office);  and all of the
Company's intellectual property rights.



         Because the Company's  largest  customer had threatened to seek another
supplier because of a supplier's offer of lower prices,  and because of the long
delay in closing the transaction,  thereby causing uncertainty for customers and
Spray, the Company and Spray had agreed in principle, and subsequently finalized
the agreement in writing by the Second Amendment dated as of August 12, 2004, to
the following  revisions to the APA: (1) effective  June 1, 2004,  Spray assumed
full  responsibility  for all of the  Company's  customers  in order to  prevent
possible losses of customer  business,  resulting in Spray receiving  thereafter
the full  economic  benefits of any sales to customers  of the Company;  (2) the
aforementioned  payment of $100,000 was reduced to $80,000;  and (3) the Company
may put the  assets  to  Spray  for the  purchase  price on the  earlier  of (a)
September 30, 2004 or (b) the Company receiving  shareholder consent to the sale
to Spray.  Section 1001(a) of the California  General  Corporation Law permits a
corporation to obtain shareholders' approval after the sale is consummated.

         Had the  Company  closed  with  Spray on March 31,  2004,  based on the
revision  described in the preceding  paragraph,  the Company  estimates that it
would have received $72,000 as the purchase price based on (1) $270,000 which is
the sum of (a)  $162,000  (collectible  accounts  receivable  of  $192,000  less
customer credits of $30,000),  $28,000 (inventory) and (c) $80,000 less $198,000
(trade payables).  Because the closing,  assuming  shareholder  consent will not
occur until the 11th day after this Consent Solicitation  Statement is mailed at
the earliest,  all of the  foregoing  amounts in  calculating  the precise price
except the $80,000 may fluctuate depending on the customer orders, shipments and
payments between March 31, 2004 and the closing date.  Accordingly,  the Company
may receive a purchase  price from Spray that is more or less than the estimated
$72,000 as of March 31, 2004.

         When the PerfectData  Board  authorized in September 2003 the execution
of the  APA,  the  Board  deemed  the  purchase  price  from  Spray  to be  fair
consideration for the assets because the Company had negotiated over a period of
months with  several  potential  purchasers  (which were  considered  the likely
candidates to purchase the business). Each of the potential purchaser candidates
indicated  that the only assets for which it would pay a  specified  amount were
the Company's  inventories of finished goods, raw materials and work in progress
and outstanding accounts  receivable,  each to be valued as of the closing date,
and that the prospective  purchaser would assume the Company's obligation to pay
accounts payable relating to operating the business which were outstanding as of
the closing  date.  None of the  prospective  purchasers  was willing to pay any
additional  specified amount for the other assets to be transferred as described
in the second preceding paragraph of this section. Accordingly, the negotiations
centered  on the amount  each  candidate  would be willing to pay the Company in
excess of the sum of the value of the inventory and accounts receivable less the
assumed accounts  payable.  The amounts offered to the Company ranged from a low
of $50,000 to a high of $125,000 and the offers came from two major customers of
the Company,  a competitor  which was  attempting  to lure away one of the major
customers  of the  Company  and  Spray,  its major  supplier.  The  Board,  when
authorizing  the APA, noted that Spray's then offer of $100,000 was  dollar-wise
consistent with the other offers.  In addition,  Spray was the major supplier to
the Company of compressed gas dusters,  which product  represented more than 85%
of the Company's sales.  Accordingly,  the Board believed that the sale to Spray
would be least  disruptive to its  customers  and the easiest to  implement.  In
addition, Spray assisted in persuading one major customer not to turn to another
supplier,  thereby continuing revenues for the Company, and also offered to hire
the Company's




Director of Business  Development (and subsequently did on November 1, 2003 when
it assumed  management of the  fulfillment of customer  orders).  The Board also
considered the threat of two major  customers to switch  suppliers and the other
reasons  described  below in the section  "Reasons for  Transaction"  under this
caption "Proposed Sale Transaction."

         Even with the reduction in the  determination  of the purchase price by
$20,000,  the Board  still  believes  the  purchase  price from Spray to be fair
consideration for the assets,  especially in view of the threat by the Company's
largest  customer  described  in the third  preceding  paragraph in this section
"Terms of Sale" under this caption  "Proposed Sale  Transaction"  to cease doing
business with the Company.

         Unless the Company  exercises its put as described  above in the fourth
preceding  paragraph,  the closing of the sale of the assets to Spray,  assuming
the  Company  receives  consents  from the holders of at least a majority of the
outstanding  shares on the Record  Date,  shall occur on the day  following  the
receipt of the last such  consent,  but not earlier than ten calendar days after
the mailing of this Consent  Solicitation  Statement to shareholders as required
by California  law. The APA originally  provided for a date not earlier than the
21st day, but the parties have  subsequently  agreed in the Second  Amendment to
the APA to the earlier date.

         In the event  either  party  terminates  the APA  because  of the other
party's violation  thereof,  or if the other party is unable to close, the other
party shall pay a break-up fee of $100,000 to the terminating party.

         A condition  precedent  under the APA to closing the  transaction  was,
prior to the Second  Amendment to the APA, that the Company  obtain the approval
of its shareholders,  which is the purpose of this consent solicitation.  If, on
the  other  hand,  as  permitted  by the  Second  Amendment  to the  APA and the
California statute, the put by the Company to Spray is exercised as of September
30,  2004,  a  closing  is held and  shareholders'  approval  is not  thereafter
obtained, the parties would be required to rescind the transaction.  However, in
view of  management's  discussions  with major  shareholders  in June  2003,  as
reported under the caption "Voting Securities," management does not believe that
recission  is likely to be  required.  Spray  has  agreed to take the  purchased
assets "as is" and all  warranties,  express or implied,  are excluded  from the
sale of assets. The APA contains standard representations and warranties by each
party,  covenants  and an agreement by each party to indemnify  the other if the
indemnifying  party's  representations and warranties are untrue or incorrect in
any material respect and if the  indemnifying  party fails to observe or perform
covenants or agreements, provided that the claims exceed $25,000.

Management Arrangement

         Since November 1, 2003, Spray had,  pursuant to the APA, been acting as
the  manager for the  fulfillment  of orders from the  Company's  customers.  As
compensation for Spray's  services,  Spray had been receiving a fee of 7 1/2% of
the Net Sales (as such term is defined), payable monthly. In the APA "Net Sales"
was defined as the gross invoice price of each product sold to a customer of the
Company less all commissions payable in connection with such sale and any rebate
given to the  customer in the ordinary  course of the  Company's  business.  The
Company



had been responsible for all shipping and freight charges.  Spray had, effective
April 1,  2004,  increased  its  charges to the  Company  for its  products.  As
indicated  in the second  paragraph  of the  section  "Terms of Sale" under this
caption "Proposed Sale Transaction," Spray has assumed,  effective June 1, 2004,
full  responsibility for all customers and accordingly,  is entitled to the full
economic  benefit  of any  sale  to a  customer  of the  Company  in lieu of the
foregoing fee.

Reasons for Transaction

         The Company's Board of Directors, after consultation with certain major
shareholders,  had elected in June 2003 to sell the operating business assets of
the Company  because,  despite  efforts by the Company  during the prior  fiscal
years which had  increased  revenues and reduced its  expenses,  the Company was
continuing to operate at a loss,  thereby  diluting its cash position,  which is
its  major  asset.  You may find  information  as to the  Company's  results  of
operations  during the fiscal  year ended  March 31,  2003 in Appendix E to this
Consent  Solicitation  Statement.  You  may  make  requests  for  the  financial
statements  relating to earlier  years by mail or  telephone to Irene J. Marino,
the Company's Vice President,  Finance, at the Company's address or phone number
listed in the section "Miscellaneous" under the caption "Contact Information."

         In making its decision to sell the Company's business  operations,  the
Board noted that the Company had received  offers to buy, and then operate,  the
Company's  operations,  that there were threats  from  certain of the  Company's
major  customers  that  they  were  considering   turning  to  other  suppliers,
especially in view of the  announcement as to the Company's then proposed merger
transaction  with SuperCom,  and that the Company's lease would (and did) expire
on June 30, 2003,  thereby  raising the question of whether a long-term  renewal
was feasible  under all the  circumstances.  The Board  concluded that a sale or
liquidation of the operating assets was in the best interests of the Company and
its shareholders even if no transaction with SuperCom or another  acquisition or
merger  entity was  effected.  SuperCom  had,  in any event,  made sale of these
operations a precondition to consummation of the Company's transaction with it.

         As  indicated  in  the  following   section  "Risk  if  Transaction  Is
Consummated"  under this caption  "Proposed Sale  Transaction," the Company does
not intend to dissolve or liquidate the Company following the sale. Accordingly,
there will be no dividend or distribution  paid to the  shareholders as a result
of the sale to Spray. Unless and until the Company consummates an acquisition or
merger  agreement  as  described  in such  section,  the  Company  will  have no
revenues.  It will,  however,  still be paying the costs of  remaining  a public
company and seeking such merger or acquisition candidate, so that its results of
operations will still show a loss.

Risk if Transaction Is Consummated

         As a result of the new  arrangement  with Spray effective June 1, 2004,
the Company has no operations and, accordingly,  will receive no revenues unless
and  until an  acquisition  is made as  provided  in the  succeeding  paragraph.
However, as a result of the initial management  arrangement with Spray effective
November 1, 2003 described in the section  "Management  Arrangement"  under this
caption "Proposed Sale Transaction," the Company has moved to smaller facilities
and substantially reduced its on-going overhead expenses.  Effective October 15,
2003,  the Company has been  leasing  office  space in Simi  Valley,  California
initially for six-month term, and



subsequently for an additional six-month term, at $950 per month. From June 1993
to June 20, 2003, the Company leased a 24,500 square-foot  building  constructed
in Simi Valley,  California  for the specific needs of the Company and continued
to use such space,  on a  month-to-month  basis,  until  October 31,  2003.  The
monthly rental,  net of sublease  income,  under the lease for such facility was
$8,504. In addition, the Company terminated four employees, so that it currently
employs four persons and will,  subsequent to consummation of the sale to Spray,
employ only three persons.  However,  despite these reductions in expenses, with
the Company  continuing to incur expenses to continue as a public company and to
seek a  suitable  merger or  acquisition  candidate,  both as  described  in the
succeeding  paragraph,  the Company  will  continue to operate at a loss without
revenues to offset these expenses.

         The Board does not intend to dissolve or  liquidate  the  Company,  but
instead, with the Company having cash or cash equivalents currently in excess of
$1,500,000,  the Board  intends to continue its search for a suitable  merger or
acquisition candidate.  The Company believes that, after the sale of assets, the
Company's  working  capital is  adequate to fund its cash  requirements  for its
fiscal year ending March 31, 2005. The directors believe that the Company,  with
no losing business operations,  with its continuing as a public company and with
the cash  position  described in the preceding  sentence,  remains an attractive
merger or acquisition  candidate,  especially if general stock market conditions
improve.  During  the past four  fiscal  years,  the  Company  had been  seeking
acquisitions which have not been related to its current business.  The Board was
of the opinion that  profitability  on a continuous  basis would not be achieved
absent an  acquisition  of a new  business or  businesses  and/or new  products.
However,   the  Board  cannot  determine  when  any  such  acquisition  will  be
consummated,  if at all.  During  recent  years,  three  potential  acquisitions
(including  SuperCom)  were  actively  pursued;   however,  all  terminated  for
different reasons and the Company incurred expenses in connection therewith. See
the following  section  "Terminated  Acquisitions"  under this caption "Proposed
Sale Transaction."

Terminated Acquisitions

         From  October  2001 to  February  2002,  the  Company  was  engaged  in
negotiations pursuant to which the shareholders of GraphCo  Technologies,  Inc.,
or GraphCo,  would acquire a majority  interest in, and control of the Board of,
the Company. GraphCo is a technologies, software and systems development company
providing  advanced  security  solutions  for biometric  identification,  secure
access,  surveillance  and  secure  law  enforcement  incident  management.  The
negotiations were mutually terminated on February 19, 2002.

         In August and September  2002, the Company was engaged in  negotiations
with another  privately-held  company,  with annual revenues  approximating $100
million,  pursuant to which the  stockholders  of that company  would  acquire a
majority  interest  in, and  control of the Board of, the  Company.  Just as the
parties  were  prepared  to execute a  definitive  merger  agreement,  the other
company   received  an  offer  from  another  very  large  public   company  and
negotiations were terminated during the weekend of September 20, 2002. The other
company was ultimately sold to another very large public company.

         On July 2, 2003,  the Company  entered  into an  Agreement  and Plan of
Merger and  Reorganization,  or the "Merger  Agreement," and related  agreements
with SuperCom, an Israeli





corporation,  culminating  the  negotiations  which  had  begun in  April  2003.
SuperCom  is engaged in the  research,  development  and  marketing  of advanced
technologies  and  products  for  government  secured ID projects and smart card
production  technology.  Its common  stock is  currently  traded on the Euronext
Brussels  New Market.  On October 24,  2003,  the Company  filed a  Registration
Statement on Form S-4, File No. 333-109933 (the  "Registration  Statement"),  in
order to make  available  a joint  proxy  statement  for use by the  Company and
SuperCom  to  solicit   approvals  of  the  transaction  from  their  respective
shareholders  and a  prospectus  for the  Company to offer  shares of the Common
Stock to the SuperCom shareholders if the proposed transaction were approved and
consummated. If the transaction had been consummated,  the SuperCom shareholders
would have received  approximately  78% of the  outstanding  shares,  subject to
adjustment  upward  depending  on the  Company's  Final Net  Available  Cash (as
defined)  at the  closing,  and  three of the five  directors  would  have  been
designees of SuperCom. When it became obvious to both parties that, in order for
the Registration Statement to become effective, SuperCom would, at a minimum, be
required to include audited financial statements for its fiscal year which ended
December 31, 2003,  thereby  further  delaying  closing of the transaction as to
which negotiations had begun in April 2003 and which the parties initially hoped
to close by October 2003, the Merger Agreement was terminated after  discussions
as  to   alternatives.   From  the  perspective  of  the  Company's   directors,
continuation  of the  transaction  would  have  required  the  Company  to incur
additional  expenses,  thereby  further  reducing  its Net  Available  Cash  and
resulting in further  dilution to its shareholders  absent SuperCom  agreeing to
change the dilution  formula,  and with no certainty as to when there would be a
closing.  The Company's directors also were concerned about certain developments
in SuperCom. SuperCom's subsequently reported results of operations confirmed to
the directors that these concerns were valid and, accordingly,  the desirability
to the Company of the agreement having been terminated.

Spray Data

         Spray is a  manufacturer  of  chemical  specialties,  as, for  example,
paints, varnishes,  lacquers,  enamels or allied products, and aerosol products.
Spray or its  predecessor  has provided  products  and  services to  automotive,
industrial  and  retail   customers  since  1922.   Spray  has  two  East  Coast
manufacturing  plants and a distribution  center located in Fresno,  California,
and has 25 employees (up to 37 in its peak season).  Spray's revenue in the last
fiscal year was over $15,000,000.

Regulatory Approvals

         Except for  compliance  with the  Securities  Exchange Act of 1934,  as
amended,  or the  "Exchange  Act,"  with  respect to this  Consent  Solicitation
Statement,  no federal or state  regulatory  approvals or other  compliances are
required or must be obtained in connection with the proposed sale.

Relationships

         The proposed  transaction with Spray was negotiated at arm's-length and
the Board is not aware of any relationships,  familial or otherwise, between the
Company,  its  directors,  its executive  officers or any of its  affiliates and
Spray.



Recommendation

         THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS CONSENT IN FAVOR OF
THE PROPOSAL TO SELL THE  OPERATING  ASSETS OF THE COMPANY TO SPRAY ON THE TERMS
AND CONDITIONS DESCRIBED IN THIS CONSENT SOLICITATION STATEMENT BY EXECUTING THE
ENCLOSED  FORM OF CONSENT,  CHECKING THE "FOR" BOX AND RETURNING THE SAME TO THE
COMPANY'S  TRANSFER  AGENT.  UNLESS A  CONTRARY  CHOICE IS  SPECIFIED,  A SIGNED
CONSENT  FORWARDED TO THE COMPANY WITH NO BOX CHECKED WILL BE VOTED FOR THE SALE
PROPOSAL.  A FAILURE TO RETURN THE  CONSENT  WILL HAVE THE SAME EFFECT AS A VOTE
AGAINST THE SALE.

                         PRO FORMA FINANCIAL STATEMENTS

Balance Sheet

         The balance sheet on the  succeeding  page sets forth the effect of the
sale of assets to Spray  assuming that the sale had closed on March 31, 2004. As
discussed in the first paragraph of the section "Term of Sale" under the caption
"Proposed Sale Transaction"  elsewhere in this Consent  Solicitation  Statement,
all but one of the items in calculating the purchase price for the sale to Spray
may fluctuate  depending on the customer orders,  shipments and payments between
March  31,  2004  and  the  actual  closing  date  for  the  Spray  transaction.
Accordingly,  although  this pro forma  balance  sheet has been  prepared on the
basis of assumptions  which the directors of the Company believe are reasonable,
the actual effects of the sale may differ  significantly from those reflected in
the Company's  balance sheet following the actual  closing.  You should read the
notes to this pro forma balance sheet where these assumptions are set forth.

Statements of Operations

         The Company has also prepared pro forma  statements  of operations  for
the fiscal years ended March 31, 2004 and 2003  setting  forth the effect of the
sale of assets to Spray  assuming the sale had closed on March 31,  2002,  i.e.,
prior to the commencement of these fiscal years.

         The selling,  general and administrative expenses, as adjusted, in each
period of the  Statements of Operations  reflect the reduced  rental charges for
the small  facility  which the  Company  has been able to  utilize  since  Spray
assumed  management of the fulfillment of customers' orders on November 1, 2003.
For additional information as to this reduction,  see the first paragraph in the
section "Risk If Transaction Is  Consummated"  under the caption  "Proposed Sale
Transaction"  elsewhere in this Consent Solicitation  Statement.  These adjusted
selling,  general and  administrative  expenses  also  reflect the  reduction in
personnel from eight to four, offset in part by the one-time  severance expenses
for the former employees  aggregating $49,000.  These adjusted selling,  general
and  administrative  expenses  also  reflect the  expenses  incurred  related to
seeking a suitable  acquisition or merger partner,  as reflected in the notes to
the Statements of Operations.  The Company cannot  anticipate  when and for what
length of time these  expenses  will be  incurred  in the future as the  Company
continues its search for a suitable merger or acquisition candidate.



                             PERFECTDATA CORPORATION

                       Balance Sheet as of March 31, 2004
                  (Amounts in thousands, except share amounts)

                                                                                                       
---------------------------------------------------------------- --------------------- --------------------- -----------------
                                                                 As Reported           Adjustments           Pro Forma
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Assets
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Current assets:
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
   Cash and cash equivalents                                          $ 1,903              $      72(1)         $ 1,975
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
   Accounts receivable, net                                               192                  (192)(2)               -
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
   Prepaid expenses and other current assets                               58                   (28)(3)              30
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------

---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
         Total current assets                                           2,153                     (148)           2,005
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------

---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Property, plant and equipment, at cost, net                                 -                     -                   -
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
                                                                      $ 2,153                $    (148)         $ 2,005
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------

---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Liabilities and Shareholders' Equity
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Current Liabilities:
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
   Accounts payable                                                  $    325                $ (198)(4)         $   127
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
   Accrued compensation                                                    35                     -                  35
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
   Other accrued expenses                                                 133                   (30)(5)             103
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------

---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
         Total current liabilities                                        493                     (228)             265
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------

---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Shareholders' equity
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
   Preferred Stock.  Authorized 2,000,000 shares; none issues
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
   Common Stock, no par value.  Authorized 10,000,000 shares;
   issued and outstanding 6,209,530 shares
                                                                       11,258                     -              11,258
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
   Accumulated deficit                                                 (9,598)                    80(6)          (9,518)
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------

---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Net shareholders' equity                                                1,660                     80               1,740
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
                                                                      $ 2,153                $    (148)          $ 2,005
---------------------------------------------------------------- --------------------- --------------------- -----------------


__________________

(1)This  adjustment  assumes  that the Company  netted  $72,000 from the sale to
   Spray.  For  information  as to how this  estimate  was  made,  see the third
   paragraph  in the section  "Terms of Sale" under the caption  "Proposed  Sale
   Transaction" elsewhere in this Consent Solicitation Statement.
(2)This adjustment assumes that these accounts receivable were sold to Spray. In
   actuality some may be collected by the company.
(3)This adjustment assumes that Spray purchased inventory in this amount.
(4)This  adjustment  assumes that Spray  assumed the  liability  for these trade
   payables.


(5)This  adjustment  represents  credits to be given to  customers  pursuant  to
   contractual  commitments,  generally  in the form of  rebates  for a customer
   meeting  designated volumes of purchases from the Company and occasionally as
   advertising allowances.
(6)This adjustment represents a fixed payment by spray pursuant to the APA.


                             PERFECTDATA CORPORATION

                             Statement of Operations
                        Fiscal Year Ended March 31, 2004
              (Amounts in thousands, except per share information)

                                                                                                        
---------------------------------------------------------------- --------------------- --------------------- -----------------
                                                                 As Reported           Adjustments           Pro Forma
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------

---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Net Sales                                                            $  2,680             $  (2,680)A        $         -
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Cost of goods sold                                                      1,777                (1,777)A                  -
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Gross profit                                                              903                  (903)                   -
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------

---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Selling, general, and administrative expenses                           1,477                  (544)                933B
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Income (loss) from operations                                            (574)                  359                (933)
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------

---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Other Income:
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Other net                                                                  17                      -                  17
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Net income (loss)                                                    $   (557)             $     359           $    (916)
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------

---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Net loss per common share:
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Basic and diluted                                                    $ (0.09)               $ 0.06           $   (0.15)
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------

---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Weighted average shares outstanding:
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Basic and diluted                                                       6,193                 6,193               6,193
---------------------------------------------------------------- --------------------- --------------------- -----------------


__________________
Notes:
(A)Removal of components of discontinued operations

(B)Includes an aggregate of $226,000 in expenses  relating to an aborted  merger
   transaction




                             PERFECTDATA CORPORATION

                             Statement of Operations
                        Fiscal Year Ended March 31, 2003
              (Amounts in thousands, except per share information)

                                                                                                        
---------------------------------------------------------------- --------------------- --------------------- -----------------
                                                                 As Reported           Adjustments           Pro Forma
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------

---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Net Sales                                                            $  2,005             $  (2,005)A        $         -
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Cost of goods sold                                                      1,326                (1,326)A                  -
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Gross profit                                                              679                  (679)                   -
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------

---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Selling, general, and administrative expenses                           1,358                  (690)                668B
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Income (loss) from operations                                            (679)                  (11)                (668)
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------

---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Other Income:
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Other net                                                                  37                      -                  37
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Net income (loss)                                                   $    (642)          $       (11)           $    (631)
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------

---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Basic and diluted                                                  $   (0.10)           $         -            $  (0.10)
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------

---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Weighted average shares outstanding:
---------------------------------------------------------------- --------------------- --------------------- -----------------
---------------------------------------------------------------- --------------------- --------------------- -----------------
Basic and diluted                                                       6,159                 6,159               6,159
---------------------------------------------------------------- --------------------- --------------------- -----------------


__________________
Notes:
(A)Removal of components of discontinued operations

(B)Includes an aggregate of $115,000 in expenses  relating to an aborted  merger
   transaction

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets  forth,  as of  the  Record  Date,  certain
information with respect to (1) any person known to the Company who beneficially
owned more than 5% of the Common Stock, (2) each director of the Company (3) the
Chief  Executive  Officer of the Company  and (4) all  directors  and  executive
officers as a group.  Each beneficial  owner who is a natural person has advised
the Company that he or she has sole voting and investment power as to the shares
of the Common  Stock,  except that,  until an option or a warrant is  exercised,
there is no voting right and except as noted in Note (2) to the table.



                                                                             

                                         Number of Shares                       Percentage of
Name and Address                         of Common Stock                        Common Stock
of Beneficial Owner                      Beneficially Owned                     Beneficially Owned(1)
Joseph Mazin                                     788,997 (2)                            12.71
c/o Flamemaster Corporation
11120 Sherman Way
Sun Valley, CA  91252

StarBiz Corporation                              537,997 (2)                            8.66
11120 Sherman Way
Sun Valley, CA 91252

William B. Wachtel,                              427,873                                6.89
Trustee of Digital Trust (3)
c/o Wachtel & Masyr, LLP
110 East 59th Street
New York, NY 10022

Harris A. Shapiro (4)                            317,832 (5)                            5.09
c/o PerfectData Corporation
1445 East Los Angeles Avenue
Simi Valley, CA  93065

Bryan Maizlish (6)                                27,588 (7)                            less than 1%
9705 Conestoga Way
Potomac, MD 20854

Timothy D. Morgan (6)                             28,788 (7)                            less than 1%
11734 Gladstone Circle
Fountain Valley, CA 92708

Tracie Savage (6)                                 37,888 (8)                            less than 1%
6212 Banner Avenue
Los Angeles, CA  90038

Corey P. Schlossmann (6)                         228,091 (7)                            3.66
19654-A Roscoe Blvd.
Northridge, CA 91324

All directors and officers as a group            644,753 (9)                            10.16


(6 in number)
(1)      The percentages  computed in the table are based upon 6,209,530  shares
         of the Common Stock which were  outstanding on the Record Date.  Effect
         is given,  pursuant to Rule 13-d(1)(i) under the Exchange Act to shares
         issuable upon the exercise of options or warrants currently exercisable
         or exercisable within 60 days of the Record Date.



(2)      The  shares of the  Common  Stock  reported  in the table  include  (a)
         537,997 shares owned by StarBiz  Corporation,  or "Star Biz," for which
         Mr.  Mazin  has  voting  power as the  President,  Chairman  and  Chief
         Executive  Officer  of  Star  Biz;  (b)  36,000  shares  owned  by  the
         Flamemaster  Corporation  Employees'  Profit Sharing Plan for which Mr.
         Mazin  is  the  fiduciary;  and  (c)  23,000  shares  owned  by  Altius
         Investment  Corporation,  or  "Altius,"  for which Mr. Mazin has shared
         voting power as Chairman of the Board of Altius.  Certain of the shares
         reported  in the  table are owned by Donna  Mazin,  his wife,  or as to
         which shares she shares dispositive and voting powers with Mr. Mazin.

(3)      William B. Wachtel as the Trustee of the Digital  Trust has,  under the
         trust  agreement,  sole voting and investment power with respect to the
         shares reported in the table. Harris A. Shapiro, currently the Chairman
         of the  Board,  the  Chief  Executive  Officer  and a  director  of the
         Company,  was the settler of the Digital Trust and made an  irrevocable
         grant to it of the assets  which the  Digital  Trust used to effect the
         purchase of the shares.  The beneficiaries of the Digital Trust are Mr.
         Shapiro's  children and  grandchildren  who survive  him,  although the
         Trustee, in his absolute discretion,  may pay or apply yearly income or
         the  principal  of the  Trust to any  beneficiary.  Because  he made an
         irrevocable grant and has no voting or investment power with respect to
         the  shares,  Mr.  Shapiro  is not the  beneficial  owner of the shares
         reported in the table as being owned of record by the Digital Trust and
         beneficially by the Trustee.

(4)      Mr. Shapiro is the Chairman of the Board,  the Chief Executive  Officer
         and a director of the Company.

(5)      The  shares of the  Common  Stock  reported  in the table  reflect  (a)
         284,500   shares   owned  by   Millennium   Capital   Corporation,   or
         "Millennium,"   for  which  Mr.  Shapiro  has  voting  power  as  its
         President;  (b) 6,666  shares  issuable  upon the exercise of an option
         expiring June 19, 2012 under the Company's  2000 Stock Option Plan (the
         "2000 Option Plan"); (c) 16,666 shares issuable upon the exercise of an
         option expiring  September 25, 2012 under the 2000 Option Plan; and (d)
         10,000  shares  issuable  upon the exercise by  Millennium of a warrant
         expiring March 30, 2005. The shares of the Common Stock reported in the
         table do not include (x) 3,334 shares issuable upon the exercise of the
         option described in (b); (y) 8,334 shares issuable upon the exercise of
         the option  described in (c); and (z) 25,000  shares  issuable upon the
         exercise of an option expiring June 9, 2014 under the 2000 Option Plan,
         none of which options was  exercisable  as to such shares on the Record
         Date or within 60 days thereafter.

(6)      A director of the Company.

(7)      The shares of the Common Stock  reported in the table include (a) 6,666
         shares  issuable upon the exercise of an option  expiring June 19, 2012
         under the 2000  Option  Plan and (b) 16,666  shares  issuable  upon the
         exercise  of an option  expiring  September  25,  2012 under the Option
         Plan.  The  shares of the  Common  Stock  reported  in the table do not
         include  (x) 3,334  shares  issuable  upon the  exercise  of the option
         described in (a); (y) 8,334  shares  issuable  upon the exercise of the
         option  described  in (b);  and (z)  25,000  shares  issuable  upon the
         exercise of an option expiring June 9, 2014 under the 2000 Option Plan,
         none of



         which options was  exercisable  as to such shares on the Record Date or
         within 60 days thereafter.

(8)      The shares of the Common Stock reported in the table include (a) 10,000
         shares  issuable upon the exercise of an option  expiring July 20, 2005
         under the Company's 1985 Stock Option Plan;  (b) 6,666 shares  issuable
         upon the  exercise of an option  expiring  June 19, 2012 under the 2000
         Option Plan;  and (c) 16,666  shares  issuable  upon the exercise of an
         option  expiring  September  25, 2012 under the 2000 Option  Plan.  The
         shares of the Common  Stock  reported  in the table do not  include (x)
         3,334 shares issuable upon the exercise of the option described in (b);
         (y) 8,334 shares issuable upon the exercise of the option  described in
         (c);  and (z) 25,000  shares  issuable  upon the  exercise of an option
         expiring June 9, 2014 under the 2000 Option Plan, none of which options
         was  exercisable as to such shares on the Record Date or within 60 days
         thereafter.

(9)      The shares of the Common Stock  reported in the table include (a) those
         shares  indicated  in the text to Notes 5, 7 and 8 and (b) 1,250 shares
         issuable  to an  executive  officer  upon  the  exercise  of an  option
         expiring October 30, 2011 under the 2000 Option Plan. The shares of the
         Common  Stock  reported in the table do not  include  (x) 1,250  shares
         issuable  upon the  exercise  of the  option  described  in (b) and (y)
         10,000 shares issuable to the same executive  officer upon the exercise
         of an option expiring June 9, 2014 under the 2000 Option Plan,  neither
         of which options was  exercisable  as to such shares on the Record Date
         or within 60 days thereafter.

                  AUTHORIZE THE REINCORPORATION OF THE COMPANY
                           AS A DELAWARE CORPORATION.

General

         The second  proposal as to which the Board of  Directors is seeking the
consent of the Company's shareholders is for them to approve the reincorporation
of the Company, which is currently a California  corporation,  under the laws of
the State of Delaware. This reincorporation,  if authorized by consents, will be
effected by merging the Company with and into  PerfectData  (Delaware)  Inc., or
PerfectData  Delaware,  a newly-formed  Delaware  corporation and a wholly-owned
subsidiary of the Company.  A copy of the  reincorporation  merger  agreement is
attached to this Consent Solicitation  Statement as Appendix G. You are urged to
read the  reincorporation  merger agreement carefully and in its entirety before
making a decision on the reincorporation proposal.

         PerfectData  Delaware will have the same  capitalization as the Company
except that its common  stock will have a par value of $0.01 per share while the
Company's Common Stock has no par value. The Board of Directors does not believe
that this change in par value will have any significant  effect on the Company's
shareholders.  A similar  change  would be made to the par value of the  "blank
check" preferred stock, as to which no shares are outstanding in the Company.



Reasons for Change

         Almost every  potential  acquisition  or merger  candidate to which the
Company  has  spoken  has   expressed  its   preference   that  the  Company  be
reincorporated  as a Delaware  corporation  for the  reasons  herein  discussed.
SuperCom made this  reincorporation a condition precedent to consummation of the
proposed transaction with it.

         If a merger or acquisition  proposal with a third party is consummated,
the principal  executive offices of the Company in Simi Valley,  California will
be closed,  with the principal executive offices of the third party becoming the
principal  executive  offices  of the  Company.  Accordingly,  following  such a
transaction, the Company's headquarters may no longer be located in the State of
California  and a reason for the Company  continuing to be subject to California
law will be eliminated.

         Even if no  transaction  with a  merger  or  acquisition  candidate  is
consummated,  the  transfer by the Company to Spray of its  business  operations
which had entirely been conducted from its  headquarters in California  makes it
less necessary to continue to have the headquarters located in that State.

         After a careful  review of the  differences  between  California law to
which the Company is currently  subject and  Delaware  law to which  PerfectData
Delaware is currently subject,  the Company's Board of Directors  concluded that
the  Company  should be  reincorporated  in the State of  Delaware.  Some of the
principal  differences which could materially affect the rights of a shareholder
are reviewed under the caption "Comparison of Rights of Holders of the Company's
and PerfectData  Delaware's Common Stock" immediately  following this caption in
this Consent Solicitation  Statement.  The Company's Board of Directors believes
that the General  Corporation  Law of the State of Delaware,  or the DGCL,  will
furnish the most flexibility to the Company's directors,  while at the same time
protecting the rights of the Company's shareholders.

         For many  years  the  State  of  Delaware  has  followed  a  policy  of
encouraging  incorporation in that State and has adopted  comprehensive,  modern
and flexible  corporate laws that are  periodically  updated and revised to meet
changing  business needs.  As a result,  many  corporations  have been initially
incorporated in Delaware or have  subsequently  reincorporated  in Delaware in a
manner similar to that proposed by the Company. Because of Delaware's prominence
as a state of  incorporation  for many  corporations,  the Delaware  courts have
developed  considerable  expertise  in  dealing  with  corporate  issues  and  a
substantial body of case law has developed construing the DGCL, and establishing
public  policies with respect to  corporations  incorporated  in Delaware.  As a
result, Delaware corporation law is comparatively well known and understood.  It
is anticipated that, as in the past,  Delaware corporate law will continue to be
interpreted and explained in a number of significant  court decisions.  You, our
shareholders  should be aware,  however,  that  Delaware  law has been  publicly
criticized on the grounds that it does not afford minority  stockholders all the
same  substantive  rights and protections that are available under the laws of a
number of other  states  (including  California)  and  that,  as a result of the
proposed reincorporation, your rights as shareholders will change in a number of
important respects, as discussed in the next paragraph and under the caption



"Comparison  of Rights of Holders of the  Company's and  PerfectData  Delaware's
Common Stock"  immediately  following this caption in this Consent  Solicitation
Statement.  The Company's Board of Directors believes that the advantages of the
reincorporation to the Company and you, our shareholders,  outweigh its possible
disadvantages.

         The Board of Directors believes that the reincorporation  will have the
following effects, among others, on your rights as a shareholder as you become a
stockholder of PerfectData Delaware:

     *    Your  cumulative  voting  rights as  shareholders  with respect to the
          election of directors will be eliminated, thereby limiting the ability
          of  minority  shareholders  to have  representation  on the  Board  of
          Directors.

     *    Section  203 of the  DGCL may make it more  difficult  for  interested
          stockholders  to acquire  PerfectData  Delaware in the  future,  while
          there is no comparable provision under California law.

     *    California   law  furnishes   certain   protections   for  you,  as  a
          shareholder,  on  mergers  or  other  forms  of  reorganization  which
          Delaware  laws  does  not.  As an  example,  California  law  requires
          shareholders'  approval with respect to a  reorganization  involving a
          corporation  issuing equity securities (common stock,  preferred stock
          or other  securities  convertible  into, or exercisable for, shares of
          common  stock)  in  exchange  for the  capital  stock or assets of the
          acquired  company,  while  Delaware  law does not require  stockholder
          approval for such a transaction.

     *    You,  as  a  stockholder  of  PerfectData  Delaware,   will  not  have
          dissenters'  or  appraisal  rights  with  respect  to a  sale  of  the
          Company's  assets not in the ordinary  course of its business (as, for
          example,  the  proposed  Spray  transaction)  or  with  respect  to  a
          reorganization,  other than a statutory merger,  as, for example,  the
          issuance or exchange of equity  securities  (common  stock,  preferred
          stock or other securities convertible into, or exercisable for, shares
          of the common  stock) for the capital  stock or assets of the acquired
          company.

     *    You,  individually  or  with  a  group  of  other  shareholders,  with
          specified percentage ownership of shares, will lose the absolute right
          to inspect the shareholders' list without showing a purpose reasonably
          related to your interest as a shareholder.

     *    Although the tests for paying dividends and repurchasing shares differ
          between  California  law on the one hand and Delaware law on the other
          hand,  this  issue will not be  meaningful  to you,  as a  PerfectData
          Delaware stockholder, because of the unlikelihood of cash dividends or
          repurchases of shares in the foreseeable future.



     *    You, as a  shareholder,  may currently  institute a derivative  action
          against the Company even if you are not a  shareholder  at the time of
          the transaction in question.

     *    You may institute a derivative  action  against  PerfectData  Delaware
          only  if,  at the  time of the  transaction  in  question,  you were a
          shareholder of the Company or a stockholder  of PerfectData  Delaware,
          whichever is applicable.

     *    You and other shareholders will lose the right to dissolve the Company
          if 50% of the  holders of voting  stock so demand even if the Board of
          Directors does not act.

The  principal  differences  between the rights of California  shareholders  and
Delaware  stockholders  are discussed in "Comparison of Rights of Holders of the
Company's and PerfectData  Delaware's  Common Stock." You are urged to read this
section of this Consent  Solicitation  Statement  carefully  and in its entirety
before making a decision on the reincorporation proposal.

Summary of Provisions of PerfectData Delaware's Charter Documents

         In addition to the changes in  shareholders'  rights  resulting  in the
change from California law to Delaware law, PerfectData  Delaware's  Certificate
of  Incorporation  and  Bylaws  contain  some  important  differences  from  the
Company's  Articles of  Incorporation  and Bylaws.  For a  description  of these
differences,  please see  "Description of the Company and PerfectData  Delaware
Capital  Stock"  and  "Comparison  of Rights of Holders of the  Company's  and
PerfectData   Delaware's  Common  Stock."  A  copy  of  PerfectData  Delaware's
Certificate of Incorporation is attached to this Consent Solicitation  Statement
as Appendix H, and a copy of PerfectData  Delaware's  Bylaws is attached to this
Consent  Solicitation  Statement  as  Appendix  I. You are  urged  to read  this
Certificate of  Incorporation  and Bylaws carefully and in their entirety before
making a decision on the reincorporation proposal.

Exchange of Stock Certificates

         If the  reincorporation is approved and implemented,  you will not have
to  exchange  your  certificates  evidencing  shares  of the  Common  Stock  for
certificates  evidencing shares of the PerfectData  Delaware common stock unless
and until you desire to sell or otherwise transfer the shares.

Recommendation

THE COMPANY'S BOARD OF DIRECTORS  RECOMMENDS THAT SHAREHOLDERS  CONSENT IN FAVOR
OF THE  PROPOSAL  TO  REINCORPORATE  THE  COMPANY  IN THE STATE OF  DELAWARE  BY
EXECUTING THE ENCLOSED FORM OF CONSENT, CHECKING THE "FOR" BOX AND RETURNING THE
SAME TO THE COMPANY'S TRANSFER AGENT.  UNLESS A CONTRARY CHOICE IS SPECIFIED,  A
SIGNED  CONSENT  FORWARDED  TO THE COMPANY WITH NO BOX CHECKED WILL BE VOTED FOR
APPROVAL OF



THE REINCORPORATION PROPOSAL. A FAILURE TO RETURN THE CONSENT WILL HAVE THE SAME
EFFECT AS A VOTE AGAINST THE REINCORPORATION.

                COMPARISON OF RIGHTS OF HOLDERS OF THE COMPANY'S
                     AND PERFECTDATA DELAWARE'S COMMON STOCK

         Upon the consummation of the reincorporation  merger, holders of shares
of the Common  Stock will  become  holders of the  PerfectData  Delaware  common
stock.  As a  result,  the  Company's  shareholders,  whose  current  rights  as
shareholders  are governed by California law, will become  PerfectData  Delaware
stockholders, and their rights as stockholders will be governed by Delaware law.
Similarly,  the holders of options or  warrants to acquire  shares of the Common
Stock will become holders of equivalent options or warrants to acquire shares of
the PerfectData Delaware common stock.

         The  statutes  and  court  decisions  with  respect  to the  rights  of
shareholders under California law and of stockholders under Delaware law contain
certain  differences.  In addition,  the Articles of Incorporation and Bylaws of
the Company differ in certain respects from the Certificate of Incorporation and
Bylaws of PerfectData  Delaware,  the Delaware corporation that will survive the
reincorporation.

         The  following  is an  explanation  of what the  Company,  based on the
advice  of  its  counsel,  Wachtel  &  Masyr,  LLP,  deems  to be  the  material
differences  among the rights of a shareholder under California law and those of
a  stockholder  under  Delaware law and as a  shareholder  under the Articles of
Incorporation  and the  Bylaws of the  Company  and as a  stockholder  under the
Certificate of Incorporation and Bylaws of PerfectData  Delaware.  The following
discussion  does  not  purport  to  constitute  a  detailed  comparison  of  the
provisions  of the  California  General  Corporation  Law, or the CGCL,  and the
Delaware  General  Corporate Law, or the DGCL. The  shareholders  of the Company
should refer to these statutes for a definitive  explanation of each statute. In
addition,  the  discussion  of  the  differences  in  rights  governed  by  each
respective  corporation's charter documents does not purport to be complete, and
the shareholders of the Company should refer to the respective charter documents
of each  corporation.  Copies of the  Company's  Articles of  Incorporation  and
Bylaws are available for  inspection at the principal  executive  offices of the
Company,  and copies will be sent to shareholders of the Company upon request. A
request  may be  made  to the  Company  as  described  in the  section  "Contact
Information"  under  the  caption  "Miscellaneous"  elsewhere  in  this  Consent
Solicitation Statement. A copy of the Certificate of Incorporation and Bylaws of
PerfectData  Delaware are attached as Appendices H and I, respectively,  to this
Consent Solicitation Statement.

Authorized Capital Stock

         The Company.  The  authorized  capital  stock of the Company  currently
consists of  10,000,000  shares of Common  Stock,  no par value,  and  2,000,000
shares of Preferred Stock, no par value.



         PerfectData  Delaware.  The  authorized  capital  stock of  PerfectData
Delaware  currently  consists of  10,000,000  shares of common  stock,  $.01 par
value, and 2,000,000 shares of preferred stock, $.01 par value.

Size of the Board of Directors

         The  Company.  Under  the  CGCL,  although  changes  to the  number  of
directors  must in general be approved by a majority of the  outstanding  voting
shares,  the board of directors  may fix the exact number of directors  within a
stated  range set forth in the  articles  of  incorporation  or bylaws,  if that
stated range has been approved by the shareholders. The Company's Bylaws provide
that the  number of  directors  shall  not be less than  three or more than five
until  changed by an amendment of the  Articles of  Incorporation  or by a bylaw
adopted by the Company's shareholders.

         PerfectData Delaware.  The DGCL permits the board of directors alone to
change  the  authorized  number  of  directors  or the  range of the  number  of
directors by amendment to the corporation's bylaws, unless the directors are not
authorized  to amend the  bylaws  or the  number  of  directors  is fixed in the
certificate of incorporation  (in which case a change to the number of directors
may be made only by an amendment to the certificate of incorporation approved by
the stockholders).  The PerfectData  Delaware  Certificate of Incorporation does
not prohibit the  directors  from amending the bylaws nor does it fix the number
of directors.  Accordingly,  the provision in the  PerfectData  Delaware  Bylaws
provides  that the range of the number of  directors  shall be between  five and
eight and the number  within  that range shall be fixed from time to time by the
board of directors.

Removal of Directors

         The  Company.  Under the CGCL,  any  director  or the  entire  board of
directors may be removed, with or without cause, with the approval of a majority
of the outstanding shares entitled to vote;  however, no individual director may
be removed  (unless  the entire  board is  removed)  if the number of votes cast
against such removal would be sufficient to elect the director under  cumulative
voting.  The  Company's  Articles of  Incorporation  and Bylaws do not contain a
provision governing the removal of directors, so the aforementioned provision of
the CGCL governs the removal of directors.

         PerfectData Delaware.  Under the DGCL, a director of a corporation that
does not have a  classified  board of  directors  or  cumulative  voting  may be
removed with or without cause with the approval of a majority of the outstanding
shares entitled to vote. In the case of a Delaware corporation having cumulative
voting,  if less than the entire  board is to be removed,  a director may not be
removed  without cause unless the shares voted against such removal would not be
sufficient to elect the director  under such  cumulative  voting  procedures.  A
director of a  corporation  with a classified  board of directors may be removed
only for cause, unless the certificate of incorporation provides otherwise.  The
PerfectData   Delaware   Certificate  of  Incorporation  does  not  provide  for
cumulative  voting or for a classified  board of  directors.  Consequently,  any
director of PerfectData Delaware may be removed from office at any time





with or without cause upon the affirmative  vote of the holders of a majority of
the then outstanding shares of voting stock.

Filling Vacancies on the Board of Directors

         The  Company.  Under the CGCL,  any vacancy on the board of  directors,
other than one created by removal of a  director,  may be filled by the board of
directors.  If the number of directors  is less than a quorum,  a vacancy may be
filled by the unanimous written consent of the remaining directors in office, or
the affirmative vote of a majority of the remaining directors at a meeting or by
a sole  remaining  director.  A vacancy  created by removal of a director may be
filled  by the  board of  directors  only if so  authorized  by a  corporation's
articles  of  incorporation  or  by  a  bylaw  approved  by  the   corporation's
shareholders.  The Company's  Bylaws,  which were approved by its  shareholders,
permit directors to fill vacancies created by the removal of a director.

         PerfectData  Delaware.  Under the  DGCL,  vacancies  and newly  created
directorships  may be filled by a majority of the directors then in office (even
though  less  than  a  quorum)  unless  otherwise  provided  in a  corporation's
certificate of incorporation or bylaws. The PerfectData  Delaware Certificate of
Incorporation  does not so  provide  and its  Bylaws  provide  that any  vacancy
resulting  from the  removal or  resignation  of a  director  may be filled by a
majority of the  directors  then in office (even though less than a quorum) even
if such  vacancy was created by removal of a director by the  stockholders.  The
stockholders may also fill such vacancy.

Cumulative Voting

         The Company.  Under the CGCL,  if any  shareholder  gives notice at the
meeting of his or her intention to cumulate votes for the election of directors,
any other shareholder of the corporation is also entitled to cumulate his or her
votes at such election  unless the corporation is a "listed  corporation"  (as
hereinafter  defined) and has a provision in its  articles of  incorporation  or
bylaws  that  eliminates  cumulative  voting.  A  "listed  corporation"  is  a
corporation whose shares are either (i) listed on the New York or American Stock
Exchanges or (ii)  designated for trading on the Nasdaq  National Market System.
The  Company's  Bylaws  permit  cumulative  voting and the Company is  currently
eligible  under the CGCL to eliminate  such voting  because it is not a "listed
corporation,"  but doing so would  require  shareholder  approval to change the
provision in the Company's Bylaws.

         PerfectData Delaware. Under the DGCL, cumulative voting in the election
of  directors  is  not  mandatory.   The  PerfectData  Delaware  Certificate  of
Incorporation and Bylaws do not provide for cumulative  voting. By approving the
reincorporation,  the Company's  shareholders will be eliminating the cumulative
voting rights which they  currently  have under the CGCL.  This  elimination  of
cumulative  voting  will limit the ability of  minority  shareholders  to obtain
representation on the PerfectData Delaware board of directors.



Classified Board of Directors

         The Company.  The CGCL prohibits a classified board of directors unless
the corporation is a "listed corporation" (as defined in the preceding section
"Cumulative   Voting").   Because  the  Company  is  currently  not  a  listed
corporation, it cannot currently have a classified board of directors.

         PerfectData  Delaware.  The  DGCL  permits,  but does  not  require,  a
classified  board of directors,  with  staggered  terms under which  one-half or
one-third  of the  directors  are  elected  for  terms  of two or  three  years,
respectively. This method of electing directors makes changes in the composition
of the board of  directors,  and thus a change in  control of a  corporation,  a
lengthier and more difficult process.  The PerfectData  Delaware  Certificate of
Incorporation and Bylaws do not provide for a classified board.

Voting Power

         The Company.  The CGCL permits a corporation to create series of shares
that are  entitled to cast more or less than one vote per share.  The  Company's
Articles of  Incorporation  states that each share of Company  capital stock has
the right to one vote at all meetings of shareholders.

         PerfectData  Delaware.   The  DGCL,  unless  otherwise  provided  in  a
corporation's  certificate of incorporation  or bylaws,  allows for one vote per
share of capital stock at all meetings of stockholders. The PerfectData Delaware
Certificate  of  Incorporation  states that each share of  PerfectData  Delaware
common stock has the right to one vote at all meetings of stockholders.

Power to Call Special Meeting of Shareholders

         The Company.  Under the CGCL, a special meeting of shareholders  may be
called by the board of directors,  the chairman of the board, the president, the
holders  of  shares  entitled  to cast  not less  than 10% of the  votes at such
meeting,  or  such  additional  persons  as are  authorized  by a  corporation's
articles of incorporation or bylaws. The Company's Bylaws provide that the board
of directors, the Chairman of the Board, the President, or the holders of shares
entitled  to cast not less than 10% of votes at such  meeting may call a special
meeting.

         PerfectData Delaware. Under the DGCL, a special meeting of stockholders
may be called by the board of directors or by any other person  authorized to do
so in the  corporation's  certificate of incorporation or bylaws.  The provision
governing special meeting of stockholders in the PerfectData  Delaware Bylaws is
similar to the current provision in the Company's Bylaws.

Action of Shareholders Without a Meeting

         The Company.  Under the CGCL, unless otherwise provided in the articles
of  incorporation,  any action  required to be taken or which may be taken at an
annual or special  meeting  may be taken  without a meeting  and  without  prior
notice if a written consent is signed by the holders of outstanding stock having
at least the minimum number of votes required to



authorize  the  action.  If  consent  is  sought  from  less  than  all  of  the
shareholders  entitled  to  vote,  the  corporation  must  give  notice  to  the
non-consenting shareholders.  The Company's Articles of Incorporation are silent
on this subject,  so the provisions of the CGCL as set forth herein govern.  The
Company Bylaws are consistent with the statutory provision.

         PerfectData  Delaware.  Under the DGCL, unless otherwise  provided in a
corporation's  certificate of incorporation,  any action required to be taken at
an  annual or  special  meeting  of a  corporation's  stockholders  may be taken
without a meeting if a resolution  in writing has been signed or consented to by
the holders of  outstanding  shares  having not less than the minimum  number of
votes that would be  necessary to authorize or take such action at a meeting and
notice  is  thereafter  given  to the  shareholders  who  did not  consent.  The
PerfectData  Delaware Certificate of Incorporation does not prohibit stockholder
actions without a meeting.

Amendment to Articles of Incorporation and Certificate of Incorporation

         The Company.  The CGCL  provides  that,  unless  otherwise  stated in a
corporation's  articles  of  incorporation,  an  amendment  to the  articles  of
incorporation  requires the approval of the corporation's board of directors and
the affirmative vote of a majority of the outstanding shares entitled to vote on
those shares.  Amendments to allow for stock splits,  unless the corporation has
more than one class of shares outstanding,  (including a proportionate  increase
in the authorized number of shares) do not require shareholder approval.  Unless
otherwise  provided  in the  articles of  incorporation,  any  provision  in the
articles of  incorporation  which  requires a greater vote than  required by law
cannot be amended or repealed except by the greater vote. The Company's Articles
of  Incorporation  are silent on this subject,  so the provisions of the CGCL as
set forth herein govern.

         PerfectData Delaware.  Under the DGCL, the certificate of incorporation
of a corporation  may be amended by resolution of the board of directors and the
affirmative  vote of the  holders of a  majority  of the  outstanding  shares of
voting stock then entitled to vote.  The DGCL also permits a corporation to make
provision in its certificate of incorporation  requiring a greater proportion of
the  voting  power to  approve a  specified  amendment.  PerfectData  Delaware's
Certificate of  Incorporation  does not contain a provision  requiring a greater
proportion of voting power to amend its Certificate of Incorporation.

Amendment to Bylaws

         The Company.  The CGCL provides that,  unless a corporation's  board of
directors is prohibited by the articles of incorporation, the bylaws, or Section
212 of the CGCL (relating to the number of directors),  a corporation's board of
directors or a majority of the  outstanding  shares entitled to vote may amend a
corporation's bylaws. The Company's Bylaws permit either the shareholders or the
Board to amend the Bylaws,  except  those  provisions  specifying  or changing a
fixed number of directors  or the maximum or minimum  number or changing  from a
fixed to a variable Board or vice versa. These provisions may only be amended by
the shareholders.



         PerfectData Delaware.  The DGCL provides that the power to adopt, amend
or repeal a corporation's  bylaws shall be held by the stockholders  entitled to
vote. A corporation may, in its certificate of incorporation, confer such powers
on the  board of  directors.  Under  the  PerfectData  Delaware  Certificate  of
Incorporation,   the  PerfectData  Delaware  Board  of  Directors  is  expressly
authorized to adopt, amend, alter or repeal the PerfectData Delaware Bylaws.

Statutory Anti-Takeover Protections

         The  Company.  The CGCL  contains  certain  limitations  on "cash  out
mergers"  and requires a fairness  opinion in situations in which an interested
party is involved in a business  combination as, for example,  a tender offer, a
merger  or  other  form of  reorganization  as  defined  in the  CGCL.  For more
information  as to  these  limitations,  see  the  following  section  "Required
Shareholder Votes in Connection with a Business Combination."

         PerfectData  Delaware.  The DGCL prohibits a Delaware  corporation from
engaging in a "business  combination"  with an "interested  stockholder" for
three  years   following  the  time  that  such  person  becomes  an  interested
stockholder.  With certain exceptions an interested stockholder is a person who,
or a group which, owns 15% or more of the corporation's outstanding voting stock
(including  any  rights  to  acquire  stock  pursuant  to  an  option,  warrant,
agreement,  arrangement or understanding,  or upon the exercise of conversion or
exchange  rights,  and stock with respect to which the person has voting  rights
only),  or is an affiliate or associate of the  corporation and was the owner of
15% or more of such voting stock at any time within the previous three years.

         For purposes of the DGCL, the term "business  combination" is defined
broadly to include mergers with or caused by the interested  stockholder,  sales
or other dispositions to the interested stockholder (except proportionately with
the  corporation's  other  stockholders)  of  assets  of  the  corporation  or a
subsidiary  equal  to  10%  or  more  of  the  aggregate  market  value  of  the
corporation's  consolidated  assets or its  outstanding  stock;  the issuance or
transfer by the  corporation or a subsidiary of stock of the corporation or such
subsidiary to the interested  stockholder  (except for transfers in a conversion
or exchange or a pro rata  distribution or certain other  transactions,  none of
which increase the interested stockholder's proportionate ownership of any class
or series of the  corporation's or such  subsidiary's  stock); or any receipt by
the interested stockholder (except  proportionately as a stockholder),  directly
or indirectly,  of any loans, advances,  guarantees,  pledges or other financial
benefits provided by or through the corporation or a subsidiary.

         The three-year  moratorium  imposed on business  combinations under the
DGCL does not apply if: (i) prior to the time at which such stockholder  becomes
an interested  stockholder  the board of directors  approves either the business
combination  or the  transaction  which  resulted  in  the  person  becoming  an
interested stockholder; (ii) the interested stockholder owns at least 85% of the
corporation's  voting stock upon consummation of the transaction which made him,
her or it an interested  stockholder  (excluding from the 85% calculation shares
owned by directors  who are also officers of the target  corporation  and shares
held  by  employee  stock  plans  which  do  not  permit   employees  to  decide
confidentially whether to accept a tender or exchange offer); or (iii)

on or after the time such person  becomes an interested  stockholder,  the board
approves  the  business  combination  and it is also  approved at a  stockholder
meeting by 66 2/3% of the voting stock not owned by the interested stockholder.

         A Delaware  corporation may elect not to be governed by this section of
the  DGCL  by a  provision  in  its  certificate  of  incorporation  or  Bylaws.
PerfectData  Delaware  does not intend to make such  election;  therefore,  this
section of the DGCL will apply to PerfectData Delaware.

Required Shareholder Votes in Connection with a Business Combination

         The Company.  The CGCL  requires  that the holders of a majority of the
voting power of the  outstanding  shares of stock of both  acquiring  and target
corporations  entitled  to vote  approve  statutory  mergers  or other  forms of
reorganization,  which term includes the issuance of equity  securities  for the
stock or assets of the acquired  corporation.  The CGCL  contains a exception to
its  voting   requirements  for   reorganizations   where  shareholders  or  the
corporation  itself, or both,  immediately prior to the reorganization  will own
immediately after the  reorganization  equity securities  constituting more than
five-sixths of the voting power of the surviving or acquiring corporation or its
parent entity. The CGCL also requires that a sale of all or substantially all of
the assets of a corporation be approved by a majority of the outstanding  voting
shares of the corporation transferring such assets. With certain exceptions, the
CGCL also requires that  mergers,  reorganizations,  certain sales of assets and
similar  transactions  be  approved  by a majority  vote of each class of shares
outstanding.  The CGCL also requires that holders of nonredeemable  common stock
receive  nonredeemable  common  stock in a merger  of the  corporation  with the
holder of more than 50% but less than 90% of such common stock or its  affiliate
unless all of the holders of such common stock consent to the transaction.  This
provision of the CGCL may have the effect of making a  "cash-out"  merger by a
majority shareholder more difficult to accomplish.

         The CGCL also provides that,  except in certain  circumstances,  when a
tender offer or a proposal for a reorganization  or for a sale of assets is made
by an interested party (generally, a controlling or managing party of the target
corporation),  an  affirmative  opinion  in writing  as to the  fairness  of the
consideration to be paid to the shareholders  must be delivered to shareholders.
This fairness opinion requirement does not apply to a corporation which does not
have shares held of record by at least 100 persons,  or to a  transaction  which
has been qualified under California state  securities  laws.  Furthermore,  if a
tender of shares or vote is sought  pursuant to an interested  party's  proposal
and a later  proposal  is made by  another  party at least ten days prior to the
date of acceptance of the interested party proposal,  the  shareholders  must be
informed of the later offer and be afforded a reasonable opportunity to withdraw
any vote, consent or proxy, or to withdraw any tendered shares.

         The CGCL also requires that the holders of all shares of the same class
be treated equally in a merger transaction unless
all holders of that class of shares consent to the disparate treatment.

         The Company's  Articles of  Incorporation  do not contain any provision
regarding the shareholder vote in connection with a business combination, so the
provisions of the CGCL described above would govern.




         PerfectData Delaware.  The DGCL requires that the holders of a majority
of the voting power of the  outstanding  shares of stock of both  acquiring  and
target  corporations  entitled to vote approve statutory mergers.  The DGCL does
not require  stockholder  approval for the exchange of equity securities for the
stock or assets of the acquired  company.  The DGCL  contains a exception to its
voting  requirements for  reorganizations  where shareholders or the corporation
itself, or both,  immediately prior to the  reorganization  will own immediately
after the  reorganization  equity  securities  constituting more than 90% of the
voting power of the surviving or acquiring corporation or its parent entity.

         The DGCL requires that a sale of all or substantially all of the assets
of a corporation be approved by a majority of the  outstanding  voting shares of
the corporation transferring such assets.

         The  DGCL  does  not  require  a  stockholder  vote  of  the  surviving
corporation  in a merger  (unless  the  corporation  provides  otherwise  in its
certificate of  incorporation)  if (i) the agreement and plan of merger does not
amend the existing  certificate of incorporation of such surviving  corporation,
(ii) each share of the surviving corporation outstanding before the merger is an
identical  outstanding or treasury share after the merger,  and (iii) the number
of shares  to be issued by the  surviving  corporation  in the  merger  does not
exceed 20% of the shares outstanding immediately prior to the merger.

         The  PerfectData   Delaware  of  Incorporation  will  not  contain  any
provision   regarding  the  stockholder  vote  in  connection  with  a  business
combination, so the provisions of the DGCL described above shall govern.

         Although  the laws of  California  and  Delaware  may be  similar as to
whether the holders of voting stock of the surviving corporation have to vote on
a merger,  the CGCL gives certain  protections  to  shareholders  on mergers and
certain other  transactions.  To that extent,  a shareholder  of the Company may
lose certain rights as the result of the reincorporation, including the right to
vote on an acquisition where equity securities (common stock, preferred stock or
other securities  convertible  into, or exercisable for, shares of common stock)
of  PerfectData  Delaware  are  issued  for the  capital  stock or assets of the
acquired company.

Related-Party Transactions

         The Company. Under the CGCL, certain contracts or transactions in which
one or more of a corporation's directors has or have an interest are not void or
voidable solely because of such interest provided that certain conditions,  such
as obtaining the required approval and fulfilling the requirements of good faith
and full disclosure,  are met. Under the CGCL (i) either the shareholders or the
board of directors  must  approve any such  contract or  transaction  after full
disclosure  of the  material  facts  and,  in the  case of board  approval,  the
contract or transaction must also be "just and reasonable" to the corporation,
or (ii) the contract or transaction  must have been just and reasonable or fair,
as applicable,  to the  corporation  at the time it was approved.  In the latter
case, the CGCL explicitly places the burden of proof on the interested director.
Under the CGCL, if shareholder  approval is sought,  the interested  director is
not  entitled to vote his shares at a  shareholder  meeting  with respect to any
action regarding such



contract  or  transaction.   If  board  approval  is  sought,  the  contract  or
transaction  must be approved by a majority  vote of a quorum of the  directors,
without  counting the vote of any interested  directors  (except that interested
directors may be counted for purposes of establishing a quorum).

         PerfectData Delaware. Under the DGCL, certain contracts or transactions
in which one or more of a  corporation's  directors has an interest are not void
or voidable  solely because of such interest  provided that certain  conditions,
such as obtaining the required  approval and fulfilling the requirements of good
faith and full disclosure,  are met. Under the DGCL, (i) either the shareholders
or the board of directors  must approve any such contract or  transaction  after
full  disclosure of the material facts and, in the case of board  approval,  the
contract or transaction  must also be "fair" to the  corporation,  or (ii) the
contract  or  transaction  must  have  been  just and  reasonable  or  fair,  as
applicable,  to the corporation at the time it was approved.  Under the DGCL, if
board  approval is sought,  the  contract or  transaction  must be approved by a
majority of the  disinterested  directors (even though less than a majority of a
quorum).

         Therefore,  certain  transactions that the Company's board of directors
might not be able to approve because of the number of interested  directors,  or
the exclusion of interested director shares,  could be approved by a majority of
the  disinterested  directors  of  PerfectData  Delaware,  although  less than a
majority  of a quorum,  or by a majority of all voting  shares,  which might not
include a majority of the disinterested shares. The Company's board of directors
is not aware of any plans to propose any transaction  involving directors of the
Company which could not be so approved  under the CGCL, but could be so approved
under the DGCL.

Indemnification and Limitation of Liability

         The Company.  The CGCL permits  indemnification of expenses incurred in
derivative  or  third-party  actions,  except  that with  respect to  derivative
actions (i) no indemnification  may be made without court approval when a person
is adjudged  liable to the  corporation in the performance of that person's duty
to the corporation  and its  shareholders,  unless a court  determines that such
person is entitled to indemnity for expenses,  and then such indemnification may
be  made  only  to the  extent  that  the  court  so  determines,  and  (ii)  no
indemnification may be made without court approval in respect of amounts paid or
expenses incurred in settling or otherwise  disposing of a threatened or pending
action or in respect of amounts  incurred in defending a pending action which is
settled or otherwise disposed of without court approval.

         Indemnification  is  permitted  by the CGCL only for acts taken in good
faith  and  believed  to be in the best  interests  of the  corporation  and its
shareholders,  as determined by a majority vote of a disinterested quorum of the
directors,  independent  legal counsel (if a quorum of independent  directors is
not  obtainable),  a majority  vote of a quorum of the  shareholders  (excluding
shares owned by the indemnified  party),  or the court handling the action.  The
CGCL requires  indemnification when the individual has successfully defended the
action on the merits.

         California  corporations may include in their articles of incorporation
a provision  which  extends  the scope of  indemnification  through  agreements,
bylaws or other corporate action beyond that which is specifically authorized by
statute.



The Company's Articles of Incorporation  include such a provision.  As a result,
the Company has followed the  practice of executing  indemnification  agreements
with its directors and officers.

         The  CGCL  also  permits  a  corporation  to adopt a  provision  in its
articles  of  incorporation  eliminating  the  liability  of a  director  to the
corporation  or  its  shareholders  for  monetary  damages  for  breach  of  the
director's  fiduciary  duty of care.  The  Company's  Articles of  Incorporation
eliminate  the  liability  of  directors  to the Company to the  fullest  extent
permissible under the CGCL, as such law exists currently or as it may be amended
in the future.  The CGCL does not permit the  elimination of monetary  liability
where such liability is based on: (i) acts or omissions that involve intentional
misconduct  or a knowing and culpable  violation of law;  (ii) acts or omissions
that a director believes to be contrary to the best interests of the corporation
or its  shareholders,  or that  involve the absence of good faith on the part of
the  director;  (iii)  receipt of an  improper  personal  benefit;  (iv) acts or
omissions  that  show  reckless   disregard  for  the  director's  duty  to  the
corporation or its  shareholders,  where the director in the ordinary  course of
performing a director's  duties  should be aware of a risk of serious  injury to
the  corporation or its  shareholders;  (v) acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the corporation and its shareholders; (vi) interested party transactions
between  the  corporation  and a  director  in which a  director  has a material
financial  interest;  or (vii)  liability for improper  distributions,  loans or
guarantees.

         PerfectData  Delaware.  The DGCL generally permits  indemnification  of
expenses (including  attorneys' fees) incurred in the defense or settlement of a
derivative  or  third-party  action,  provided  there  is a  determination  by a
majority vote of the  disinterested  directors (even though less than a quorum),
by  independent  legal  counsel  or by  stockholders  that  the  person  seeking
indemnification acted in good faith and in a manner reasonably believed to be in
or not opposed to the best interests of the corporation. Without court approval,
however,  no indemnification  may be made in respect of any derivative action in
which  such  person is  adjudged  liable for  negligence  or  misconduct  in the
performance  of his or her  duty to the  corporation.  The  DGCL  also  requires
indemnification   of  expenses  when  the  individual   being   indemnified  has
successfully defended the action on the merits or otherwise.

         A provision  of the DGCL states  that the  indemnification  provided by
statute  shall not be deemed  exclusive  of any other  rights  under any  bylaw,
agreement,  vote of stockholders or disinterested  directors or otherwise.  As a
result, the DGCL permits the indemnification  agreements such as those presently
in effect  between the Company and its  officers and  directors,  and which such
agreements  will be assumed  by  PerfectData  Delaware  upon  completion  of the
reincorporation.

         The PerfectData  Delaware  Certificate of Incorporation  eliminates the
liability of directors to the fullest extent permissible under the DGCL, as such
law exists currently or as it may be amended in the future. Under the DGCL, such
a provision  may not eliminate or limit  director  monetary  liability  for: (i)
breaches  of  the  director's   duty  of  loyalty  to  the  corporation  or  its
stockholders;  (ii) acts or omissions not in good faith or involving intentional
misconduct or knowing violations of law; (iii) the payment of unlawful dividends
or unlawful stock repurchases or redemptions;  or (iv) transactions in which the
director received an improper  personal benefit.  Such a limitation of liability
provision also may not limit a director's liability for violation of, or




otherwise  relieve  PerfectData  Delaware or its directors from the necessity of
complying with,  federal or state  securities laws or affect the availability of
non-monetary remedies such as injunctive relief or rescission.

         Although  there are the  differences  noted above among  California and
Delaware  statutory  provisions with respect to  indemnification,  the Company's
Board of  Directors,  based on the advice of the  Company's  counsel,  Wachtel &
Masyr,  LLP,  does not  believe  that  they are so  material  as to  dissuade  a
shareholder of the Company from consenting to the  reincorporation.  PerfectData
Delaware  will  assume  the  obligations  of the  Company to the  directors  and
officers under their existing indemnification agreements.

Dividends and Repurchases of Shares

         The  Company.   Under  the  CGCL,  a  corporation   may  not  make  any
distribution  (including  dividends,  whether  in cash or  other  property,  and
repurchases of its shares),  unless either the  corporation's  retained earnings
immediately prior to the proposed distribution equal or exceed the amount of the
proposed  distribution or, immediately after giving effect to such distribution,
the  corporation's  assets  (exclusive  of  goodwill,  capitalized  research and
development  expenses  and  deferred  charges)  would be at least equal to 1 1/4
times its liabilities (not including  deferred taxes,  deferred income and other
deferred credits),  and the corporation's current assets would be at least equal
to its current liabilities (or 11/4 times its current liabilities if the average
earnings  before taxes on income and before  interest  expense for the preceding
two fiscal  years were less than the average  interest  expense for such years).
Under the CGCL,  there are exceptions to the foregoing  rules for repurchases of
shares in  connection  with  certain  rescission  actions or pursuant to certain
employee stock plans.  The Company's  Articles of  Incorporation do not have any
provision  relating to the payment of dividends or the repurchase of shares,  so
the provision of the CGCL shall govern.

         PerfectData Delaware. The DGCL permits a corporation to declare and pay
dividends out of surplus or, if there is no surplus,  out of net profits for the
fiscal year in which the dividend is declared  and/or for the  preceding  fiscal
year  as  long  as the  amount  of  capital  of the  corporation  following  the
declaration and payment of the dividend is not less than the aggregate amount of
the  capital  represented  by the issued and  outstanding  stock of all  classes
having a preference  upon the  distribution  of assets.  In  addition,  the DGCL
generally  provides that a corporation  may redeem or repurchase its shares only
if  such  redemption  or  repurchase   would  not  impair  the  capital  of  the
corporation.  PerfectData  Delaware's Certificate of Incorporation will not have
any provision  relating to the payment of dividends or the repurchase of shares,
so the provision of the DGCL shall govern.

         Although  the CGCL  provisions  relating  to payment of  dividends  and
repurchase of shares may differ from those of Delaware,  the Company's  Board of
Directors  does not  believe  that  PerfectData  Delaware  will likely be paying
dividends  or  repurchasing  shares under the DGCL that it would be forbidden to
pay or repurchase under the CGCL.



Shareholder Derivative Suits

         The Company. The CGCL provides that a shareholder bringing a derivative
action on behalf of a corporation  need not have been a shareholder  at the time
of the  transaction  in question,  provided that certain tests are met. The CGCL
also provides that the corporation or the defendant in a derivative  action suit
may make a motion to the court for an order requiring the plaintiff  shareholder
to furnish a security bond. The Company's  Articles of Incorporation do not have
any provision  relating to  derivative  actions,  so the  provisions of the CGCL
shall govern.

         PerfectData Delaware. A derivative action may be brought in Delaware by
a stockholder  of a  corporation.  The DGCL provides that the person must allege
that he was a  stockholder  at the  time  when the  transaction  took  place.  A
stockholder  may  not  sue   derivatively   without  first  demanding  that  the
corporation  bring suit, which demand has been refused,  unless it is shown that
such demand would have been futile.  The PerfectData  Delaware of  Incorporation
will not contain any provision relating to derivative actions, so the provisions
of the DGCL shall govern.

         A  shareholder  of the  Company,  accordingly,  will  lose the right to
institute a derivative  action  against  PerfectData  Delaware with respect to a
transaction which occurred prior to his, her or it becoming a stockholder of the
PerfectData Delaware or its predecessor, i.e., the Company.

Dissenters' or Appraisal Rights

         The  Company.   Under  the  CGCL,  a   shareholder   of  a  corporation
participating  in certain  major  corporation  transactions  may,  under varying
circumstances,  be  entitled  to  dissenters'  rights  pursuant  to  which  such
shareholder  may receive cash in the amount of the fair market value of his, her
or its shares in lieu of the consideration he, she or it would otherwise receive
in the transaction.

         Shareholders of a California  corporation  whose shares are listed on a
national  securities  exchange or on the Nasdaq National Market System generally
do not have such  dissenters'  rights  unless the  holders of at least 5% of the
class of outstanding shares claim the right or unless the corporation or any law
restricts  the  transfer of such  shares.  Dissenters'  rights are  unavailable,
however,  if the  shareholders  of a corporation or the corporation  itself,  or
both,  immediately  prior to the  reorganization  will own immediately after the
reorganization  equity  securities  constituting  more than  five-sixths  of the
voting power of the surviving or acquiring  corporation or its parent entity. In
general, the CGCL affords dissenters' rights in sale of assets  reorganizations.
The Company's shareholders have dissenters' rights as provided in the CGCL.

         PerfectData  Delaware.  Under the DGCL, a shareholder  of a corporation
participating  in certain  major  corporation  transactions  may,  under varying
circumstances,   be  entitled  to  appraisal   rights  pursuant  to  which  such
shareholder  may receive cash in the amount of the fair market value of his, her
or its shares in lieu of the consideration he, she or it would otherwise receive
in the  transaction.  Under the DGCL,  unless the  certificate of  incorporation
otherwise provides,  such appraisal rights are not available (i) with respect to
the sale,  lease or  exchange  of all or  substantially  all of the  assets of a
corporation, (ii) with respect to a merger or consolidation by a corporation the
shares of which are either listed on a national  securities exchange or are held
of




record by more than 2,000  holders if such  stockholders  receive only shares of
the surviving  corporation or shares of any other  corporation  which are either
listed on a national  securities  exchange  or held of record by more than 2,000
holders,  plus cash in lieu of fractional shares or any combination  thereof, or
(iii) to  stockholders  of a  corporation  surviving  a merger if no vote of the
stockholders  of the  surviving  corporation  is  required to approve the merger
because the agreement and plan of merger does not amend the existing certificate
of incorporation,  each share of the surviving corporation  outstanding prior to
the merger is an identical  outstanding or treasury share after the merger,  and
the  number of shares to be issued  in the  merger  does not  exceed  20% of the
shares of the surviving corporation  outstanding immediately prior to the merger
and if certain other conditions are met. The PerfectData Delaware Certificate of
Incorporation is silent with respect to appraisal rights, so that the provisions
of the DGCL govern.

         With  respect to a  statutory  merger,  the  reincorporation  would not
materially affect the dissenters' rights of the Company's shareholders. However,
in the  case  of a  reorganization  other  than a  statutory  merger  which  the
stockholders  will not have to approve in PerfectData  Delaware (see the section
"Required  Shareholder  Votes in Connection with a Business  Combination"  under
this caption  "Comparison of Rights of Holders of the Company's and  PerfectData
Delaware's  Common  Stock"),  or in the  case  of a sale  of  assets  not in the
ordinary course of business,  a shareholder of the Company will lose his, her or
its right to dissent that the  shareholder  would have had in the Company  under
the  CGCL.  Thus,  were  the  Company  currently  a  Delaware  corporation,  its
shareholders would not have dissenters' rights with respect to the proposed sale
to Spray.

Dissolution

         The Company.  Under the CGCL,  shareholders  holding 50% or more of the
total voting power may authorize a  corporation's  dissolution,  with or without
the approval of the corporation's board of directors,  and this right may not be
modified by the articles of incorporation.

         PerfectData  Delaware.  Under the DGCL,  unless the board of  directors
approves  the  proposal  to  dissolve,  the  dissolution  must  be  approved  by
stockholders holding 100% of the total voting power of the corporation.  Only if
the dissolution of a Delaware corporation is initiated by the board of directors
may it be approved by a simple majority of the  corporation's  stockholders.  In
the event of such a  board-initiated  dissolution,  the DGCL  allows a  Delaware
corporation  to include in its  certificate  of  incorporation  a  supermajority
voting  requirement in connection with  dissolutions.  The PerfectData  Delaware
Certificate of Incorporation  contains no such supermajority voting requirement,
and a majority of shares  voting at a meeting at which a quorum is present would
be  sufficient  to  approve a  dissolution  of  PerfectData  Delaware  which had
previously been approved by its board of directors.

         Accordingly,  except for the loss of the right of the holders of 50% or
more of the voting power in a California corporation to vote for its dissolution
where the board of directors has not so authorized the  dissolution,  there will
be no change for the Company's shareholders as a result of the reincorporation.



         In addition to the changes in  shareholders'  rights  resulting  in the
reincorporation,  the proposed PerfectData Delaware Certificate of Incorporation
and Bylaws  contain  some  important  differences  from the Company  Articles of
Incorporation  and Bylaws.  For a description of these  differences,  please see
"Description of the Company and PerfectData  Delaware Capital Stock." A copy of
the  PerfectData  Delaware  Certificate  of  Incorporation  is  attached to this
Consent  Solicitation  Statement  as Appendix  H, and a copy of the  PerfectData
Delaware Bylaws is attached to this Consent  Solicitation  Statement as Appendix
I. You are urged to read the Certificate of  Incorporation  and Bylaws carefully
and in their entirety before making a decision on the reincorporation.

                         DESCRIPTION OF THE COMPANY AND
                       PERFECTDATA DELAWARE CAPITAL STOCK

         The following  summary of the current  terms of the  Company's  capital
stock  and the terms of  PerfectData  Delaware's  capital  stock to be in effect
after the  completion  of the  reincorporation  describes  every  term which the
Company,  based on the  advice  of its  counsel,  Wachtel  & Masyr,  LLP,  deems
material to a shareholder.  For a complete  description  you should refer to the
Company's  Articles  of  Incorporation  and  Bylaws and  PerfectData  Delaware's
Certificate of  Incorporation  and Bylaws.  Copies of the Company's  Articles of
Incorporation  and Bylaws will be sent to holders of shares of the Common  Stock
upon  request.  A request may be made to the Company as described in the section
"Contact Information" under the caption "Miscellaneous" elsewhere in the Consent
Solicitation   Statement.   Copies  of  PerfectData  Delaware's  Certificate  of
Incorporation and Bylaws are attached to this Consent Solicitation  Statement as
Appendix H and Appendix I,  respectively.  Except for the  difference in the par
value,  which the Company believes will not adversely affect  shareholders,  the
capital stock of the Company and PerfectData Delaware are similar.

The Company

         Authorized  Capital  Stock.  The  Company's  authorized  capital  stock
consists  of  10,000,000  shares of Common  Stock,  no par value per share,  and
2,000,000 shares of "blank check" Preferred Stock, no par value per share.

         Common Stock.  Subject to the rights of holders of Preferred  Stock, if
any,  holders of shares of the Common Stock are  entitled to share  equally on a
per share basis in such  dividends  as may be declared by the Board of Directors
out of funds  legally  available  therefor.  There are presently no plans to pay
dividends  with respect to the shares of the Common  Stock.  Upon the  Company's
liquidation,  dissolution  or winding up,  after  payment of  creditors  and the
holders of any of its senior securities,  including Preferred Stock, if any, the
Company's assets will be divided pro rata on a per share basis among the holders
of the  shares of the  Common  Stock.  The  Common  Stock is not  subject to any
liability  for  further  assessments.  There are no  conversions  or  redemption
privileges nor any sinking fund  provisions with respect to the Common Stock and
the Common Stock is not subject to call.  The holders of the Common Stock do not
have any pre-emptive or other subscription rights.



         Holders of shares of the Common Stock are entitled to cast one vote for
each  share  held  at all  shareholders'  meetings  for  all  purposes.  If at a
shareholder meeting, a shareholder elects to vote his or her shares cumulatively
for  directors,  other  shareholders  may  also  do so.  All of the  issued  and
outstanding   shares  of  common  stock  are  fully  paid,  validly  issued  and
non-assessable.

         Preferred Stock. The Company's certificate of incorporation  authorizes
2,000,000 shares of "blank check"  Preferred Stock. The Board of Directors has
the authority,  without further action by the holders of the outstanding  shares
of the Common Stock, to issue shares of Preferred Stock from time to time in one
or more classes or series, to fix the number of shares constituting any class or
series and the stated value thereof, if different from the par value, and to fix
the terms of any such  series  or class,  including  dividend  rights,  dividend
rates,  conversion  or  exchange  rights,  voting  rights,  rights  and terms of
redemption  (including  sinking fund  provisions),  the redemption price and the
liquidation preference of such class or series.

PerfectData Delaware

         Following  the  reincorporation  transaction,   PerfectData  Delaware's
authorized  capital  stock will consist of  10,000,000  shares of common  stock,
$0.01 par value per share,  and 2,000,000  shares of "blank  check"  preferred
stock, par value $.01 per share.

         Authorized Capital Stock. Subject to the rights of holders of preferred
stock, if any,  holders of shares of the  PerfectData  Delaware common stock are
entitled  to share  equally  on a per share  basis in such  dividends  as may be
declared by the  PerfectData  Delaware  board of directors  out of funds legally
available  therefor.  There are presently no plans to pay dividends with respect
to the shares of  PerfectData  Delaware  common stock.  Until an  acquisition or
merger  candidate is selected and the transaction is  consummated,  the Board of
Directors  can  only  speculate  if a  dividend  would  be paid by the  combined
companies.  Upon PerfectData Delaware's liquidation,  dissolution or winding up,
after  payment of  creditors  and the  holders of any of its senior  securities,
including preferred stock, if any, PerfectData Delaware's assets will be divided
pro rata on a per share  basis  among the  holders  of the  shares of its common
stock. The PerfectData Delaware common stock is not subject to any liability for
further  assessments.  There are no conversion or redemption  privileges nor any
sinking fund provisions with respect to the common stock and the common stock is
not subject to call. The holders of common stock do not have any  pre-emptive or
other subscription rights.

         Holders  of shares of common  stock are  entitled  to cast one vote for
each share held at all  stockholders'  meetings for all purposes,  including the
election of directors. The common stock does not have cumulative voting rights.

         All of the  issued  and  outstanding  shares of common  stock are fully
paid, validly issued and non-assessable.

         Preferred Stock.  PerfectData  Delaware's  certificate of incorporation
authorizes  2,000,000 shares of "blank check" preferred stock. The PerfectData
Delaware  board of directors has the  authority,  without  further action by the
holders of the outstanding common stock, to issue shares of preferred stock from
time to time in one or more classes or series, to fix



the  number of shares  constituting  any class or series  and the  stated  value
thereof,  if  different  from the par  value,  and to fix the  terms of any such
series or class,  including  dividend  rights,  dividend  rates,  conversion  or
exchange  rights,  voting  rights,  rights  and terms of  redemption  (including
sinking fund provisions), the redemption price and the liquidation preference of
such class or series.

                               DISSENTERS' RIGHTS

         A shareholder of the Company shall have a right to receive  payment for
his, her or its shares of the Common Stock if (1) the shareholders  approve,  by
consents,  either or both of the two proposals as to which consent is requested,
i.e.,  the proposed sale to Spray by the Company of its business  operations and
the  proposed  reincorporation,  (2)  the  shareholder  dissents  in the  manner
described  under this  caption  and (3) the  Company  does not  abandon the sale
and/or the reincorporation, whichever is or are applicable.

         Under the California General  Corporation Law, any holder of the Common
Stock has the right to  dissent  as to either  proposal  and to be paid the fair
market  value for his,  her or its shares of the Common  Stock.  The fair market
value will be  determined  as of the day before  the first  announcement  of the
proposed sale  transaction (a press release was issued on October 8, 2003).  The
last  reported  sale price of the Common  Stock on October 7, 2003 was $1.05 per
share; however, the quoted market price is not necessarily deemed to be the fair
market value for purposes of dissenters'  rights. In making such  determination,
the Company,  the dissenting  shareholders  and, if  applicable,  a court are to
exclude any  appreciation or depreciation to the fair market value of the shares
as a consequence of the proposed sale to Spray of its business operations or the
then pending  SuperCom  transaction.  An  adjustment  will be made for any stock
split,  reverse  stock  split or share  dividend  thereafter  affected.  No such
transaction is currently contemplated.

         If such  shareholder is not able to reach an agreement with the Company
as to the fair market value of his, her or its shares of the Common Stock,  such
shareholder  has the  right  to have the fair  market  value of his,  her or its
shares of the Common Stock judicially determined, and paid to the shareholder in
cash,  together with interest in some  instances,  provided that the shareholder
fully  complies  with  the  provisions  of  Sections  1300  through  1312 of the
California  General  Corporation  Law. A copy of these provisions is attached to
this Consent Solicitation Statement as Appendix D.

         Making  sure  that a  shareholder  actually  perfects  his,  her or its
dissenters'  rights can be  complicated.  The procedural  rules are specific and
must be followed  precisely.  Failure to comply with the  procedure  may cause a
termination or waiver of the dissenters'  rights.  The following  information is
intended  as a  brief  summary  of the  material  provisions  of  the  statutory
procedures  a  shareholder  must  follow  in order to  perfect  his,  her or its
dissenters'  rights.  Shareholders  who or which  desire to dissent are urged to
review  Appendix D for the  complete  procedure.  The Company  will not give the
dissenting  shareholder  any notice  other  than as  described  in this  Consent
Solicitation  Statement and as required by the  California  General  Corporation
Law.



         If you are a  shareholder  and you wish to  exercise  your  dissenters'
rights,  you must satisfy the provisions of the California  General  Corporation
Law attached as Appendix D which require the following:

         You must refrain from  consenting  to the proposed sale to Spray and/or
the proposed reincorporation.  You may dissent as to either or as to both of the
proposals  as to  which  your  consent  is being  sought.  You must not vote (by
consent)  any of your shares of the Common Stock for approval of the proposal or
proposals as to which you wish to dissent. If you consent with respect to any of
your shares of the Common  Stock in favor of that  proposal or  proposals,  this
will  terminate  your right to dissent.  Your signing and  returning the consent
with a check of the Against or Abstain box or boxes,  or your  failure to return
the consent, are both equivalent to a vote against for the purpose of preserving
your dissenters' rights.

         Written notice from the Company: Within ten days after the consents are
given to approve either or both of the proposals,  the Company must give written
notice  to you and  each  other  shareholder  who has  fully  complied  with the
conditions of the California  General  Corporation Law stating its determination
as to the fair market value of the dissenting  shares,  forwarding copies of the
relevant  dissenters' rights sections of the California General  Corporation Law
and briefly describing the procedures which the dissenting shareholder must then
follow  if the  dissenting  shareholder  desires  to  exercise  his,  her or its
dissenters'  rights. This constitutes an offer by the Company to pay that amount
in full satisfaction of the dissenters' rights.

         You must file a written  notice of  intention  to demand to be paid the
fair  market  value of your  shares:  You must  deliver to the Company a written
notice of  intention  to demand to be paid the fair market  value of your shares
within 30 days from the date of the notice  from the  Company  described  in the
preceding subsection.  Your failure to make such demand within the 30-day period
results in the loss of your dissenters' right to be paid.

         In your  written  notice of demand  you must state the number of shares
held of record as to which you request  purchase by the Company.  You may accept
the  Company's  offer as to its  determination  of the fair market value of your
shares.  If you do, the Company will pay you within 30 days of your  acceptance.
If you do not accept the Company's offer, you, as a dissenting shareholder, must
state what you claim to be the fair market value of the dissenting  shares as of
the day preceding the first announcement of the proposed sale transaction.  This
statement of fair market value constitutes an offer by you to sell the shares at
such  price.  Your  written  notice  should also  specify  your name and mailing
address.

         A written  notice  of  intention  to demand to be paid the fair  market
value of your shares of the Common  Stock is only  effective if it is signed by,
or for, the shareholder of record who owns such shares at the time the demand is
made. The demand must be signed as the shareholder's  name appears on the Common
Stock certificates(s).  If you are the beneficial owner of the Common Stock, but
not the  shareholder of record,  you must have the  shareholder of record sign a
written  notice of  intention to demand to be paid the fair market value of your
shares.



         If you own the Common Stock in a fiduciary capacity, such as a trustee,
guardian  or  custodian,  you must  disclose  the fact that you are  signing the
notice of intention to demand to be paid the fair market value of your shares in
that capacity.

         If you own the  Common  Stock with more than one  person,  such as in a
joint  tenancy or a tenancy in common,  all the owners must sign, or have signed
for them by an  authorized  agent,  the notice of intention to demand to be paid
the fair market value of your shares. An authorized  agent,  which could include
one or more of the joint  owners,  may sign the notice of intention to demand to
be paid the fair  market  value of your  shares  for a  shareholder  of  record;
however,  the agent must expressly disclose who the shareholder of record is and
that the agent is signing the demand as that  shareholder's  agent. If you are a
record owner, such as a broker-dealer, which holds the Common Stock as a nominee
for others,  you may  exercise a right to be paid the fair market  value of your
shares with respect to the shares held for one or more beneficial owners,  while
not  exercising  such right for other  beneficial  owners.  In such a case,  you
should specify in the written notice of intention to demand the number of shares
as to which you intend to demand appraisal.  If you do not expressly specify the
number of shares,  we will assume that your written notice covers all the shares
of the Common Stock that are registered in your name.

         If you are a shareholder  who intends to exercise  dissenters'  rights,
you should mail or otherwise  deliver a written notice of intention to demand to
be paid the fair market value of your shares to:

                             PerfectData Corporation
                          1445 East Los Angeles Avenue
                                    Suite 208
                          Simi Valley, California 93065
                        Attn: Irene J. Marino, Secretary

         Surrender your stock certificate(s): Within 30 days after the notice by
the Company is mailed, you must deliver your stock certificate(s) to the Company
so that the Company may make a notation on the  certificate(s)  reflecting  your
demand. If you fail to submit your stock  certificates(s)  to the Company within
this time frame,  you will lose your right to be paid the fair  market  value of
your shares.

         You must continuously hold your shares: You must continuously hold your
shares of the Common  Stock from the date you file the  notice of  intention  to
demand to be paid the fair market value of your shares through at least the date
you surrender your shares for endorsement  after the notice by the Company as to
approval of the transaction is sent to you.

         Payment period:  As noted above,  each of the Company and you have made
offers as to the fair market  value of your  dissenting  shares.  If you and the
Company are able to agree on an amount, the Company is obligated to pay you that
amount within 30 days after such  determination,  provided  that you  surrender,
against  payment,  your  certificate(s)  for  shares  of the  Common  Stock  for
cancellation.



         Commencement  of  Litigation:  If you are not  able to  agree  with the
Company  as to the fair value of your  shares,  then,  within  six months  after
notice of the  approval of the sale to Spray was mailed to you, you may commence
an  action  against  the  Company  in the  Superior  Court of  California  for a
determination of the fair market value of your shares.

         You may, as an alternative,  intervene in any pending action by another
dissenting  shareholder.  The  Company  may move to  consolidate  all actions by
dissenting shareholders.

         Appraisal of shares:  If the court  determines that you are entitled to
dissenters'  rights,  the court will  determine  the value of your shares of the
Common  Stock as of the day prior to the date of the first  announcement  of the
transactions. To determine the fair value of the shares, the court will consider
all relevant  factors except for any  appreciation  or  depreciation to the fair
market value of the shares due to the anticipation or accomplishment of the sale
to Spray of the Company's business or the then pending SuperCom transaction. The
court may appoint an appraiser or  appraisers  to make the  determination  as to
fair market value of your shares.  After the court  determines the fair value of
the shares,  it will direct the Company to pay that value to you.  The court can
also direct the  Company to pay  interest  at the legal rate for  judgments.  In
order to receive  payment for your shares,  you must then  surrender  your stock
certificates to the Company.

         The court could  determine  that the fair market value of our shares is
more  than,  the  same  as,  or less  than the  quoted  market  price on the day
preceding the first  announcement of the Spray transaction  (i.e.,  $1.05) or on
the date of its  decision.  In other  words,  if you  demand to be paid the fair
market value of your shares,  you could receive less  consideration  than if you
elect to sell your shares in the over-the-counter market.

         Costs and expenses of appraisal proceeding:  The costs of the appraisal
proceeding  (including the cost of any  appraiser)  may be assessed  against the
Company and the shareholders  participating in the appraisal  proceeding in such
manner as the court deems  equitable  under the  circumstances.  You may request
that the court allocate the expenses of the appraisal action incurred by you pro
rata  against  the  value  of all  the  shares  held  by  all  of the  Company's
shareholders entitled to dissenters' rights.

         If the  appraisal by the court exceeds the price offered by the Company
by 125%, then the latter must pay the costs  (including in the discretion of the
court  attorneys'  fees, fees of expert  witnesses and interest at legal rate of
judgments for such dissenters' rights actions).

         Loss of  shareholder's  rights:  Until  the fair  market  value of your
dissenters' shares is determined, you continue to have all rights and privileges
incident to such shares.  You can,  however,  lose your  dissenting  shareholder
status  if you do not  file  an  action,  or  intervene  in  another  dissenting
shareholder's action, within the statutory period or if you transfer your shares
before they are  endorsed as  dissenters'  shares.  Additionally,  a  dissenting
shareholder  may not  withdraw a demand for  payment  without the consent of the
Company.

                                  MISCELLANEOUS

Solicitation

         The  solicitation  of consents on the enclosed form of consents is made
by and on behalf of the Board of  Directors  of the Company and the cost of this
solicitation is being paid by the Company.  In addition to the use of the mails,
consents may be solicited  personally,  or by  telephone  or  telegraph,  by the
officers or directors of the  Company.  The Company has not engaged,  and has no
intention to engage,  any third party not affiliated with the Company to solicit
consents.

Shareholder Proposals

         The Company held its last Annual Meeting of Shareholders on December 6,
2002,  delayed from the usual meeting date for the  Company's  fiscal year ended
March 31, 2002 because of the then pending acquisition transaction with GraphCo.
Normally the Board would have scheduled the meeting  approximately 30 days after
the audited  financial  statements for the fiscal year ended March 31, 2002 were
made available for mailing to  shareholders.  The Board also delayed calling its
Annual Meeting of Shareholders for the fiscal year ended March 31, 2003 in order
to include approval of the SuperCom  transaction in the proposals to be voted on
by the Company's shareholders.  See the section "Terminated  Transactions" under
the caption "Proposed Sale Transaction"  elsewhere in this Consent  Solicitation
Statement  for  information  as to both  such  transactions.  In  order  to keep
expenses at a minimum the Board currently  intends to call the Annual Meeting of
Shareholders  for the fiscal  year  ending  March 31,  2004  ("fiscal  2004") in
November  2004.  Shareholders'  proposals for  inclusion in the Company's  proxy
statement  for the  Annual  Meeting  of  Shareholders  for  fiscal  2004 must be
received no later than a reasonable time before the Company prints and mails its
proxy  material for such Annual  Meeting.  If a shareholder  intends to submit a
proposal  for  consideration  at such  Annual  Meeting  by means  other than the
inclusion  of the  proposal in the  Company's  proxy  statement  for such Annual
Meeting, the shareholder must notify the Company of such intention no later than
a  reasonable  time before the Company  prints and mails its proxy  material for
such  Annual  Meeting,  or  risk  management  exercising   discretionary  voting
authority  with respect to the  management  proxies to defeat such proposal when
and if  presented  at such Annual  Meeting.  The Company  currently  anticipates
mailing the proxy material for such Annual Meeting on or before Friday,  October
15,  2004.  The  Company  shall  advise  its  shareholders  of any change in the
contemplated  mailing  date for its proxy  material  for the  Annual  Meeting of
Shareholders for fiscal 2004 by notice in its earliest possible Quarterly Report
on Form 10-QSB or by other appropriate notice.

Contact Information

         The office of the Company is located at 1445 East Los  Angeles  Avenue,
Suite 208,  Simi  Valley,  CA 93065.  Its  telephone  number is (805)  581-4000.
Inquiries may be directed by mail or telephone to Harris A. Shapiro, Chairman of
the Board and Chief Executive Officer of the Company.



         The  office of Spray is  located at 1323  Conshohocken  Road,  Plymouth
Meeting,  PA 19462.  Its telephone  number is (610)  277-1010.  Inquiries may be
directed by mail or telephone to Bart Bastian, President of Spray.

Financial Data

         The Company's audited financial statements and the related management's
discussion and analysis of financial condition and results of operations for the
fiscal  years  ended  March  31,  2004  and  2003 are  annexed  to this  Consent
Solicitation Statement as Appendix D.

                                              By Order of the Board of Directors

                                              /s/ Irene J. Marino
                                              Irene J. Marino
                                              Secretary
September   , 2004




                                                                      Appendix A

                            ASSET PURCHASE AGREEMENT

         THIS ASSET  PURCHASE  AGREEMENT (the "Agreement")  is made and entered
into as of the 3rd day of  October,  2003  between  PerfectData  Corporation,  a
California  corporation  (the  "Seller"),  and  Spray  Products  Corporation,  a
Pennsylvania corporation (the "Purchaser").

                              W I T N E S S E T H:

         WHEREAS,  the Seller is engaged in the  business  (the  "Business")  of
computer/office care and cleansing products; and

         WHEREAS,  the  Seller  desires to sell all of its  inventory  and other
assets  related to the Business to the Purchaser,  and the Purchaser  desires to
acquire such assets.

         NOW,  THEREFORE,   in  consideration  of  the  mutual  representations,
warranties,  covenants  and  agreements,  and  upon  the  terms  and  conditions
hereinafter set forth, the parties do hereby agree as follows:

                                    ARTICLE 1
                                PURCHASE AND SALE

         1.1  Purchase of Assets.  Subject to the terms and  conditions  of this
Agreement,  the  Seller  hereby  agrees to sell,  transfer,  convey,  assign and
deliver to the Purchaser,  and the Purchaser hereby agrees to purchase,  acquire
and accept from the Seller:

         1.1.1 All  inventories of the Seller,  including  finished  goods,  raw
materials  and work in process  existing on the Closing Date (as defined  below)
(the "Inventory");

         1.1.2 The following books and records of the Seller, including customer
lists and customer data,  supplier  lists and supplier data and other  operating
data, files, credit information,  records of sales and inventory data, know how,
computer software (including source codes and object codes), product development
documentation product development procedures, computer generated product designs
and artwork,  catalogues,  sales literature displays, and advertising materials,
artwork  used  in  the  Business,  Non-Disclosure  Agreements,   Confidentiality
Agreements,   telephone  numbers,  SKU  numbers,  the  trade  name  "PerfectData
Corporation"  and all other names  utilized in connection  with the Business and
all  derivations  thereof and other  intangibles  related to the  Business ( the
"Intangibles");  provided,  however, that the Seller or its representative shall
have the right,  upon reasonable  notice and during regular  business hours, for
five (5) years after the Closing (as hereinafter defined), to enter the premises
of the  Purchaser  to review and copy any such books and records for the purpose
of the  compilation  of the  financial  records  of the  Seller  for  use in the
preparation of any required tax returns, in response to any federal and/or state
tax auditor,  for use in the  preparation  of any report to be filed pursuant to
the Securities Exchange Act of 1934, as amended, or any securities inquiry.

                A-1



         1.1.3 The Seller's goodwill relating to the Business (the "Goodwill");

         1.1.4 Such accounts  receivable of the Seller as to which the Purchaser
and the Seller may  mutually  agree upon (such  purchased  receivables  shall be
referred to herein as the "Receivables");

         1.1.5 all of the Seller's  machinery and equipment,  office  furniture,
supplies,  fixed assets, fixtures and equipment,  warehouse equipment,  tooling,
molds,  and computer  hardware except for such pieces of equipment as the Seller
reasonably  determines is necessary for the  establishment  of a new office (the
"Equipment");

         1.1.6 all intellectual property related to the Business, including, but
not limited to,  software,  patents,  pending  patent  applications,  patents in
development,   copyrights,   pending  copyright   applications,   copyrights  in
development and all derivative works thereof,  trademarks,  trade names,  logos,
service  marks,  assumed  or  fictitious  names,  trade  secrets,  manufacturing
know-how,  and any and all websites  related in whole or in part to the Business
and the  data and  intellectual  property  related  thereto  (collectively,  the
"Intellectual Property").

         The  Inventory,  Intangibles,   Goodwill,  Receivables,  Equipment  and
Intellectual  Property  are  collectively  referred to herein as the  "Purchased
Assets".

         1.2 Retained Assets.  Except for the Purchased Assets, the Purchaser is
not purchasing any other assets of the Seller  including,  the Retained  Assets.
The term "Retained  Assets" shall mean the following  assets of the Seller as of
the Closing Date which, although they relate to the Business,  are not Purchased
Assets and are to be retained by the Seller:  (a) the Seller's franchise to be a
corporation, Certificate of Incorporation,  by-laws, minute books, company seals
and other company records having to do with the organization and  capitalization
of the Seller;  (b) all canceled checks,  bank statements and tax returns of the
Seller  relating to the Business;  (c) any  contract,  agreement or lease of the
Seller  which  is not  assumed  by the  Purchaser  hereunder;  (d) the  Seller's
insurance policies including the cash value of life insurance policies;  (e) the
Seller's  cash  and cash  equivalents;  (f) the  Seller's  accounts,  notes  and
receivables,  other  than the  Receivables;  (g)  taxes  and  deposits;  (h) all
accounting  books  and  records  of the  Seller  and (i) all  other  assets  not
identified herein as the "Purchased Assets".

         1.3 Purchase Price.

               1.3.1 The  total  consideration  for the  Purchased  Assets  (the
"Purchase Price") shall be an amount equal to the difference of:

                1.3.1.1  the   Seller's   landed  cost  for  the   Inventory
                         (excluding  obsolete  items) (the  "Inventory  Value");
                         plus

                1.3.1.2  An amount equal to the collectible Receivables that,
                         as of the Closing  Date,  are no older than  sixty-five
                         (65) days; plus

                1.3.1.3  The  sum  of  One  Hundred  Thousand  ($100,000.00)
                         Dollars; less:

                A-2




                 1.3.1.4 The dollar  amount of the  Assumed  Liabilities  (as
                         hereinafter defined).

               1.3.2  Allocation of Purchase Price.  The Purchase Price shall be
allocated  prior to the Closing in accordance  with Section 1060 of the Internal
Revenue Code.  The Purchaser and the Seller shall  cooperate  with each other in
the preparation  and filing of I.R.S.  Form 8594 in connection with the Purchase
Price  allocation.  Neither  the  Purchaser  nor the  Seller,  nor any of  their
respective affiliates, shall take any position (whether in financial statements,
audits,  tax returns or otherwise) which is inconsistent  with the allocation of
the consideration unless required to do so by applicable law or regulation.

               1.3.3 Within seven (7) days prior to the Closing,  the Seller and
the Purchaser  shall jointly  conduct a physical count of the Inventory in order
to determine the Inventory Value.

               1.3.4 The  Purchase  Price shall be payable at the Closing by the
Purchaser to the Seller as follows:

                 1.3.4.1 An  amount  equal  to the  Purchase  Price  less the
                         Holdback Amount (as hereinafter  defined) shall be paid
                         via bank or certified check.

                 1.3.4.2 An amount equal to ten (10%) percent of the Purchase
                         Price (the  "Holdback  Amount")  shall be  delivered to
                         Wachtel & Masyr, LLP (the "Escrow Agent").

         1.4 Post-Closing  Adjustment.  At any time after seventy-five (75) days
after the  Closing,  but no later than ninety (90) days after the  Closing,  the
Purchaser  shall have the right to put (the "Put") any  uncollected  Receivables
(the  "Assigned  Receivable")  to the Seller.  In the event of a Put, the Seller
shall deliver to the  Purchaser,  within thirty (30) days after the date of such
Put, an amount equal to the face-dollar  amount of such Assigned  Receivable(s).
In the event that  Seller  does not  timely  deliver  the value of the  Assigned
Receivable  to the  Purchaser,  the Purchaser  shall send written  notice to the
Escrow  Agent and the  Seller  of such  event,  and the  Escrow  Agent  shall be
instructed  to  deliver  an  amount  equal to the face  amount  of the  Assigned
Receivable to the Purchaser. The terms of the escrow herein are set forth in the
Escrow  Agreement by and among the  Purchaser,  the Seller and the Escrow Agent,
the  form of  which  is  attached  hereto  as  Exhibit  A.  Notwithstanding  the
foregoing,  the  Purchaser  shall  have no right to Put any  Receivable  that is
generated  during such  period that the  Purchaser  is  managing  the  Business,
pursuant to Section 5.6 herein.

         1.5  Assumption of Liabilities  and  Obligations.  The Purchaser  shall
assume and be  responsible  for all trade  payables of the Seller at the Closing
(the  "Assumed  Liabilities").  The  parties  agree  that the  Purchaser  is not
assuming  any  liability  or  obligation  of the Seller  other than the  Assumed
Liabilities.

         1.6 Preparation of the Purchased Assets.  The parties  acknowledge that
the Purchaser shall make all arrangements and shall be responsible for all costs
incurred in connection with the packaging and transport of the Purchased  Assets
from the Seller to the Purchaser.

                A-3



                                    ARTICLE 2
                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller represents and warrants to Purchaser as follows:

         2.1  Organization  of the  Seller.  The  Seller is a  corporation  duly
incorporated,  validly existing and in good standing under the laws of the State
of California,  with all requisite power and authority to own, lease and operate
its  properties and to carry on the Business as it is now being  conducted.  The
Seller is  qualified  or licensed as a foreign  entity in each  jurisdiction  in
which it is required  as a result of the conduct of the  Business or location of
the property  owned,  leased or operated by it in  connection  with the Business
except where  failure to be so  qualified or licensed  would not have a material
adverse  effect  on the  value  of the  Purchased  Assets,  taken  as a whole (a
"Material Adverse Effect").

         2.2  Authorization of the Seller.  The Seller has full power,  capacity
and authority to execute this  Agreement and all other  agreements and documents
contemplated hereby. The execution and delivery of this Agreement and such other
agreements and documents by the Seller and the consummation by the Seller of the
transactions  contemplated  hereby have been duly authorized and no other action
on  the  part  of  the  Seller  is  necessary  to  authorize  the   transactions
contemplated  hereby. This Agreement has been duly executed and delivered by the
Seller  and  constitutes  the  valid  and  binding  obligation  of  the  Seller,
enforceable in accordance  with its terms,  except that (i)  enforcement  may be
subject to (A)  bankruptcy,  insolvency,  reorganization,  moratorium or similar
laws affecting  creditors'  rights  generally,  and (B) proper  shareholder  and
regulatory consent and (ii) the remedies of specific  performance and injunctive
relief are subject to certain  equitable  defenses and to the  discretion of the
court before which any proceedings may be brought.

         2.3 No  Violations.  The  execution,  delivery and  performance of this
Agreement  and the other  agreements  and documents  contemplated  hereby by the
Seller and the consummation of the transactions contemplated hereby will not (i)
violate any  provision of the  Certificate  of  Incorporation  or by-laws of the
Seller,  (ii)  violate any  statute,  rule,  regulation,  order or decree of any
public body or  authority  by which the Seller or its  properties  or assets are
bound,  or (iii)  result in a violation  or breach of, or  constitute  a default
under,  or  result  in the  creation  of any lien,  mortgage,  pledge,  security
interest, charge, claim, option or other encumbrance (collectively, the "Liens")
upon, or create any rights of  termination,  cancellation or acceleration in any
person with  respect to any license,  franchise or permit of the Seller,  or any
other agreement, contract, indenture, mortgage or instrument to which the Seller
is a party or by which any of its  properties  or assets is bound except (in the
case of (ii) and (iii)) where any such  violation,  breach or default  would not
have a Material Adverse Effect on the Seller.

         2.4 Consents.  Except for the consent of the shareholders of the Seller
pursuant  to the  California  General  Corporation  Law and the  approval of the
Securities and Exchange Commission,  no consent, approval or other authorization
of any  governmental  authority or third party, is required as a result of or in
connection  with the execution and delivery of (i) this  Agreement and the other
agreements and documents to be executed by the Seller in connection  herewith or
(ii) the  consummation by the Seller of the  transactions  contemplated  hereby,
except

                A-4



for those that have been,  or prior to the  Closing  will be,  obtained.  At the
Closing,  the Seller shall be in complete  compliance with all applicable  laws,
rules, regulations,  including health,  environmental,  building, zoning, safety
and labor.

         2.5  Litigation  and  Related  Matters.  There are no  actions,  suits,
proceedings,  investigations  or grievances  pending or, to the knowledge of the
Seller,  threatened against the Seller, the Business or the Purchased Assets, at
law or in equity,  before or by any court or any  federal,  state,  municipal or
other   governmental   department,   commission,   board,   bureau,   agency  or
instrumentality,  domestic or foreign (i) that could  reasonably  be expected to
affect the transactions  contemplated hereby or (ii) relating to the Business or
the Purchased Assets.

         2.6 Title. At the Closing, the Seller will deliver the Purchased Assets
free and clear of all Liens.

         2.7  Disclaimers.  EXCEPT AS OTHERWISE  PROVIDED FOR IN THIS AGREEMENT,
ALL OF THE PURCHASED  ASSETS (AS DEFINED) ARE BEING SOLD AND  TRANSFERRED TO THE
PURCHASER "AS IS" AND ALL WARRANTIES,  EXPRESS OR IMPLIED,  INCLUDING WARRANTIES
OF MERCHANTABILITY  AND FITNESS FOR USE, ARE EXCLUDED FROM THE SALE AND TRANSFER
OF THE PURCHASED ASSETS.  THE SELLER MAKES NO  REPRESENTATIONS  OR WARRANTIES OF
ANY NATURE WITH RESPECT TO THE PURCHASED  ASSETS  (EXCEPT AS EXPRESSLY SET FORTH
IN ARTICLE II) OR THE  FINANCIAL  CONDITION OF THE  BUSINESS,  INCLUDING BUT NOT
LIMITED TO THE LEVEL OF SALES,  PROFITABILITY,  INCOME OR FUTURE PROSPECTS.  THE
PURCHASER  ACKNOWLEDGES THAT ANY FINANCIAL OR OPERATING  INFORMATION RELATING TO
THE SELLER'S  OPERATION OF THE  BUSINESS WAS PROVIDED  SOLELY FOR  INFORMATIONAL
PURPOSES AND THAT THE SELLER HAS NO RESPONSIBILITY TO THE PURCHASER WITH RESPECT
TO SUCH FINANCIAL OR OPERATING INFORMATION.

                                    ARTICLE 3
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         The Purchaser represents and warrants to the Seller as follows:

         3.1 Corporate Existence. The Purchaser is a corporation duly organized,
validly  existing  and in good  standing  under  the  laws of the  state  of its
incorporation,  with all requisite  corporate  power and authority to own, lease
and operate its properties and to carry on its business as now being  conducted.
The  Purchaser  is  qualified  or  licensed  as a  foreign  corporation  in each
jurisdiction  in  which  it is  required  as a result  of the  character  of its
business  or  location  of the  property  owned,  leased  or  operated  by it in
connection with its business except where failure to be so qualified or licensed
would not have a material adverse effect on the Purchaser.

         3.2 Authorization of Purchaser. The Purchaser has full corporate power,
capacity and authority to execute this  Agreement and all other  agreements  and
documents

                A-5



contemplated hereby. The execution and delivery of this Agreement and such other
agreements and documents by the Purchaser and the  consummation by the Purchaser
of the transactions  contemplated  hereby have been duly authorized and no other
corporate  action on the part of the  Purchaser is  necessary  to authorize  the
transactions  contemplated  hereby.  This  Agreement  has been duly executed and
delivered by the Purchaser and constitutes  the valid and binding  obligation of
the  Purchaser,  enforceable  in  accordance  with its  terms,  except  that (i)
enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors' rights generally,  and (ii) the remedies of
specific  performance  and  injunctive  relief arc subject to certain  equitable
defenses and to the discretion of the court before which any  proceedings may be
brought.

         3.3 No Violations. The execution and delivery of this Agreement and the
other  agreements  and  documents  contemplated  hereby by the Purchaser and the
consummation of the  transactions  contemplated  hereby will not (i) violate any
provision of the certificate of incorporation  or bylaws of the Purchaser,  (ii)
violate any  statute,  rule,  regulation,  order or decree of any public body or
authority by which the Purchaser or its properties or assets are bound, or (iii)
result in a violation or breach of, or  constitute a default  under or result in
the creation of any Lien upon, or create any rights of termination, cancellation
or  acceleration  in any  person  with  respect  to,  any  agreement,  contract,
indenture,  mortgage or  instrument  to which the Purchaser is a party or any of
its  properties  or assets is bound except (in the case of (ii) and (iii)) where
any such violation,  breach or default would not have a material  adverse effect
on the Purchaser.

         3.4  Consents.  No  consent,  approval  or other  authorization  of any
governmental  authority  or  third  party  is  required  as a  result  of  or in
connection  with the execution and delivery of (i) this  Agreement and the other
agreements and documents to be executed by the Purchaser in connection  herewith
or (ii) the  consummation  by the  Purchaser  of the  transactions  contemplated
hereby,  except  for those  that have  been,  or prior to the  Closing  will be,
obtained.

                                    ARTICLE 4
                                    COVENANTS

         4.1 Course of Conduct by the Seller.  From the date hereof  through the
Closing Date,  except as may be first approved in writing by the Purchaser or as
otherwise  permitted or contemplated  by this  Agreement,  the Business shall be
conducted only in the ordinary course of business consistent with past practice,
and the Seller shall comply with the following covenants:

               4.1.1 Disposition of Assets. The Seller shall not sell,  transfer
or  otherwise  dispose  of  any  part  of  the  Purchased  Assets,  tangible  or
intangible,  except for inventory  and supplies,  disposed of or consumed in the
ordinary course of business.

               4.1.2 Relations with Suppliers and Customers. The Seller will use
commercially  reasonable  efforts to preserve its  relationships  with  material
suppliers,  customers and others having material  business dealings with it with
respect to the Business.

               4.1.3  Liens.  The Seller will not  mortgage,  pledge,  encumber,
create  or allow  any  Liens not  existing  on the date  hereof  upon any of the
Purchased Assets.

                A-6




         4.2 Approvals and Consents. Each party shall use its reasonable efforts
(i) to cause all  conditions  to the  obligations  of the other party under this
Agreement over which it is able to exercise influence or control to be satisfied
prior to the  Closing  Date and (ii) to obtain  promptly  and to comply with all
requisite  statutory,  regulatory or court  approvals,  third party releases and
consents,  and other requirements necessary for the valid and legal consummation
of the transactions contemplated hereby.

         4.3  Investigations.  The Seller shall  provide the  Purchaser  and its
representatives  and agents  such  access to the books and records of the Seller
and  furnish  to the  Purchaser  such  financial  and  operating  data and other
information  with respect to the Purchased  Assets as Purchaser  may  reasonably
request  from time to time.  If the  transactions  provided  for  herein are not
consummated,  the provisions of the Confidentiality  Agreement,  dated as of May
30, 2003 between the Seller and the Purchaser  shall be binding on the Purchaser
as if such  Confidentiality  Agreement  was entered  into as of the date hereof.
Notwithstanding the foregoing,  the Purchaser acknowledges that it has conducted
its due  diligence  with respect to the Seller the  Business  and the  Purchased
Assets and it may not terminate this Agreement based on further due diligence.

         4.4 No  Solicitation.  Except  with  respect to the  Purchaser  and its
affiliates,  after the date  hereof,  until the  earlier  of the  Closing or the
termination  of this  Agreement,  the Seller  shall not (i) initiate or solicit,
directly or indirectly, any inquiries or the making of any proposal with respect
to a purchase of all or any significant  portion of the Purchased  Assets (other
than in the ordinary course of business) (an "Acquisition Transaction"), or (ii)
engage in any  negotiations  concerning,  or  provide  to any other  person  any
information  or data  relating  to the  Seller for the  purposes  of or have any
discussions with any person relating to, or otherwise cooperate in any way with,
or assist or  participate  in,  facilitate or encourage any effort or attempt by
any other person to seek or effect, an Acquisition Transaction.

         4.5 Public  Announcements.  Without  the prior  written  consent of the
other  party  hereto,  neither  party  shall  make  any  press  release,  public
announcement or other  disclosure to third parties  including  customers  (other
than  disclosures  to lenders and  professional  advisors who agree to keep such
information  confidential) with respect to the transactions contemplated by this
Agreement,  except as required by law,  or  pursuant to any  securities  laws or
regulations.

         4.6 Future  Business.  From the date hereof  through the  Closing,  the
Purchaser will continue to sell  inventory to the Seller in its ordinary  course
and will continue to extend open credit to the Seller.

                                    ARTICLE 5
                                     CLOSING

         5.1 Closing.  Unless this Agreement is first  terminated as provided in
Section 5.4, and subject to the  satisfaction or waiver of all conditions to the
consummation  of  the  transactions  contemplated  hereby,  the  closing  of the
transactions contemplated hereby (the "Closing") shall take place at the offices
of Wachtel & Masyr,  LLP, 110 East 59th Street,  New York, New York 10022 on the
twenty first (21) day  following  the date that notice of the sale  contemplated
herein is sent to the shareholders of the Seller,  pursuant to Section 603(b)(1)
of the California General

                A-7




Corporation  Law;  provided  however,  that the  parties may agree to extend the
Closing for up to thirty (30) days.

         5.2 Conditions to the  Purchaser's  Obligations.  The obligation of the
Purchaser  to  effect  the  Closing  shall be  subject,  at its  option,  to the
satisfaction  or waiver of each of the  following  conditions at or prior to the
Closing:

               5.2.1 Representations,  Warranties and Compliance with Covenants.
Each  representation  and warranty of the Seller contained in this Agreement and
in any  Schedule  shall be true and  correct  when  made,  and shall be true and
correct in all  material  respects on and as of the  Closing  Date with the same
effect as though such representation and warranty had been made on and as of the
Closing Date.  Each of the covenants  and  agreements  herein on the part of the
Seller to be complied with or performed on or before the Closing Date shall have
been complied with and performed in all material  respects.  The Purchaser shall
have  received  a  certificate,  dated the  Closing  Date,  of the Seller to the
foregoing effect.

               5.2.2 Bill of Sale.  The Seller shall have executed and delivered
to the Purchaser a Bill of Sale in form and substance attached hereto as Exhibit
B.

               5.2.3  Certificates.  The  Seller  shall  have  delivered  to the
Purchaser certificates of the appropriate governmental authorities,  dated as of
a date not more than thirty (30) days prior to the Closing  Date,  attesting  to
the existence and good standing of the Seller in the State of California.

               5.2.4  Litigation.  No  investigation,  suit,  action,  or  other
proceeding  shall be  threatened  or pending  before  any court or  governmental
agency  that  seeks the  restraint,  prohibition,  damages,  or other  relief in
connection  with  this  Agreement  or  the   consummation  of  the  transactions
contemplated by this Agreement.

         5.3  Conditions to  Obligations  of the Seller.  The  obligation of the
Seller  to  effect  the  Closing  shall  be  subject,  at  its  option,  to  the
satisfaction  or waiver of each of the  following  conditions at or prior to the
Closing:

               5.3.1 Accuracy of  Representations  and Warranties and Compliance
with Covenants.  Each  representation and warranty of the Purchaser contained in
this  Agreement  shall be true and  correct  when  made,  and  shall be true and
correct in all  material  respects on and as of the  Closing  Date with the same
effect as though such representation and warranty had been made on and as of the
Closing Date.  Each of the covenants  and  agreements  herein on the part of the
Purchaser  to be complied  with or performed on or before the Closing Date shall
have been fully complied with and performed in all material respects. The Seller
shall have received a  certificate,  dated the Closing Date, of the Purchaser to
the foregoing effect.

               5.3.2  Certificates.  The Purchaser  shall have  delivered to the
Seller a certificate of the appropriate governmental authorities,  dated as of a
date not more than thirty (30) days prior to the Closing Date,  attesting to the
existence and good standing of the Purchaser in the state of its incorporation.

                A-8




               5.3.3  Consents  and  Approvals.   All  material  authorizations,
consents, approvals, waivers and releases necessary for the Seller to consummate
the  transactions  contemplated  hereby  shall  have been  obtained,  including,
without limitation, the obtaining of shareholder and director approvals pursuant
to the  California  General  Corporation  Law and the Seller shall have complied
with Section 14(c) of the Securities Exchange Act of 1934, as amended.

               5.3.4 Approval,  Litigation.  No investigation,  suit, action, or
other proceeding shall be threatened or pending before any court or governmental
agency  that  seeks the  restraint,  prohibition,  damages,  or other  relief in
connection  with  this  Agreement  or  the   consummation  of  the  transactions
contemplated by this Agreement.

               5.3.5  Purchase  Price.  The Purchaser  shall have  delivered the
Purchase Price to the Seller and the Escrow Agent.

               5.3.6  Assumption  of  Liabilities.   The  Purchaser  shall  have
delivered an Assumption of Liabilities to the Seller,  in substantially the form
attached hereto as Exhibit C.

         5.4 Termination.

               5.4.1 This  Agreement may be terminated and abandoned at any time
prior to the Closing:

                 5.4.1.1 By the written  mutual  consent of the Purchaser and
                         the Seller;

                 5.4.1.2 By the  Purchaser  on the Closing Date if any of the
                         conditions set forth in Section 5.2 shall not have been
                         fulfilled  or waiver on or prior to the  Closing  Date;
                         and

                 5.4.1.3 By the  Seller  on the  Closing  Date  if any of the
                         conditions set forth in Section 5.3 shall not have been
                         fulfilled or waived on or prior to the Closing Date.

         5.5 Rights on Termination.

               5.5.1 If this  Agreement  is  terminated  pursuant to Section 5.4
hereof,  all  further  obligations  of the  parties  under or  pursuant  to this
Agreement  shall,  subject to Section 7.12  herein,  terminate  without  further
liability  of  either  party  to the  other,  except  that  (i) the  Purchaser's
obligations contained in Section 4.3 of this Agreement, (ii) the representations
of the parties  contained  in Section 7.10 and (iii) the  provisions  of Section
7.11, shall all survive any such termination.

               5.5.2 In the event  that  either  party  hereto  terminates  this
Agreement for a reason other than as set forth in Section 5.4 herein, or refuses
to or is unable to close the  transaction  contemplated  herein other than as is
permitted  hereunder  (such party being  referred to herein as the  "Non-Closing
Party"),  and such  inability to close is not the fault of the other party,  the
Non-

A-9




Closing  Party shall pay a break-up fee to the other party in an amount equal to
One Hundred Thousand ($100,000) Dollars in cash.

         5.6 Management.

               5.6.1 If this Agreement is not terminated pursuant to Section 5.4
herein, the Purchaser shall,  beginning November 1, 2003, act as the manager for
the fulfillment of orders from the Seller's customers.  In connection therewith,
the Purchaser shall  manufacture or otherwise obtain all finished goods required
by the  Seller's  customers  and package such items for shipment to the Seller's
customers in accordance  with each purchase  order.  In order to facilitate such
fulfillment  obligations,  the Seller shall,  prior to October 31, 2003, deliver
all its finished  goods and certain of its equipment and other fixed assets used
in connection with the operation of the Business, to a pre-designated  warehouse
(the "Facility") of the Purchaser.

               5.6.2 As  compensation  for the  Purchaser's  services under this
management  arrangement,  the  Purchaser  shall be entitled to a fee (the "Fee")
equal to seven and  one-half  (7.5%)  percent of the "Net Sales" of all products
sold to the Seller's  customers.  For purposes of this Section 5.6, "Net Sales"
shall mean the gross  invoice  price of each  product  less all (i)  commissions
payable in  connection  with the sale of such products and (ii) rebates given by
the Seller to its customers in the ordinary course of Seller's business. The Fee
shall be payable on a monthly basis within thirty (30) days after the end of the
following month in which payment was received by the Seller for such product.

               5.6.3 In connection  with the services to be provided  under this
management arrangement by the Purchaser,  (a) the Seller agrees to: (i) maintain
adequate  facilities  to process  orders and  invoices;  and (ii) deliver to the
Purchaser  in a timely  manner all  customer  orders and (b) the  Purchaser  (i)
agrees  to  timely  fulfill  and  ship all  customer  orders  and (ii)  shall be
responsible for all payments with respect to the transport of inventory from the
Facility to the customers.

               5.6.4 Notwithstanding  anything contained herein to the contrary,
the Seller has the right to reject any  customer  orders if the  Seller,  in its
sole  discretion,  deems  the  profit  margins  on such  purchase  orders  to be
inadequate.

               5.6.5 The  obligations  of each of the parties under this Section
5.6 shall  survive until the earlier of the Closing or the  termination  of this
Agreement.

               5.6.6 Upon the termination of this Agreement,  in addition to all
rights and remedies  under this  Agreement,  the Purchaser  shall be required to
fulfill all existing  customer  orders sent by the Seller and shall  immediately
return all unsold inventory of the Seller to the Seller.

                A-10




                                    ARTICLE 6
                                 INDEMNIFICATION

         6.1 Purchaser's Losses.

               6.1.1The  Seller shall indemnify and hold harmless the Purchaser,
its  directors,  officers,  employees,  representatives,  agents,  and attorneys
("Purchaser  Indemnified  Parties") from,  against and in respect of any and all
Purchaser's Losses (as defined below) suffered,  sustained, incurred or required
to be paid by any of them by reason of (i) any  representation  or warranty made
by the Seller in or pursuant to this Agreement  being untrue or incorrect in any
material  respect;  or (ii) any  failure by the Seller to observe or perform its
covenants and agreements  set forth in this Agreement or any other  agreement or
document executed by the Seller in connection with the transactions contemplated
hereby; except in any instance to the extent the Purchaser's Losses results from
a Purchaser Indemnified Party's own negligence or willful misconduct.

               6.1.2  "Purchaser's  Losses"  shall mean all damages,  including,
without limitation, subject to Section 6.2.3 amounts paid in settlement with the
Seller's  consent,  which  consent  may not be  unreasonably  withheld,  losses,
obligations,   liabilities,  liens,  deficiencies,   costs  (including,  without
limitation,  reasonable  attorneys' fees), taxes,  penalties,  fines,  interest,
monetary  sanctions  and expenses,  including,  without  limitation,  reasonable
attorneys'  fees and costs incurred to comply with  injunctions  and other court
and agency orders,  and other costs and expenses  incident to any suit,  action,
investigation,  claim or  proceeding  or to  establish  or  enforce a  Purchaser
Indemnified  Party's right to  indemnification  hereunder.  The Seller shall not
have any  obligation  under Section 6.1 to indemnify  the Purchaser  Indemnified
Parties with respect to (i)  Purchaser's  Losses  until the  aggregate  combined
total of all such  Purchaser's  Losses  incurred  by the  Purchaser  Indemnified
Parties exceeds $25,000,  whereupon the Purchaser  Indemnified  Parties shall be
entitled  to  indemnification  with  respect to the full  amount of  Purchaser's
Losses  determined  without  regard  to  such  limitation,  and  (ii)  aggregate
Purchaser's  Losses in excess of the amount of the Purchase  Price actually paid
to the Seller.

         6.2      Seller's Losses.

               6.2.1 The Purchaser  shall indemnify and hold harmless the Seller
and its officers, directors, employees,  representatives,  agents, and attorneys
("Seller  Indemnified  Parties")  from,  against  and in  respect of any and all
Seller's Losses (as defined below) suffered,  sustained, incurred or required to
be paid by any of them, by reason of (i) any  representation or warranty made by
the Purchaser in or pursuant to this Agreement  being untrue or incorrect in any
material respect, or (ii) any failure by the Purchaser to observe or perform its
covenants and agreements  set forth in this Agreement or any other  agreement or
document executed by it in connection with the transactions  contemplated hereby
including a failure to pay an Assumed  Liability,  except in any instance to the
extent  the  Seller's  Losses  results  from a Seller  Indemnified  Party's  own
negligence or willful misconduct.

               6.2.2  "Seller's  Losses"  shall  mean  all  damages,  including,
without limitation, subject to Section 6.2.3 amounts paid in settlement with the
Purchaser's  consent,  which consent

                A-11



may not be  unreasonably  withheld,  losses,  obligations,  liabilities,  liens,
deficiencies, costs (including, without limitation, reasonable attorneys' fees),
taxes, penalties, fines, interest,  monetary sanctions and expenses,  including,
without limitation, reasonable attorneys' fees and costs incurred to comply with
injunctions  and other court and agency  orders,  and other  costs and  expenses
incident to any suit, action, investigation, claim or proceeding or to establish
or enforce a Seller Indemnified Party's right to indemnification  hereunder. The
Purchaser  shall not have any  obligation  under  Section 6.2 to  indemnify  the
Seller  Indemnified  Parties with respect to Seller's Losses until the aggregate
combined total of all such Seller's  Losses  incurred by the Seller  Indemnified
Parties  exceeds  $25,000,  whereupon  the Seller  Indemnified  Parties shall be
entitled to  indemnification  with respect to the full amount of Seller's Losses
determined  without  regard to such  limitation,  provided,  however,  that this
limitation  shall not apply to a failure to pay  Purchase  Price or a failure to
pay an Assumed Liability.

               6.2.3 Claims  Procedure.  Whenever a Purchaser's Loss or Seller's
Loss  subject to the  indemnity  provisions  in this  Article VI shall  arise (a
"Claim"),  the party  entitled to  indemnity  (the  "Indemnified  Party")  shall
promptly  notify the party  obligated to provide  indemnity  (the  "Indemnifying
Party") of such Claim and, when known, the facts  constituting the basis of such
Claim,  provided,  however,  that in the event of a claim  resulting  from or in
connection with any Claim by a third party, the Indemnified  Party shall use its
diligent  efforts  to give  notice no later than ten (10) days prior to the time
any  response  to the  asserted  Claim  is  required.  In the  event  of a Claim
resulting from or in connection with a Claim by a third party,  the Indemnifying
Party may,  at its sole cost and  expense,  assume the  defense  thereof.  If an
Indemnifying  Party  assumes the defense of the Claim,  the  Indemnifying  Party
shall be entitled to select counsel and take all steps  necessary in the defense
thereof  and shall  have the  right to effect a  settlement  of the  Claim.  The
Indemnified  Party shall have the right, but not the obligation,  to participate
at its own expense in the defense  thereof by counsel of its own choice.  In the
event that the Indemnifying  Party fails to timely defend,  contest or otherwise
protect against any such Claim,  the  Indemnified  Party shall have the right to
defend,  contest  or  otherwise  protect  against  the  same  and may  make  any
compromise or  settlement  thereof and recover from the  Indemnifying  Party the
entire cost thereof, including, without limitation,  reasonable attorneys' fees,
disbursements  and all amounts paid as a result of such Claim or  compromise  or
settlement thereof.

                                    ARTICLE 7
                                  MISCELLANEOUS

         7.1 Further Assurances. If, at any time after the Closing, either party
shall  reasonably   consider  or  be  advised  that  any  further   assignments,
conveyances, certificates, filings, instruments or documents or any other things
are necessary or desirable to vest, perfect or confirm in the Purchaser title to
the Purchased  Assets or to consummate any of the  transactions  contemplated by
this  Agreement,  the other party  shall,  upon  request,  promptly  execute and
deliver all such assignments,  certificates,  filings, instruments and documents
and do all things  reasonably  necessary and proper to vest,  perfect or confirm
title  in the  Purchaser  and to  otherwise  carry  out  the  purposes  of  this
Agreement.

                A-12



         7.2 Entire  Agreement.  This  Agreement  (including  the  exhibits  and
schedules  hereto)  constitutes  the entire  agreement and  supersedes all prior
agreements and understandings, both written and oral, between the parties hereto
with respect to the subject matter hereof, and no party shall be liable or bound
to the other in any manner by any  representations  or warranties  not set forth
herein.  This Agreement has been jointly  prepared by the parties hereto and the
terms  hereof shall not be construed in favor of or against any party on account
of its participation in such preparation.

         7.3 Successors and Assigns.  The terms and conditions of this Agreement
shall inure to the benefit of and be binding  upon the parties  hereto and their
respective  successors  and  permitted  assigns.  The Purchaser has the right to
assign its rights under this  Agreement  provided,  that in the event it assigns
such rights,  Spray Products  Corporation,  a Pennsylvania  corporation,  hereby
unconditionally  guarantees the performance of each and every  obligation of its
successor as the Purchaser under this Agreement and the Escrow Agreement.

         7.4  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of which shall for all  purposes be deemed to be an original
and all of which shall constitute the same instrument.

         7.5  Headings.  The  headings  of the  articles  and  sections  of this
Agreement  are  inserted  for  convenience  only  and  shall  not be  deemed  to
constitute part of this Agreement or to affect the construction hereof.

         7.6  Modification  and Waiver.  Any of the terms or  conditions of this
Agreement may be waived in writing at any time by the party which is entitled to
the benefits thereof, and this Agreement may be modified or amended by a written
instrument  executed by all parties  hereto.  No  supplement,  modification,  or
amendment of this Agreement  shall be binding unless  executed in writing by all
of the parties  hereto.  No waiver of any of the  provisions  of this  Agreement
shall be deemed or shall  constitute  a waiver  of any  other  provision  hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.

         7.7 Schedules and Exhibits.  All exhibits and schedules  annexed hereto
are expressly made a part of this Agreement as though fully set forth herein and
all  references  to this  Agreement  herein or in any such exhibits or schedules
shall refer to and include all such exhibits and schedules.

         7.8  Notices.  Any  notice,  request,  instruction,  document  or other
communication  to be given  hereunder  by any party  hereto  to any other  party
hereto shall be in writing and validly given if (i) delivered  personally,  (ii)
sent by  telecopy,  (iii)  delivered  by  overnight  express,  or  (iv)  sent by
registered or certified mail, postage prepaid, as follows:

                A-13



         If to the Purchaser, to:

                  Spray Products Corporation
                  1323 Conshohocken Road
                  Plymouth Meeting, PA  19462
                  Attn: Burt Bastian
                  Facsimile:  (610) 277-4390

         with a copy to:

                  Eckell, Sparks, Levy, Auerbach, Monte, Rainer & Sloane, P.C.
                  P.O. Box 319
                  Media, PA  19063
                  Attn:  Joseph L. Monte, Jr., Esq.
                  Facsimile:  (610) 565-1596

         If to the Seller:

                  PerfectData Corporation
                  110 West Easy Street
                  Simi Valley, California 93065
                  Attn:  Harris A. Shapiro, Chairman
                  Facsimile:  (805) 522-5788

         with a copy to:

                  Wachtel & Masyr, LLP
                  110 East 59th Street
                  New York, New York 10022
                  Attn:  Robert W. Berend, Esq.
                  Facsimile:  (212) 371-0320

or at such other  address for a party as shall be specified by like notice.  Any
notice which is delivered  personally,  or sent by telecopy or overnight express
in the  manner  provided  herein  shall be deemed to have been duly given to the
party to whom it is directed upon actual receipt by such party. Any notice which
is addressed  and mailed in the manner  herein  provided  shall be  conclusively
presumed to have been given to the party to whom it is addressed at the close of
business,  local time of the recipient,  on the third day after the day it is so
placed in the mail.

         7.9 Governing Law. This  agreement  shall be construed,  enforced,  and
governed by the internal laws of the State of California  without  regard to its
choice of law  principles.  Each of the parties  hereto hereby  irrevocably  and
unconditionally  submits to the exclusive jurisdiction of any court of the State
of California  (collectively,  the "Courts") for purposes of any suit, action or
other  proceeding  arising out of this Agreement (and agrees not to commence any
action, suit or proceedings relating hereto except in such Courts).  Each of the
parties hereto hereby  irrevocably and  unconditionally  waives any objection to
the laying of venue of any action, suit or proceeding

                A-14



arising out of this  Agreement,  which is brought by or against it in the Courts
and hereby  further  irrevocably  and  unconditionally  waives and agrees not to
plead or  claim in any such  Court  that  any such  action,  suit or  proceeding
brought in any such Court has been brought in an inconvenient forum.

         7.10 Survival.  The representations and warranties of the Purchaser and
Seller  included or provided for herein,  or in other  instruments or agreements
delivered or to be delivered at or prior to the Closing in connection  herewith,
shall  survive  for a period of one (1) year  following  the Closing  Date.  The
obligations  of the  Seller  pursuant  to  Article  7 shall  survive  until  the
expiration of the Covenant Period.

         7.11 Brokers.  The Purchaser,  on the one hand, and the Seller,  on the
other,  each  represent  to the other that it has not used a broker or finder in
connection with the  transactions  contemplated by this Agreement and each shall
hold the other harmless from any such claim.

         7.12 Expenses.  The Purchaser,  on the one hand, and the Seller, on the
other, shall each pay its own costs and expenses incurred by it, including,  but
not  limited,  to the  fees of  their  respective  counsel  in  negotiating  and
preparing  this  Agreement  and in closing  and  carrying  out the  transactions
contemplated by this Agreement. Notwithstanding the foregoing, in the event that
the (a) the Purchaser  breaches its obligations to purchase the Purchased Assets
other than  pursuant to Section 5.4 herein,  the Purchaser  shall  reimburse the
Seller  for  all  out of  pocket  expenses  incurred  by the  Seller  (including
reasonable attorneys fees) in connection with this Agreement;  or (b) the Seller
enters into a letter of intent or purchase agreement in violation of Section 4.4
herein,  the Seller shall reimburse the Purchaser for all out of pocket expenses
incurred by the Purchaser  (including  reasonable  attorneys fees) in connection
with this Agreement.

         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement as the
date first set forth above.

                                         PURCHASER:
                                         Spray Products Corporation

                                         By:  /s/ Bart Bastian
                                         Name:  Bart Bastian
                                         Title:  President

                                         SELLER:
                                         PerfectData Corporation

                                         By:  /s/ Harris A. Shapiro
                                         Name:  Harris A. Shapiro
                                         Title:  Chairman of the Board and Chief
                                                 Executive Officer
                A-15


                                                                      Appendix B

                                 FIRST AMENDMENT
                                       TO
                            ASSET PURCHASE AGREEMENT


         This  First  Amendment  (the  "Amendment"),  dated  as of the 26 day of
February,  2004, to the Asset Purchase  Agreement (the  "Original  Agreement"),
dated as of October 3,  2003,  between  PerfectData  Corporation,  a  California
corporation, and Spray Products Corporation, a Pennsylvania corporation.


                               W I T N E S S E T H

         WHEREAS, the parties hereto entered into the Original Agreement whereby
Seller agreed to sell, and Purchaser agreed to purchase,  substantially  all the
assets of Seller; and

         WHEREAS, the parties desire to amend the Original Agreement as provided
for herein;

         NOW,  THEREFORE,   in  consideration  of  the  mutual  representations,
warranties,  covenants  and  agreement  set forth  herein,  the parties agree as
follows:

         1. The second sentence of Section 1.5 is hereby amended by the addition
of the following:

                  "and as provided in Section 4.7 hereof."

         2. The following shall be inserted as Section 4.7:

                  "4.7 Insurance. Purchaser agrees to maintain product liability
                  insurance  covering  not only  all  products  manufactured  or
                  shipped by it  post-closing,  but also  including all products
                  manufactured  or shipped by the Purchaser prior to the Closing
                  Date, including those during the management period pursuant to
                  Section 5.6 hereof."

         3. Section 5.6.3(a) is hereby amended to add the following:

                  "(iii) be  responsible  for all freight and  shipping  charges
                  incurred  by the Buyer in  connection  with the  transport  of
                  inventory from the Facility to the customers."

         4. Section 5.6.3 (b)(ii) is hereby deleted in its entirety.

         5. Except as specifically modified herein, the Original Agreement shall
not be modified and shall remain in full force and effect.

                B-1



         6. All capitalized terms not specifically defined herein shall have the
meaning ascribed to them in the Original Agreement.

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

                                         PURCHASER:
                                         Spray Products Corporation


                                         By:   /s/Bart Bastian
                                         Name:  Bart Bastian
                                         Title:  President



                                         SELLER:
                                         PerfectData Corporation


                                         By:   /s/Harris A. Shapiro
                                         Name:  Harris A. Shapiro
                                         Title:  Chairman of the Board and Chief
                                                 Executive Officer

                B-2


                                                                      Appendix C


                                SECOND AMENDMENT
                                       TO
                            ASSET PURCHASE AGREEMENT

         This Second  Amendment (the  "Amendment"),  dated as of the 12th day of
August, 2004, to the Asset Purchase Agreement (the "Original Agreement"), dated
as of October 3, 2003, between PerfectData Corporation, a California corporation
(the "Seller"), and Spray Products Corporation,  a Pennsylvania corporation (the
"Purchaser").

                               W I T N E S S E T H

         WHEREAS, the parties hereto entered into the Original Agreement whereby
the Seller  agreed to sell,  and the  Purchaser  agreed to purchase,  all of the
assets of the Seller other than the Retained Assets;

         WHEREAS,  the parties  hereto  entered  into the First  Amendment  (the
"First Amendment"), dated as of February 26, 2004; and

         WHEREAS,  the parties desire to amend further the Original Agreement as
provided for herein.

         NOW,  THEREFORE,   in  consideration  of  the  mutual  representations,
warranties,  covenants  and  agreement  set forth  herein,  the parties agree as
follows:

         1. All capitalized terms not specifically defined herein shall have the
meaning ascribed to them in the Original Agreement.

         2. Section 1.3.1.3 is hereby amended to read as follows:

                  "1.3.1.3 The sum of Eighty Thousand ($80,000) Dollars; less:".

         3. Section 1.3.4.2 is hereby deleted and Sections 1.3.4 and 1.3.4.1 are
hereby amended to read as follows:

                  "1.3.4 The Purchaser shall pay to the Seller at the Closing an
                  amount equal to the Purchase Price via bank or certified check
                  or by a wire transfer to a bank account  designated in advance
                  by the Seller to the  Purchaser at least two Business Days (as
                  hereinafter defined) prior to the Closing."

         4. Section 1.4 is hereby deleted in its entirely.

         5. Section 5.1 is hereby amended to read as follows:

                C-1



            "5.1 Closing and the Put.

                  5.1.1 Unless this Agreement is first terminated as provided in
                  Section 5.4, and subject to the  satisfaction or waiver of all
                  conditions   to   the   consummation   of   the   transactions
                  contemplated   hereby,   the   closing  of  the   transactions
                  contemplated  hereby (the  "Closing")  shall take place at the
                  offices of Wachtel & Masyr,  LLP,  110 East 59th  Street,  New
                  York, New York 10022 on the eleventh  (11th) day following the
                  date that  notice of the sale  contemplated  herein is sent to
                  the shareholders of the Seller,  pursuant to Section 603(b)(1)
                  of the California  General  Corporation Law; provided however,
                  that the  parties  may agree to extend the  Closing  for up to
                  thirty (30) days.

                  5.1.2  Notwithstanding  anything  in  this  Agreement  to  the
                  contrary,  the Seller may put (the "Put") to the Purchaser the
                  Purchased  Assets for the Purchase Price on the earlier of (a)
                  September  30,  2004 or (b) the date on which the  Seller  has
                  secured the requisite consents of its shareholders to the sale
                  pursuant to the California  General  Corporation  Law. The Put
                  shall be exercised by the Seller giving  written notice to the
                  Purchaser  (as provided in Section 7.8 hereof) and the Closing
                  shall be held at the place provided in Section 5.1.1 hereof on
                  the third Business Day following  notice as to the exercise of
                  the Put or on such other day as the parties  shall  agree.  As
                  used in this Agreement, the term "Business Day" shall mean any
                  day other than a Saturday, a Sunday or a day on which national
                  banks  are  authorized  to close in the City and  State of New
                  York."

         6. The  heading  of Section  5.6 shall be  changed
to read  "Management
Through May 31, 2004."

         7. A new Section 5.6.7 shall be added to read as follows:

                  "5.6.7  Effective June 1, 2004,  this Section 5.6 shall cease,
                  terminate  and have no further  effect except for any payments
                  due to the Purchaser pursuant to Section 5.6.2."

         8. A new Section 5.7 shall be added to read as follows:

            "5.7 Management Effective June 1, 2004.

                  5.7.1  Effective June 1, 2004, the Purchaser shall assume full
                  responsibility for all of the Seller's customers.

                  5.7.2  Effective  June  1,  2004,  as  compensation   for  the
                  Purchaser's  services under this management  arrangement,  the
                  Purchaser  shall be entitled to the full  economic  benefit of
                  any sale to a customer of the Company.

                C-2





         9. The Purchaser  acknowledges advice from the Seller that, in addition
to seeking  shareholders' consent to the sale herein, the Seller is also seeking
shareholders'  consent to its reincorporation in the State of Delaware and that,
assuming such shareholders'  consent is obtained,  the reincorporation  shall be
implemented by the merger of the Seller with and into a wholly-owned  subsidiary
to be named PerfectData (Delaware) Inc. (the "Successor Corporation"),  the name
of which  subsidiary will be changed to PerfectData  Corporation.  The Purchaser
agrees that, if such reincorporation  occurs prior to the Closing, the Successor
Corporation  shall  succeed to all of the rights and  obligations  of the Seller
hereunder  and may,  at its  option,  deliver  a  certificate  from the State of
Delaware, not the State of California,  in order to comply with Section 5.2.3 of
the Original Agreement.

         10. Except as specifically modified herein and as modified by the First
Amendment, the Original Agreement shall not be modified and shall remain in full
force and effect.

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

                                         PURCHASER:
                                         Spray Products Corporation


                                         By: /s/ Bart Bastian
                                         Name:   Bart Bastian
                                         Title:  President



                                         SELLER:
                                         PerfectData Corporation


                                         By: /s/ Harris A. Shapiro
                                         Name:   Harris A. Shapiro
                                         Title:  Chairman of the Board and Chief
                                                 Executive Officer

               C-3




                                                                      Appendix D

              CALIFORNIA GENERAL CORPORATION LAW SECTIONS 1300-1312

1300.

         (a) If the  approval  of the  outstanding  shares  (Section  152)  of a
corporation is required for a reorganization  under  subdivisions (a) and (b) or
subdivision  (e) or (f) of Section 1201,  each  shareholder  of the  corporation
entitled  to  vote on the  transaction  and  each  shareholder  of a  subsidiary
corporation in a short-form merger may, by complying with this chapter,  require
the  corporation in which the  shareholder  holds shares to purchase for cash at
their fair market value the shares owned by the shareholder which are dissenting
shares as defined in subdivision  (b). The fair market value shall be determined
as of the day  before  the  first  announcement  of the  terms  of the  proposed
reorganization or short-form merger,  excluding any appreciation or depreciation
in consequence of the proposed action, but adjusted for any stock split, reverse
stock split, or share dividend which becomes effective thereafter.

         (b) As used in this chapter, "dissenting share" means shares which come
within all of the following descriptions:

            (1)  Which  were  not  immediately  prior to the  reorganization  or
short-form  merger  either  (A)  listed  on  any  national  securities  exchange
certified by the Commissioner of Corporations  under  subdivision (o) of Section
25100 or (B) listed on the National  Market  System of the NASDAQ Stock  Market,
and the  notice  of  meeting  of  shareholders  to act upon  the  reorganization
summarizes  this  section and  Sections  1301,  1302,  1303 and 1304;  provided,
however,  that this provision does not apply to any shares with respect to which
there exists any  restriction on transfer  imposed by the  corporation or by any
law or regulation; and provided,  further, that this provision does not apply to
any class of shares  described in subparagraph (A) or (B) if demands for payment
are filed with  respect to 5 percent or more of the  outstanding  shares of that
class.

            (2) Which  were  outstanding  on the date for the  determination  of
shareholders  entitled to vote on the  reorganization  and (A) were not voted in
favor of the  reorganization  or, (B) if described in subparagraph (A) or (B) of
paragraph  (1) (without  regard to the provisos in that  paragraph),  were voted
against the  reorganization,  or which were held of record on the effective date
of a short-form  merger;  provided,  however,  that subparagraph (A) rather than
subparagraph  (B) of this  paragraph  applies  in any case  where  the  approval
required by Section 1201 is sought by written consent rather than at a meeting.

            (3)  Which  the  dissenting   shareholder   has  demanded  that  the
corporation  purchase at their fair market  value,  in  accordance  with Section
1301.

            (4) Which the dissenting  shareholder has submitted for endorsement,
in accordance with Section 1302.

         (c) As used in  this  chapter,  "dissenting  shareholder"  means  the
recordholder of dissenting shares and includes a transferee of record.

                D-1



1301.

         (a)  If,  in  the  case  of a  reorganization,  any  shareholders  of a
corporation  have a  right  under  Section  1300,  subject  to  compliance  with
paragraphs (3) and (4) of subdivision (b) thereof, to require the corporation to
purchase  their  shares  for  cash,  such  corporation  shall  mail to each such
shareholder a notice of the approval of the  reorganization  by its  outstanding
shares (Section 152) within 10 days after the date of such approval, accompanied
by a copy of Sections 1300,  1302,  1303, 1304 and this section,  a statement of
the price  determined by the  corporation  to represent the fair market value of
the dissenting  shares,  and a brief description of the procedure to be followed
if the  shareholder  desires to  exercise  the  shareholder's  right  under such
sections.  The statement of price  constitutes  an offer by the  corporation  to
purchase at the price stated any dissenting shares as defined in subdivision (b)
of Section  1300,  unless  they lose their  status as  dissenting  shares  under
Section 1309.

         (b) Any  shareholder  who has a right to  require  the  corporation  to
purchase  the  shareholder's  shares for cash  under  Section  1300,  subject to
compliance with  paragraphs (3) and (4) of subdivision D-1 (b) thereof,  and who
desires the  corporation to purchase such shares shall make9 written demand upon
the  corporation  for the purchase of such shares and payment to the shareholder
in cash of their fair market value.  The demand is not effective for any purpose
unless it is received by the  corporation or any transfer agent thereof.  (1) in
the  case  of  shares  described  in  clause  (i) or (ii)  of  paragraph  (1) of
subdivision  (b) of  Section  1300  (without  regard  to the  provisos  in  that
paragraph),  not later than the date of the  shareholders'  meeting to vote upon
the  reorganization,  or (2) in any other case  within 30 days after the date on
which  the  notice  of  the  approval  by the  outstanding  shares  pursuant  to
subdivision  (a) or the notice  pursuant to subdivision  (i) of Section 1110 was
mailed to the shareholder.

         (c) The demand  shall  state the number and class of the shares held of
record by the  shareholder  which the  shareholder  demands that the corporation
purchase and shall contain a statement of what such shareholder claims to be the
fair market value of those shares as of the day before the  announcement  of the
proposed reorganization or short-form merger. The statement of fair market value
constitutes an offer by the shareholder to sell the shares at such price.

1302.

         Within 30 days after the date on which  notice of the  approval  by the
outstanding shares or the notice pursuant to subdivision (i) of Section 1110 was
mailed to the  shareholder,  the shareholder  shall submit to the corporation at
its principal office or at the office of any transfer agent thereof,

         (a)  if the  shares  are  certificated  securities,  the  shareholder's
certificates  representing  any shares  which the  shareholder  demands that the
corporation purchase, to be stamped or endorsed with a statement that the shares
are  dissenting  shares  or to be  exchanged  for  certificates  of  appropriate
denomination so stamped or endorsed or

                D-2



         (b) if the shares are uncertificated securities,  written notice of the
number of shares which the shareholder  demands that the  corporation  purchase.
Upon  subsequent  transfers  of  the  dissenting  shares  on  the  books  of the
corporation,  the new certificates,  initial  transaction  statement,  and other
written  statements  issued therefor shall bear a like statement,  together with
the name of the original dissenting holder of the shares.

1303.

         (a) If the corporation  and the  shareholder  agree that the shares are
dissenting  shares  and  agree  upon the  price of the  shares,  the  dissenting
shareholder  is entitled to the agreed price with interest  thereon at the legal
rate on judgments from the date of the agreement. Any agreements fixing the fair
market value of any dissenting shares as between the corporation and the holders
thereof shall be filed with the secretary of the corporation.

         (b)  Subject to the  provisions  of Section  1306,  payment of the fair
market value of dissenting  shares shall be made within 30 days after the amount
thereof has been  agreed or within 30 days after any  statutory  or  contractual
conditions to the reorganization  are satisfied,  whichever is later, and in the
case of  certificated  securities,  subject  to  surrender  of the  certificates
therefor, unless provided otherwise by agreement.

1304.

         (a) If the corporation denies that the shares are dissenting shares, or
the corporation and the shareholder  fail to agree upon the fair market value of
the shares, then the shareholder demanding purchase of such shares as dissenting
shares or any interested corporation,  within six months after the date on which
notice  of the  approval  by the  outstanding  shares  (Section  152) or  notice
pursuant to subdivision (i) of Section 1110 was mailed to the  shareholder,  but
not thereafter,  may file a complaint in the superior court of the proper county
praying the court to determine  whether the shares are dissenting  shares or the
fair  market  value of the  dissenting  shares or both or may  intervene  in any
action pending on such a complaint.

         (b) Two or more  dissenting  shareholders  may join as plaintiffs or be
joined as  defendants  in any such  action and two or more such  actions  may be
consolidated.  (c) On the trial of the  action,  the court shall  determine  the
issues.  If the status of the shares as dissenting shares is in issue, the court
shall first  determine  that issue.  If the fair market value of the  dissenting
shares is in issue,  the court  shall  determine,  or shall  appoint one or more
impartial appraisers to determine, the fair market value of the shares.

1305.

         (a) If the court  appoints  an  appraiser  or  appraisers,  they  shall
proceed forthwith to determine the fair market value per share.  Within the time
fixed by the court, the appraisers, or a majority of them, shall make and file a
report in the office of the clerk of the court.  Thereupon, on the motion of any
party,  the  report  shall be  submitted  to the  court and  considered  on such
evidence  as the  court  considers  relevant.  If the  court  finds  the  report
reasonable,  the court may  confirm  it.

                D-3




         (b) If a majority of the  appraisers  appointed fail to make and file a
report within 10 days from the date of their  appointment or within such further
time as may be allowed by the court or the report is not confirmed by the court,
the court shall determine the fair market value of the dissenting shares.

         (c)  Subject to the  provisions  of  Section  1306,  judgment  shall be
rendered  against the  corporation  for  payment of an amount  equal to the fair
market value of each  dissenting  share  multiplied  by the number of dissenting
shares which any dissenting  shareholder  who is a party, or who has intervened,
is entitled to require the corporation to purchase, with interest thereon at the
legal rate from the date on which judgment was entered.

         (d) Any such  judgment  shall be  payable  forthwith  with  respect  to
uncertificated  securities  and, with respect to certificated  securities,  only
upon the endorsement and delivery to the corporation of the certificates for the
shares described in the judgment. Any party may appeal from the judgment.

         (e) The costs of the action,  including reasonable  compensation to the
appraisers  to be fixed by the court,  shall be assessed or  apportioned  as the
court considers  equitable,  but, if the appraisal  exceeds the price offered by
the  corporation,  the  corporation  shall  pay  the  costs  (including  in  the
discretion of the court  attorneys'  fees, fees of expert witnesses and interest
at the legal rate on judgments  from the date of compliance  with Sections 1300,
1301 and 1302 if the value  awarded by the court for the shares is more than 125
percent of the price offered by the corporation under subdivision (a) of Section
1301).

1306.

         To the extent that the  provisions  of Chapter 5 prevent the payment to
any holders of dissenting  shares of their fair market value,  they shall become
creditors of the  corporation  for the amount thereof  together with interest at
the legal rate on judgments  until the date of payment,  but  subordinate to all
other  creditors  in any  liquidation  proceeding,  such debt to be payable when
permissible under the provisions of Chapter 5.

1307.

         Cash dividends declared and paid by the corporation upon the dissenting
shares  after the date of  approval  of the  reorganization  by the  outstanding
shares  (Section  152) and prior to payment  for the  shares by the  corporation
shall  be  credited  against  the  total  amount  to be paid by the  corporation
therefor.

1308.

         Except as  expressly  limited in this  chapter,  holders of  dissenting
shares continue to have all the rights and privileges  incident to their shares,
until the fair  market  value of their  shares is agreed upon or  determined.  A
dissenting  shareholder  may not  withdraw  a  demand  for  payment  unless  the
corporation consents thereto.

                D-4




1309.

         Dissenting  shares  lose  their  status as  dissenting  shares  and the
holders thereof cease to be dissenting  shareholders and cease to be entitled to
require the  corporation  to purchase  their shares upon the happening of any of
the following:

         (a) The corporation  abandons the  reorganization.  Upon abandonment of
the  reorganization,  the  corporation  shall pay on  demand  to any  dissenting
shareholder  who has initiated  proceedings in good faith under this chapter all
necessary expenses incurred in such proceedings and reasonable attorneys' fees.

         (b)  The  shares  are  transferred   prior  to  their   submission  for
endorsement in accordance  with Section 1302 or are  surrendered  for conversion
into shares of another class in accordance with the articles.

         (c) The dissenting  shareholder  and the  corporation do not agree upon
the status of the shares as dissenting  shares or upon the purchase price of the
shares,  and neither  files a complaint  or  intervenes  in a pending  action as
provided in Section  1304,  within six months  after the date on which notice of
the approval by the outstanding  shares or notice pursuant to subdivision (i) of
Section 1110 was mailed to the shareholder.

         (d) The dissenting  shareholder,  with the consent of the  corporation,
withdraws the shareholder's demand for purchase of the dissenting shares.

1310.

         If litigation is  instituted to test the  sufficiency  or regularity of
the votes of the shareholders in authorizing a  reorganization,  any proceedings
under  Sections 1304 and 1305 shall be suspended  until final  determination  of
such litigation.

1311.

         This chapter,  except Section 1312, does not apply to classes of shares
whose  terms and  provisions  specifically  set  forth the  amount to be paid in
respect to such shares in the event of a reorganization or merger.

1312.

         (a) No shareholder of a corporation  who has a right under this chapter
to demand payment of cash for the shares held by the shareholder  shall have any
right at law or in  equity to  attack  the  validity  of the  reorganization  or
short-form  merger, or to have the reorganization or short-form merger set aside
or rescinded,  except in an action to test whether the number of shares required
to authorize  or approve the  reorganization  have been  legally  voted in favor
thereof;  but any  holder  of  shares  of a class  whose  terms  and  provisions
specifically  set forth the amount to be paid in respect to them in the event of
a reorganization  or short-form merger is entitled to payment in accordance with
those terms and provisions or, if the principal terms of the

                D-5




reorganization  are approved  pursuant to  subdivision  (b) of Section  1202, is
entitled to payment in accordance  with the terms and provisions of the approved
reorganization.

         (b) If one of the parties to a reorganization  or short-form  merger is
directly or indirectly  controlled  by, or under common  control  with,  another
party to the  reorganization  or short-form  merger,  subdivision  (a) shall not
apply to any shareholder of such party who has not demanded  payment of cash for
such  shareholder's  shares  pursuant to this  chapter;  but if the  shareholder
institutes any action to attack the validity of the reorganization or short-form
merger  or to  have  the  reorganization  or  short-form  merger  set  aside  or
rescinded, the shareholder shall not thereafter have any right to demand payment
of cash for the shareholder's  shares pursuant to this chapter. The court in any
action attacking the validity of the  reorganization  or short-form merger or to
have the  reorganization  or short-form  merger set aside or rescinded shall not
restrain  or enjoin the  consummation  of the  transaction  except upon 10 days'
prior  notice to the  corporation  and upon a  determination  by the court  that
clearly no other remedy will adequately  protect the complaining  shareholder or
the class of shareholders of which such shareholder is a member.

         (c) If one of the parties to a reorganization  or short-form  merger is
directly or indirectly  controlled  by, or under common  control  with,  another
party to the  reorganization  or short-form  merger, in any action to attack the
validity  of  the   reorganization   or   short-form   merger  or  to  have  the
reorganization  or short-form  merger set aside or  rescinded,  (1) a party to a
reorganization  or  short-form  merger  which  controls  another  party  to  the
reorganization  or  short-form  merger shall have the burden of proving that the
transaction  is just and  reasonable as to the  shareholders  of the  controlled
party,  and (2) a person who controls  two or more  parties to a  reorganization
shall have the burden of proving that the  transaction is just and reasonable as
to the shareholders of any party so controlled.

                D-6



                                                                      Appendix E












                             PERFECTDATA CORPORATION

                              Financial Statements

                             March 31, 2004 and 2003

         (With Independent Registered Accounting Firms' Reports Thereon)

                                       and

                  Related Management's Discussion and Analysis



                E-1




             Report Of Independent Registered Public Accounting Firm


                     SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

PerfectData Corporation
Simi Valley, California

We have audited the  accompanying  balance  sheet as of March 31, 2004,  and the
related  statements of operations,  shareholders'  equity and cash flows for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of PerfectData  Corporation as of
March 31,  2004,  and the results of its  operations  and its cash flows for the
year then ended in conformity with accounting  principles  generally accepted in
the United States of America.

As  discussed  in  Note  2,  the  Company  previously  reflected  the  Company's
operations related to the sale of assets as discontinued operations.  Management
has reassessed the facts and  circumstances  of the  transaction and has revised
the financial statements of the Company's  operations as continuing  operations,
since  the  transaction  did not  met  the  criteria  under  generally  accepted
accounting principles for classification as discontinued operations.  The change
in presentation  had no effect on revenue for the years ended March 31, 2004 and
2003.

SINGER LEWAK GREENBAUM & GOLDSTEIN LLI

Los Angeles, California
May 14, 2004, except for
         The third and fifth
         paragraphs of Note 2,
         as to which the date
         is August 12, 2004



                E-2





             Report of Independent Registered Public Accounting Firm


The Board of Directors and Shareholders
PerfectData Corporation:

We have audited the accompanying statements of operations, shareholders' equity,
and cash flows of PerfectData Corporation (the Company) for the year ended March
31, 2003.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the results of operations and cash flows of PerfectData
Corporation  for the year ended March 31,  2003 in  conformity  with  accounting
principles generally accepted in the United States of America.

As discussed in note 3 to the financial statements, the Company has restated its
statements of operations and cash flows for the year ended March 31, 2003.

/s/     KPMG LLP

Los Angeles, California
May 9, 2003, except for note 3
to the financial statements, which
is as of August 12, 2004



                E-3





                             PERFECTDATA CORPORATION
                                  Balance Sheet
                                 March 31, 2004
                  (Amounts in thousands, except share amounts)

                                     Assets
                                   (Restated)

                                                                                        

Current assets:
   Cash and cash equivalents                                                           $   1,903
   Prepaid expenses and other current assets                                                 192
   Current assets of discontinued operations, net of allowance of $3                          58
                                                                                      ---------------

               Total current assets                                                        2,153

Property and equipment, at cost, net                                                           -
                                                                                      ---------------

Total assets                                                                           $   2,153
                                                                                      ===============

                                            Liabilities
                                             (Restated)
Current liabilities:
   Accounts payable                                                                    $     325
   Accrued compensation                                                                       35
   Other accrued expenses                                                                    113

               Total current liabilities                                                     493
                                                                                      ---------------

Commitments and contingencies (note 8)

Shareholders' equity:
   Preferred stock.  Authorized 2,000,000 shares; none issued                                  -
   Common stock, no par value.  Authorized 10,000,000 shares;
        issued and outstanding 6,209,530                                                  11,258
   Accumulated deficit                                                                    (9,598)
                                                                                      ---------------

               Total shareholders' equity                                                  1,660
                                                                                      ---------------

Total liabilities and shareholders' equity                                             $   2,153
                                                                                      ===============
See accompanying notes to financial statements.


                E-4





                             PERFECTDATA CORPORATION
                            Statements of Operations
                       Years ended March 31, 2004 and 2003
              (Amounts in thousands, except per share information)


                                                                                              

                                                                               2004                 2003
                                                                          ----------------    ------------------
                                                                            (Restated)           (Restated)

Net sales                                                                   $  2,680                     2,005
Cost of goods sold                                                             1,777                     1,326
         Gross profit                                                            903                       679

Selling, general, and administrative expenses                                  1,477                     1,358
                                                                          ----------------    ------------------

               Loss from operations                                             (574)                     (679)
                                                                          ----------------    ------------------

Other income:
    Interest, net                                                                  -                         -
    Other, net                                                                    17                        37
                                                                          ----------------    ------------------

               Net Loss                                                     $   (557)                      (642)

Net loss per common share:
   Basic and diluted:                                                       $  (0.09)                     (0.10)

Weighted average shares outstanding:
    Basic and diluted                                                          6,193                      6,159




See accompanying notes to financial statements.

                E-5






                             PERFECTDATA CORPORATION
                       Statements of Shareholders' Equity
                                 (notes 6 and 7)
                       Years ended March 31, 2004 and 2003

                             (Amounts in thousands)


                                                                                                                   

                                                                                                                               Total
                                                                Common Stock                  Accumulated              shareholders'
                                                         -----------------------------------
                                                         Shares              Amount              Deficit                   equity
                                                         ----------------     --------------    ------------------     -------------


Balance at March 31, 2002                                6,159                 $ 11,206            $     (8,399)           $  2,807


    Net loss                                             -                    -                 (642)                          (642)
                                                         ----------------     --------------    ------------------

Balance at March 31, 2003                                6,159                    11,206                  (9,041)             2,165


    Stock Compensation                                   50                             52      -                                52

    Net loss                                             -                    -                 (557)                          (557)
                                                         ----------------     --------------    ------------------


Balance at March 31, 2004                                6,209                 $ 11,258            $     (9,598)         $    1,660
                                                         ================     ==============    ==================   ===============




See accompanying notes to financial statements.


                E-6






                             PERFECTDATA CORPORATION
                            Statements of Cash Flows
                       Years ended March 31, 2004 and 2003
                             (Amounts in thousands)


                                                                                                     

                                                                                       2004               2003
                                                                                   --------------    ----------------
                                                                                    (Restated)         (Restated)
Cash flows from continuing operating activities:
    Net loss                                                                        $      (557)       $     (642)
    Adjustments to reconcile net loss to net cash used
        in operating activities:

            Depreciation and amortization                                          6                             20

            Stock issued for services                                              52                -

            (Increase) decrease in accounts receivable                             (34)                          20

             (Increase) decrease in inventories                                    160                          (34)

            (Increase) decrease in prepaid expenses and other assets               32                (7)

            Increase in accounts payable                                           42                            76

            Increase (decrease) in accrued expenses                                29                           (18)
                                                                                   --------------    ----------------


              Net cash used in continuing operating activities                     (270)                      (585)


              Net decrease in cash and cash equivalents                            (270)                      (585)


Cash and cash equivalents at beginning of year                                     2,173                     2,758

Cash and cash equivalents at end of year                                            $     1,903        $    2,173
                                                                                   ==============    ================





See accompanying notes to financial statements.

                E-7





                             PERFECTDATA CORPORATION

                          Notes to Financial Statements

                             March 31, 2004 and 2003


     (1)  Summary of Significant Accounting Policies

         (a)  Description of Business

              PerfectData   Corporation  (the  Company)  sells  computer  and
              office equipment care and maintenance products.

         (b) Cash and Cash Equivalents

              The Company  considers all highly liquid money market  instruments
              with an  original  maturity  of  three  months  or less to be cash
              equivalents.  At March 31,  2004,  the  Company  had cash and cash
              equivalents of $1,903,000.

         (c) Inventories

              Prior to the APA entered into with Spray,  inventories were stated
              at the lower of cost or market and  consisted  of finished  goods.
              Cost was determined using the first-in, first-out method.

              The Company  transferred all inventory on hand to Spray on October
              31, 2003 pursuant to the APA.

         (d) Financial Instruments

              The  carrying  amounts  related  to  cash  and  cash  equivalents,
              accounts  receivable,  and accounts payable approximate fair value
              due to their relatively short maturity.

         (e) Plant and Equipment

              Plant and equipment are stated at cost.

              Depreciation  on plant  and  equipment  is  calculated  using  the
              straight-line  method  over  the  estimated  useful  lives  of the
              assets.  Leasehold  improvements are amortized  straight line over
              the  shorter of the lease  term or  estimated  useful  life of the
              asset. The estimated useful lives are as follows:

                        Machinery and equipment            3 to 5 years
                        Furniture and fixtures             3 to 5 years
                        Leasehold improvements             Life of lease


                E-8 (continued)




                             PERFECTDATA CORPORATION

                          Notes to Financial Statements

                             March 31, 2004 and 2003

         (f) Revenue Recognition

              The Company  recognizes  revenue when products are shipped and the
              customer takes  ownership and assumes risk of loss,  collection of
              the  relevant  receivable  is probable,  pervasive  evidence of an
              arrangement exists, and the sales price is fixed or determinable.

         (g) Loss per Common Share

              Basic and diluted  loss per common  share is based on the weighted
              average number of shares outstanding during each of the respective
              periods.  Diluted  earnings per share includes the dilutive impact
              of stock options,  warrants,  or other equity instruments.  During
              the years presented herein,  because net losses were incurred, the
              impact  from  such  common  stock  equivalents  was  antidilutive;
              accordingly,  the common stock  equivalents were excluded from the
              calculation.

              The following were excluded from the calculation:

                                   March 31,                 March 31,
                  Options            2004                      2003

                  1985 Plan        10,000                     11,500
                  2000 Plan       183,500                    185,000
                  1999 Options        -                        5,000
                  Warrants         20,000                     20,000


         (h) Income Taxes

              Income  taxes are  accounted  for  under  the asset and  liability
              method. Deferred tax assets and liabilities are recognized for the
              future tax  consequences  attributable to differences  between the
              financial  statement  carrying  amounts  of  existing  assets  and
              liabilities and their  respective tax bases and operating loss and
              tax credit carryforwards.  Deferred tax assets and liabilities are
              measured  using  enacted  tax rates  expected  to apply to taxable
              income  in the  years in which  those  temporary  differences  are
              expected to be  recovered  or settled.  The effect on deferred tax
              assets and  liabilities  of a change in tax rates is recognized in
              income  in the  period  that  includes  the  enactment  date.  The
              realizability  of deferred tax assets is assessed  throughout  the
              year and a valuation allowance is established accordingly.


                E-9 (continued)




                             PERFECTDATA CORPORATION

                          Notes to Financial Statements

                             March 31, 2004 and 2003


         (i) Use of Estimates

              The preparation of the financial statements requires management of
              the Company to make a number of estimates and assumptions relating
              to  the  reported   amount  of  assets  and  liabilities  and  the
              disclosure of contingent assets and liabilities at the date of the
              financial  statements  and the  reported  amounts of revenues  and
              expenses  during the  period.  Significant  items  subject to such
              estimates  and  assumptions  include the  allowance  for  doubtful
              accounts,   inventory  valuation  (prior  to  November  1,  2003),
              deferred income tax asset valuation allowances,  and the estimated
              future operating cash flows from the Company's  long-lived assets.
              Considerable  management  judgment is necessary to estimate future
              operating  cash  flows  as  future  cash  flows  are  impacted  by
              competitive   and  other   factors  that  are   generally  out  of
              management's  control.  Accordingly,  actual  results  could  vary
              significantly from management's estimates.

         (j) Stock-Based Compensation

              The Company applies the intrinsic-value-based method of accounting
              prescribed  by Accounting  Principles  Board (APB) Opinion No. 25,
              Accounting   for  Stock   Issued   to   Employees,   and   related
              interpretations  including FASB  Interpretation No. 44, Accounting
              for  Certain  Transactions   involving  Stock  Compensation,   and
              Interpretation  of APB  Opinion No. 25,  issued in March 2000,  to
              account  for its  fixed-plan  stock  options.  Under this  method,
              compensation  expense is recorded on the date of grant only if the
              current market price of the underlying stock exceeded the exercise
              price.  SFAS No. 123,  Accounting  for  Stock-Based  Compensation,
              established   accounting  and  disclosure   requirements  using  a
              fair-value-based  method of accounting  for  stock-based  employee
              compensation  plans.  As allowed by SFAS No. 123,  the Company has
              elected to continue to apply the  intrinsic-value-based  method of
              accounting  described  above and has adopted  only the  disclosure
              requirements of SFAS No. 123.

              The Company is adopting the disclosure provisions of SFAS No. 148,
              Accounting   for   Stock-Based   Compensation   -  Transition  and
              Disclosure.  Due to the  reduction of the exercise  price of fixed
              stock options through the  cancellation of stock option awards and
              the granting of replacement awards, per FIN No. 44, Accounting for
              Certain Transactions involving Stock Compensation, the Company has
              adopted variable  accounting for the replacement  awards,  per FIN
              No.  28,  Accounting  for  Stock  Appreciation  Rights  and  Other
              Variable Stock Option or Award Plans.


                E-10 (continued)




                             PERFECTDATA CORPORATION

                          Notes to Financial Statements

                             March 31, 2004 and 2003

              The  Company  applies APB  Opinion  No. 25 in  accounting  for its
              employees  and  director  stock  option  plans.  Had  the  Company
              determined  compensation cost based on the fair value at the grant
              date for its stock  options  under SFAS No. 123 and SFAS No.  148,
              the Company's net loss would have been  increased to the pro forma
              amounts  indicated  below.  The fair  value of these  options  was
              estimated   at  the   date  of   grant   using   a   Black-Scholes
              option-pricing  model, assuming a risk-free interest rate of 4.57%
              - 6.26%, a ten-year term, 50% volatility, and $0 expected dividend
              rate.

              (000's, except per share amounts)

                                                                2004        2003

              Net income, as reported                         $ (557) $    (642)
              Deduct total stock-based employee compensation
               expense determined under fair-value-based
               method for all awards, net of tax                ( 27)        (4)
                          Pro forma net income                $ (584) $    (646)

                  Basic and diluted net loss per common share:
                      As reported                             $(0.09) $   (0.10)
                      Pro forma                               $(0.09) $   (0.10)

         (k)  Impairment  of  Long-Lived  Assets  and  Long-Lived  Assets  To Be
              Disposed Of

              SFAS  No.  144  Accounting  for  the  Impairment  or  Disposal  of
              Long-Live Assets provides a single accounting model for long-lived
              assets to be disposed  of. SFAS No. 144 also  changes the criteria
              for  classifying  an asset as held for sale and broadens the scope
              of  businesses  to be disposed of that  qualify for  reporting  as
              discontinued  operations  and  changes  the timing of  recognizing
              losses on such  operations.  The Company  adopted  SFAS No. 144 on
              January 1, 2002.  The  adoption of SFAS No. 144 did not affect the
              Company's financial statements.

              In  accordance  with  SFAS No.  144,  long-lived  assets,  such as
              property,  plant, and equipment, and purchased intangibles subject
              to  amortization,  are reviewed for impairment  whenever events or
              changes in  circumstances  indicate that the carrying amount of an
              asset may not be recoverable.  Recoverability of assets to be held
              and used is measured by a comparison of the carrying  amount of an
              asset to estimated  undiscounted  future cash flows expected to be
              generated by the asset. If the carrying amount of an asset exceeds
              its estimated future cash flows, an


                E-11 (continued)




                             PERFECTDATA CORPORATION

                          Notes to Financial Statements

                             March 31, 2004 and 2003

              impairment  charge  is  recognized  by the  amount  by  which  the
              carrying  amount of the asset exceeds the fair value of the asset.
              Assets to be  disposed  of would be  separately  presented  in the
              balance sheet and reported at the lower of the carrying  amount or
              fair value less costs to sell, and are no longer depreciated.  The
              assets and liabilities of a disposed group  classified as held for
              sale would be presented  separately in the  appropriate  asset and
              liability sections of the balance sheet.

              Prior to the adoption of SFAS No. 144, the Company  accounted  for
              long-lived assets in accordance with SFAS No. 121,  Accounting for
              Impairment of Long-Lived  Assets and for  Long-Lived  Assets to Be
              Disposed Of.

         (l) Recently Issued Accounting Standards

              In June 2002,  the FASB issued SFAS No. 146,  Accounting for Costs
              Associated  with  Exit  or  Disposal  Activities.   SFAS  No.  146
              addresses financial  accounting and reporting for costs associated
              with exit or disposal  activities  and nullifies  Emerging  Issues
              Task Force (EITF) Issue 94-3,  Liability  Recognition  for Certain
              Employee Termination Benefits and Other Costs to Exit an Activity.
              The  provisions  of  this  Statement  are  effective  for  exit or
              disposal  activities  that are initiated  after December 31, 2002,
              with early application encouraged. The adoption of SFAS No. 146 is
              not expected to have a material effect on the Company's  financial
              statements.

(2) Proposed Sale of Business Operations

On October 3, 2003, the Company  entered into an Asset  Purchase  Agreement (the
"APA") with Spray Products Corporation ("Spray"),  pursuant to which the Company
agreed  to  sell  to  Spray  (or a  Spray  affiliate)  substantially  all of the
operating assets of the Company for a price equal to the sum of the value of the
inventory,  collectible  accounts  receivable  and $100,000,  less the amount of
trade payables which are being assumed by Spray.

Since November 1, 2003, Spray had, pursuant to the APA, been acting as a manager
for the fulfillment of orders from the Company's customers.  As compensation for
Spray's services, Spray was receiving a fee of 7 1/2% of net sales. As indicated
in the next paragraph,  as a result of Spray  assuming,  effective as of June 1,
2004,  full  responsibility  for all  customers,  Spray is  entitled to the full
economic  benefit  of any  sale  to a  customer  of the  Company  in lieu of the
foregoing fee.

                E-12 (continued)






                             PERFECTDATA CORPORATION

                          Notes to Financial Statements

                             March 31, 2004 and 2003

Because the Company's  largest  customer had threatened to seek another supplier
because of a supplier's offer of lower prices,  and because of the long delay in
closing the  transaction,  thereby causing  uncertainty for customers and Spray,
the Company and Spray have agreed in principle to the following revisions to the
APA: (1) effective June 1, 2004,  Spray assumed full  responsibility  for all of
the  Company's  customers  in order  to  prevent  possible  losses  of  customer
business; (2) the aforementioned payment of $100,000 will be reduced to $80,000;
and (3) the  Company may put the assets to Spray for the  purchase  price on the
earlier of (a)  September  30,  2004 or (b) the  Company  receiving  shareholder
consent to the sale of Spray.

The Board of Directors, after consultation with certain major shareholders,  had
elected in June  2003,  to sell the  operating  business  assets of the  Company
because,  despite efforts by the Company during the prior fiscal years which had
increased  sales and reduced  expenses,  the Company  continued  to operate at a
loss,  thereby  diluting the Company's cash, which is its major asset. The Board
concluded  that a sale or  liquidation  of the operating  assets was in the best
interests of the Company and its  shareholders  even if no acquisition or merger
was effected.

The Company will seek shareholders' approval of the sale of its operating assets
to Spray by consents in lieu of holding a meeting.

As a result of the  transaction,  as  modified,  with Spray,  the Company has no
operations  and will  thereafter  receive no revenues  until an  acquisition  or
merger is effected.

The Board of Directors of the Company does not intend to liquidate  the Company,
but  instead,  with the Company  having cash or cash  equivalents  currently  in
excess of  $1,500,000,  the Board  intends to continue its search for a suitable
merger or acquisition candidate. Even though the Company has no operations,  the
Company  believes  its  status as a  publicly-traded  company  is  valuable  and
therefore  makes it a viable  merger  candidate.  During the past  three  fiscal
years, the Company had been seeking  acquisitions which have not been related to
its current  business.  The Board was of the  opinion  that  profitability  on a
continuous  basis would not be achieved  absent an acquisition of a new business
or businesses and/or new products. However, the Board can not determine when any
such  acquisition  will be consummated,  if at all.  During recent years,  three
potential  acquisitions  were actively  pursued;  however,  all  terminated  for
different reasons and the Company incurred expenses in connection therewith.

No adjustments  have been made to the financial  statements as a result of these
uncertainties.

(3) Restatement

The Company  previously  reflected the operations related to the sale of certain
assets as  discontinued  operations.  Management  has  reassessed  the facts and
circumstances of the


                E-13 (continued)



                             PERFECTDATA CORPORATION

                          Notes to Financial Statements

                             March 31, 2004 and 2003

transaction  and has revised the financial  statements to include the operations
related to these assets in continuing operations,  since the transaction did not
meet  the  criteria  under   generally   accepted   accounting   principles  for
classification as discontinued operations.  The effect of the restatement on net
sales, cost of sales,  gross profit, net loss, basic and diluted loss per common
share, current assets, total assets, current liabilities,  total liabilities and
total liabilities, shareholders' equity and cash flows from operations as of and
for the year ended March 31, 2004 is as follows:


                                                                                             

                                                             As
                                                         Originally             Restatement
                                                          Reported              Adjustments        Restated

-------------------------------------------------------------------------------------------------------------
Net Sales                                             $            -  $           2,680,000  $     2,680,000
Cost of Sales                                                      -              1,777,000        1,777,000
Gross Profit                                                       -                903,000          903,000
Loss from Continuing Operations                             (916,000)               359,000         (557,000)
Income from Discontinued Operations                          359,000               (359,000)               -
Net Loss                                                    (557,000)                     -         (557,000)

Loss Per Common Share:
  Loss from Continuing Operations                              (0.15)                  0.06            (0.09)
  Income from Discontinued Operations                           0.06                   0.06                -)
                                                               (0.09)                                  (0.09)

Accounts Receivable                                   $            -  $             192,000   $      192,000
Prepaid Expenses and Other Current Assets                     30,000                 28,000           58,000
Current Assets of Discontinued Operations                    220,000               (220,000)               -
Total Assets                                               2,153,000                      -        2,153,000
Accounts Payable                                             126,000                199,000          325,000
Other Accrued Expenses                                        77,000                 56,000          133,000
Current Liabilities of Discontinued Operations               255,000               (255,000)               -
Total Current Liabilities                                    493,000                      -          493,000
Total Liabilities and Shareholders' Equity            $    2,153,000   $                  -  $     2,153,000

Net loss                                              $    (916,000)  $             359,000  $     (557,000)

Accounts Receivable                                                -                (34,000)        (34,000)
Inventories                                                        -                160,000          160,000
Accounts Payable                                              54,000                (12,000)          42,000

Cash Used in Continuing Operating Activities                                        743,000                -
                                                           (743,000)
Cash Provided by Discontinued Operations                    473,000                (473,000)               -
Cash Used in Operating Activities                     $    (270,000)  $                   -  $      (270,000)


                E-14 (continued)





                            PERFECTDATA CORPORATION

                         Notes to Financial Statements

                            March 31, 2004 and 2003

The effect of the  restatement on net sales,  cost of sales,  gross profit,  net
loss, basic and diluted loss per common share and cash flows from operations for
the year ended March 31, 2003 is as follows:


                                                                                            
                                                             As Originally        Restatement
                                                               Reported           Adjustments     As Restated

      --------------------------------------------------------------------------------------------------------
      Net Sales                                            $             - $      2,005,000 $      2,005,000
      Cost of Sales                                                      -        1,326,000        1,326,000
      Gross Profit                                                       -         (679,000)        (679,000)
      Loss from Continuing Operations                             (631,000)         (11,000)        (642,000)
      Loss from Discontinued Operations                            (11,000)          11,000                -
      Net Loss                                                    (642,000)               -         (642,000)

      Loss Per Common Share:
       Loss from Continuing Operations                               (0.10)               -            (0.10)
       Income from Discontinued Operations                                                -
                                                                         -)                                -)
                                                                     (0.10                             (0.10

      Net loss                                             $    (631,000)  $       (11,000)  $     (642,000)

      Accounts Receivable                                                -           20,000           20,000
      Inventories                                                        -                          (34,000)
                                                                                   (34,000)
      Accounts Payable                                           (106,000)          182,000           76,000

      Cash Used in Continuing Operating Activities               (742,000)          742,000                -
      Cash Provided by Discontinued Operations                    157,000         (157,000)                -
      Cash Used in Operating Activities                    $    (585,000)  $              - $      (585,000)


(4) Concentration of Credit Risk

Financial  instruments which potentially  subject the Company to a concentration
of credit risk  principally  consist of cash,  cash  equivalents,  and  accounts
receivable.

As of  March  31,  2004,  the  Company  had  approximately  $1,903,000  of  cash
equivalents  in  two  financial  institutions,  which  exposes  the  Company  to
concentration of credit risk. The Company had approximately  $1,896,000 invested
in highly liquid money market instruments,  which are not federally insured. The
remaining  $7,000 was  deposited  at a bank,  which is  federally  insured up to
$100,000.

                E-15 (continued)



                             PERFECTDATA CORPORATION

                          Notes to Financial Statements

                             March 31, 2004 and 2003

The Company sells its principal  products to a number of customers in the retail
industry.  During  the years  ended  March  31,  2004 and  2003,  two  customers
accounted for more than 10% of net sales. These customers each accounted for 71%
and 47%,  and 13% and 23% in 2004 and 2003,  respectively.  As of March 31, 2004
and 2003,  approximately 78% and 38% of recorded  accounts  receivable were from
two wholesale/discount  merchants.  For the years ended March 31, 2004 and 2003,
sales made to these  customers  amounted to $1,911,000 and $337,000 and $942,000
and $457,000,  respectively. To reduce credit risk, the Company performs ongoing
credit evaluations of its customers' financial conditions but does not generally
require  collateral.  New customers requiring large credit accounts are required
to provide letters of credit.

(5) Inventories

Pursuant to the APA, the Company  transferred  its  inventory on hand at October
31, 2003 to Spray.  Pursuant to this  agreement,  Spray will pay the Company for
the  inventory  at  the  time  of the  close  of the  transaction.  The  Company
reclassified  its  inventory,  with a net book  value of  $28,000,  to assets of
discontinued operations.

(6) Property and Equipment

    Property and equipment at March 31, 2004 consist of:

                   Machinery and equipment                      $        296
                   Furniture and fixtures                                  7
                                                                         303

                   Less accumulated depreciation
                     and amortization                                   (303)
                                                                $          -

(7) Income Taxes

A  reconciliation  of the  federal  statutory  income tax rate to the  effective
income tax rate on loss from continuing operations is as follows:

                E-16 (continued)








                             PERFECTDATA CORPORATION

                          Notes to Financial Statements

                             March 31, 2004 and 2003


                                                                                        

                                                                                      March 31
                                                                                 2004           2003
     Federal statutory rate                                                      34%             34%
     Increase (reductions) in taxes due to:
       State income taxes (net of federal benefit)                                3               6
       Change in valuation allowance                                            (18)             46
       Dividends-received deduction                                               1              (3)
       California net operating loss limitation                                   -              (3)
       Expiration of federal net operating loss                                 (16)            (74)
       Expiration of state net operating loss                                    (4)             -
       Expiration of general business credit                                      -              (3)
       Other                                                                      -              (3)

                                                                                  -%              -%


The tax effects of temporary differences that give rise to a significant portion
of the  deferred  tax assets at March 31,  2004 are  summarized  as follows  (in
thousands):

                           Deferred tax assets (liabilities):
                  Net operating losses                          $ 1,978
                  Inventories                                        13
                  Accrued expenses                                   43
                  Business tax credit carryforwards                  12
                  Other                                              16
                                                                  2,062
                  Less valuation allowance                        2,062
                                                             $        -

At March 31, 2004,  the Company had net operating  loss (NOL)  carryforwards  of
approximately  $5,453,000  and  $2,205,000  for federal  income tax purposes and
California  income tax  purposes,  respectively,  expiring  in  varying  amounts
through  2023.  The NOL  carryforwards,  which are  available  to offset  future
profits  of the  Company  and are  subject  to  limitations  should a "change in
ownership" as defined in the Internal  Revenue Code occur,  will begin to expire
in 2009 if not  utilized.  Additionally,  the Company has general  business  tax
credit  carryforwards  of  approximately  $12,000  which will begin to expire in
2006.

Realization  of the  future  tax  benefits  of the NOL  carryforwards  and other
deferred  tax assets is dependent on the  Company's  ability to generate  future
taxable  income  within the  periods in which they  benefit.  In  assessing  the
likelihood of utilization of existing deferred tax assets, management considered
the historical results of continuing operations over the last three years


                             PERFECTDATA CORPORATION

                          Notes to Financial Statements

                             March 31, 2004 and 2003

and the current economic  environment in which the Company operates.  Management
has  determined  that future taxable income of the Company will more likely than
not be  insufficient  to  realize  the  recorded  net  deferred  tax  assets  of
$2,062,000 and has recorded a valuation allowance of $2,062,000. During the year
ended March 31, 2004, the Company increased the valuation  allowance in deferred
tax assets by $118,000.

(8) Shareholders' Equity

On January 20, 2000, the Company entered into certain agreements with Millennium
Capital  Corporation  (MCC)  and JDK  Associates  Inc.  (JDK).  Pursuant  to the
agreements,  the Company sold  1,333,333  shares of its common stock to MCC, JDK
and certain  other buyers and issued a warrant to purchase  1,800,000  shares of
the Company's  common stock at $2.75 per share,  for aggregate  consideration of
$3,000,000.  In  addition,  under  the  agreements,  MCC  and JDK  will  provide
financial advisory assistance to the Company in searching for and closing future
acquisitions and financings for which they will receive an advisory fee of 5% of
the estimated  purchase price for a future  acquisition which they introduced to
the Company or for additional capital raised in support of future  acquisitions.
The term of this consulting agreement is five years.

Because of the  significance  of these  agreements,  the Company was required to
obtain, and they did obtain on March 31, 2000, shareholder approval. Immediately
thereafter,  the warrant holders exercised warrants to purchase 1,780,000 shares
of common stock, resulting in the issuance on March 31, 2000 of 1,515,406 shares
of common stock.  Accordingly,  on March 31, 2000,  2,848,739 shares were issued
for an aggregate consideration of $3,000,000.

For  financial  reporting   purposes,   the  Company  has  accounted  for  these
transactions as an increase in common stock for $3,000,000,  recorded net of the
applicable  costs.  The future 5%  consulting  fees will be accounted for if and
when occurred.

The  remaining  warrants to purchase  20,000 shares of common stock at $2.75 per
share are outstanding at March 31, 2004.

On July 31, 2003, the Company issued 50,000 shares of the Company's common stock
to the Chairman of the Audit Committee as compensation for his services over the
past three years. The Company has recorded  compensation  expense of $51,500 for
the shares.

The articles of  incorporation  authorize a class of preferred stock issuable in
classes and series with such designations, voting rights, redemption provisions,
dividend rates,  liquidation and conversion  rights,  and other  preferences and
limitations as may be determined by the board of directors.  No preferred  stock
was outstanding at March 31, 2004.

                E-18 (continued)




                             PERFECTDATA CORPORATION

                          Notes to Financial Statements

                             March 31, 2004 and 2003

(9) Stock Option and Bonus Plans

    1985 Stock Option Plan

During  November 1985, the Company adopted the 1985 Stock Option Plan (the "1985
Plan")to grant incentive and nonqualified  stock options to officers,  directors
and key employees of the Company for the purchase of up to 500,000 shares of the
Company's  common  stock.  Under the 1985 Plan,  options  were granted at prices
equal to or greater than fair market value at date of grant. The shares, subject
to various  limitations,  are exercisable over terms not to exceed ten years. No
options  were granted  during the three years ended March 31,  2004.  Options to
purchase a total of 377,750 shares were exercised  through March 31, 2004,  with
an option to purchase 10,000 shares left outstanding. The 1985 Plan has expired;
therefore, no additional options can be issued under its terms.

On March 31, 2003, an employee of the Company was  terminated who was previously
granted an option to purchase 1,500 shares of common stock at $2.0625 per share.
As the terminated  employee had 90 days to exercise,  the option was outstanding
as of March 31, 2003. The option subsequently expired unexercised.

Activity under the 1985 Plan is summarized as follows:

                                                                    Weighted
                                              Number of              average
                                               shares             exercise price

Options outstanding at March 31, 2002          11,500            $        1.3017
Options canceled                                    -                          -

Options outstanding at March 31, 2003          11,500                     1.3017

Options canceled                               (1,500)                    2.0625

Option outstanding at March 31, 2004           10,000            $        1.1877

The weighted average remaining  contractual life of the outstanding  options was
approximately 1.3 years at March 31, 2004.

                E-19 (continued)





                             PERFECTDATA CORPORATION

                          Notes to Financial Statements

                             March 31, 2004 and 2003

1999 Options

On April 28, 1999, the board of directors  authorized the granting of options or
warrants to purchase up to an  aggregate  of 100,000  shares of common  stock to
directors, employees, or consultants. The options or warrants were to be sold to
the grantee at $0.05 per share,  to have an  exercise  price of $1.56 per share,
and to have a  three-year  term from the  respective  date of grant.  Options to
purchase  a total of 24,000  shares  were  exercised  through  March  31,  2004.
Activity for these options and warrants is summarized as follows:

                                                                     Weighted
                                                   Number of    average exercise
                                                     Shares                price

Options outstanding at March 31, 2002                13,000    $      1.56
Canceled                                             (8,000)          1.56

Options outstanding at March 31, 2003                 5,000           1.56
Canceled                                             (5,000)          1.56

Options outstanding at March 31, 2004                    -      $        -

2000 Stock Option Plan

On May 22, 2000, the Company's board of directors  adopted the Stock Option Plan
of 2000 of  PerfectData  Corporation  (the "2000 Plan")  which  provides for the
granting of options to directors,  officers,  employees,  and consultants of the
Company.  The Company's board of directors  reserved  1,000,000 shares of common
stock  under the 2000  Plan.  On  September  7,  2000,  the  Company's  board of
directors  amended the 2000 Plan to reserve an  additional  1,000,000  shares of
common stock. On October 19, 2000, the  shareholders of the Company approved the
2000 Plan and ratified options previously granted.

Options  granted  under the 2000 Plan  shall be at a price no less than the fair
market  value  of the  common  stock  on the  date of  grant  or in the  case of
nonqualified  stock  options at a price equal to or greater than 85% of the fair
market  value on the date of  grant.  Options  granted  under  the 2000 Plan are
exercisable  at various  times as  determined  by the board of  directors or its
designee.

On October 31,  2001,  the Company  granted  options to purchase an aggregate of
10,000  shares of common  stock at $3.43 per  share to  various  employees.  The
option price was equal to the fair market value at the time of grant. All of the
options described were to become exercisable in


                E-20 (continued)




                             PERFECTDATA CORPORATION

                          Notes to Financial Statements

                             March 31, 2004 and 2003

four substantially equal installments,  commencing with the first anniversary of
the respective date of grant.

On June 15, 2002,  the Company  granted an option to purchase  10,000  shares of
common stock at $1.60 per share to each of the five directors.  The option price
was  equal to 120% of the fair  market  value at the time of  grant.  All of the
options  described  were to  become  exercisable  in three  substantially  equal
installments,  commencing  with the first  anniversary of the respective date of
grant.

On September 17, 2002,  the board of directors  canceled the options  granted on
March 31, 2000 to each  director  pursuant  to the 2000 Plan to purchase  25,000
shares of common  stock at $18.50 per share and those  granted on  September  7,
2000 to purchase  25,000 shares of the common stock at $4.63 per share.  None of
the options to purchase an aggregate of 250,000 shares were exercised.

On September 26, 2002, the Company  granted an option to purchase  25,000 shares
of  common  stock at $1.00  per  share to each of the five  directors.  The fair
market  value of the stock on the date  shareholder  approval  was  obtained was
below  the  exercise  price.  All  of  the  options  described  were  to  become
exercisable in three substantially equal installments, commencing with the first
anniversary  of the  respective  date of grant.  In accordance  with FIN 44, the
Company  has  adopted  variable  accounting  for these  replacement  awards.  No
compensation  expense has been  recognized in the financial  results as the fair
market value has not exceeded the exercise price.

On March 31, 2003, an employee of the Company was  terminated who was previously
granted an option to purchase  1,500  shares of common stock at $3.43 per share.
As the terminated  employee had 60 days to exercise,  the option was outstanding
as of March 31, 2003. The option subsequently expired unexercised.

Activity under the 2000 Plan is summarized as follows:



                E-21 (continued)





                             PERFECTDATA CORPORATION

                          Notes to Financial Statements

                             March 31, 2004 and 2003

                                                                        Weighted
                                                     Number of  average exercise
                                                       shares              price

Options outstanding at March 31, 2002                  260,000        $    11.25

Options granted                                        175,000              1.17

Options canceled                                      (250,000)            10.97

Options outstanding at March 31, 2003                  185,000              1.29

Options canceled                                        (1,500)             3.43

Options outstanding at March 31, 2004                  183,500        $     1.28

As of March 31,  2004,  options to purchase  62,584  shares of common  stock are
exercisable  at a weighted  average  exercise  price of $1.325.  As of March 31,
2004, 1,816,500 shares were available for future grants.

The  following  table  summarizes  in  more  detail  information  regarding  the
Company's stock options outstanding under the 2000 Plan at March 31, 2004:

                         
                                      Weighted Average                      Weighted Average
Exercise       Outstanding               Remaining            Exercise        Remaining
   Price        Options               Contractual Life         Options      Contractual Life

$1.00          125,000                  7.6                    41,667           7.6
$1.60           50,000                  8.3                    16,667           8.3
$3.43            8,500                  8.5                     4,250           8.5

Total          183,500                  8.4                    62,584           8.4

                E-22 (continued)






                             PERFECTDATA CORPORATION

                          Notes to Financial Statements

                             March 31, 2004 and 2003

(10)     Commitments

The Company leases office space under a six-month lease that expires October 15,
2004.  The Company had  previously  leased a facility  under an operating  lease
which expired June 20, 2003. The Company continued to occupy the facility, along
with a subtenant to whom the Company sublet warehouse space, on a month-to-month
basis until October 31, 2003.

Rental expense,  net of sublease income,  was $50,000 and $100,000 for the years
ended March 31, 2004 and 2003, respectively.


                E-23




Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

Proposed Sale of Business Operations

         As previously reported, on October 3, 2003, the Company entered into an
Asset Purchase Agreement (the "APA") with Spray Products Corporation  ("Spray"),
pursuant  to which the  Company  agreed to sell to Spray (or a Spray  affiliate)
substantially  all of the  operating  assets of the Company for a price equal to
the sum of the  value of the  inventory,  collectible  accounts  receivable  and
$100,000, less the amount of trade payables which are being assumed by Spray.

         Since November 1, 2003, Spray had,  pursuant to the APA, been acting as
a  manager  for the  fulfillment  of orders  from the  Company's  customers.  As
compensation  for Spray's  services,  Spray was receiving a fee of 7 1/2% of net
sales.  As a result of the management  arrangement  with Spray,  the Company has
moved to a smaller facility and reduced its staff,  thereby reducing its ongoing
overhead  expenses.  As  indicated in the next  paragraph,  as a result of Spray
assuming,  effective as of June 1, 2004, full  responsibility for all customers,
Spray is entitled to the full economic benefits of any sale to a customer of the
Company in lieu of the foregoing fee.

         Because the Company's  largest  customer had threatened to seek another
supplier because of a supplier's offer of lower prices,  and because of the long
delay in closing the transaction,  thereby causing uncertainty for customers and
Spray,  the  Company  and  Spray  had  agreed  in  principle,  and  subsequently
formalized  the agreements in writing by a Second  Amendment  dated as of August
12, 2004,  to the following  revisions to the APA: (1)  effective  June 1, 2004,
Spray assumed full responsibility for all of the Company's customers in order to
prevent possible losses of customer business;  (2) the aforementioned payment of
$100,000  will be reduced to $80,000;  and (3) the Company may put the assets to
Spray for the purchase price on the earlier of (a) September 30, 2004 or (b) the
Company receiving shareholder consent to the sale of Spray

         The  Board  of  Directors,   after   consultation  with  certain  major
shareholders,  had elected in June 2003 to sell the operating business assets of
the Company  because,  despite  efforts by the Company  during the prior  fiscal
years which had increased sales and reduced  expenses,  the Company continued to
operate at a loss,  thereby  diluting  the  Company's  cash,  which is its major
asset.  The Board  concluded that a sale or liquidation of the operating  assets
was in the  best  interests  of the  Company  and  its  shareholders  even if no
acquisition or merger (including the then pending transaction with SuperCom) was
effected.

         The  Company  will  seek  shareholders'  approval  of the  sale  of its
operating assets to Spray by consents in lieu of holding a meeting.  A condition
precedent  under the APA to closing  the  transaction  was,  prior to the Second
Amendment to the APA, that the Company obtain the approval of its  shareholders,
which is the purpose of this  consent  solicitation.  If, on the other hand,  as
permitted by the Second Amendment to the APA and the California statute, the put
by the Company to Spray is exercised as of September 30, 2004, a closing is held
and  shareholders'  approval is not  thereafter  obtained,  the parties would be
required  to  rescind  the  transaction.   However,   in  view  of  management's
discussions  with major  shareholders  in June 2003,  as reported in the section
"Terms of Sale" under the caption "Proposed Sale  Transaction,"  management does
not believe that rescission is likely to be required.


                E-24




         As a result of the  transaction,  as modified,  with Spray, the Company
has no operations and will  thereafter  receive no revenues until an acquisition
or merger is effected, as to which and when there can be no assurance.

Efforts to Seek Another Merger or Acquisition Candidates

         As previously  reported,  on July 2, 2003, the Company entered into the
Merger Agreement and related agreements with SuperCom,  an Israeli  corporation,
culminating the negotiations which had begun in April 2003.  SuperCom is engaged
in the research, development and marketing of advanced technologies and products
for  government  secured ID projects and smart card  production  technology.  On
January 20, 2004,  the Company  reported  that the Merger  Agreement and related
agreements had terminated.

         The Board of Directors of the Company does not intend to liquidate  the
Company, but instead, with the Company having cash or cash equivalents currently
in excess of $1,500,000, the Board intends to continue its search for a suitable
merger or acquisition candidate. Even though the Company has no operations,  the
Company  believes  its  status as a  publicly-traded  company  is  valuable  and
therefore makes it a viable merger candidate. During the past four fiscal years,
the Company had been  seeking  acquisitions  which have not been  related to its
current  business.  The  Board  was  of  the  opinion  that  profitability  on a
continuous  basis would not be achieved  absent an acquisition of a new business
or businesses and/or new products. However, the Board can not determine when any
such  acquisition  will be consummated,  if at all.  During recent years,  three
potential acquisitions (including SuperCom) were actively pursued;  however, all
terminated for different reasons and the Company incurred expenses in connection
therewith.

Critical Accounting Policies

         Management  believes  that  the  following   discussion  addresses  the
Company's  most  critical  accounting  policy,  which is most  important  to the
portrayal of the Company's  financial  condition  and results,  and requires the
most difficult,  subjective and complex judgments, often as a result of the need
to make  estimates  about the effect of matters that are  inherently  uncertain.
Prior to November 1, 2003,  the date on which Spray assumed  responsibility  for
fulfillment  of customer  orders,  management  also included a discussion of its
evaluation of inventory as a critical accounting policy on an on-going basis.

Revenue Recognition:

         The  Company  recognizes  revenue  when  products  are  shipped and the
customer  takes  ownership and assumes risk of loss,  collection of the relevant
receivable is probable,  pervasive  evidence of an arrangement  exists,  and the
sales price is fixed or determinable.

Allowance for Doubtful Accounts:

         The Company evaluates the collectibility of its accounts receivable and
provides an  allowance  for  estimated  losses  that may result from  customers'
inability to pay.  The amount of the reserve is  determined  by analyzing  known
uncollectible accounts, aged receivables and

                E-25




customers'   credit-worthiness.   Amounts  later   determined  and  specifically
identified to be uncollectible are written off against the allowance.

Results of Operations

         Net sales in fiscal 2004 increased $675,000, or 34%, to $2,680,000 from
net sales of $2,005,000 in fiscal 2003. The increased  sales in fiscal 2004 were
a result of an increase in sales volume with the Company's  existing  customers.
Spray's management of the fulfillment of orders from the Company's customers, as
described under the caption "Proposed Sale of Business Operations" had no effect
on the increased sales in fiscal 2004.

         Cost of Goods Sold  ("Costs") as a percentage  of net sales was 66% for
fiscal 2004 and 2003, respectively.  Even though the Company incurred additional
costs in fiscal 2004  related to the  interim  management  fee for Spray,  these
costs were offset by the reduction in overhead expenses when the Company reduced
its staff,  as well as the savings in freight  expense  when orders were shipped
directly from Spray to the Company's customers. All the Costs in fiscal 2004 and
2003 related to discontinued operations.

         Selling,  General and Administrative  Expenses  ("Expenses") for fiscal
2004 and 2003 were  $1,477,000  and  $1,358,000,  respectively.  The increase in
Expenses in fiscal 2004 directly  related to costs  associated with the SuperCom
transaction,  as well as severance pay and related taxes paid to employees whose
employment was terminated when the Company  transferred its order fulfillment to
Spray.  These costs were  partially  offset by a reduction in facility  expenses
when the  Company  transferred  its  order  fulfillment  to Spray and moved to a
smaller facility.  An aggregate of $226,000 in Expenses relating to the SuperCom
transaction  were  incurred  in fiscal  2004 and an  aggregate  of  $115,000  in
Expenses  relating to an aborted  transaction  were incurred in fiscal 2003. See
the  section   "Terminated   Acquisitions"  under  the  caption  "Proposed  Sale
Transaction" elsewhere in this Consent Solicitation  Statement. In addition, the
Company recorded  compensation  expense of $51,500 in fiscal 2004 related to the
50,000 shares of the  Company's  Common Stock issued to the then Chairman of the
Audit Committee for his services as such.

         Other Income from  continuing  operations  for fiscal 2004 and 2003 was
primarily dividend income of $17,000 and $37,000, respectively.

         The decreased net loss in fiscal 2004 directly related to the increased
sales partially offset by the increase in Expenses, as described above.

Liquidity and Capital Resources

         The Company's cash and cash  equivalents  decreased  $270,000 in fiscal
2004. The decrease resulted from cash used in operating  activities of $270,000.
The cash used in operating  activities  was primarily the result of the net loss
of  $557,000,  partially  offset by a  decrease  in  inventories,  as well as an
increase in accounts payable and accrued expenses.

         The Company had a current ratio of better than 4 to1 at fiscal year end
and no long-term debt.

                E-26




         As a result of the continuing negative cash flows from operations,  the
Company is dependent on the  proceeds  from its March 2000 private  placement in
order to meet its payable  requirements.  On March 31, 2000,  certain  investors
(including two of the current directors) purchased from the Company an aggregate
of  1,333,333  shares of the  Common  Stock at $2.25  per share or an  aggregate
purchase price of $2,999,999. The net proceeds approximated $2,895,000.  Because
all of such funds were not required for operations, the funds deemed excess were
invested in a working  capital  management  account with Merrill Lynch,  Pierce,
Fenner & Smith  Incorporated  ("Merrill  Lynch").  As  reported in Note 3 to the
Financial  Statements  in this  Report,  as of March 31,  2004,  the Company had
approximately  $1,903,000 of cash  equivalents  in two  financial  institutions,
which exposes the Company to a concentration of credit risk. The Company had, as
of that date,  approximately  $1,896,000  invested in highly liquid money market
instruments with Merrill Lynch, which are not federally  insured.  The remaining
$7,000 was deposited at a bank, which is federally insured up to $100,000.

         The Company  believes  that,  as a result of the cash  described in the
preceding  paragraph,  the  Company's  working  capital is  adequate to fund its
operations and its  requirements for the fiscal year ending March 31, 2005 while
seeking a suitable merger and acquisition candidate.

         At March 31,  2004,  the  Company  had net  operating  loss and general
business  tax credit carry  forwards  for income tax  purposes of  approximately
$5,453,000  and  $12,000,  respectively,  available to reduce  future  potential
Federal income taxes.

                E-27




                             PERFECTDATA CORPORATION

                              Financial Statements

                             June 30, 2004 and 2003

                                   (unaudited)

                                       and

                  Related Management's Discussion and Analysis






                             PERFECTDATA CORPORATION
                                  Balance Sheet
                                   (Unaudited)
                   (Amounts in thousands except share amounts)

                                                                                  

                                                                                         June 30,
                                                                                           2004
                                                                                --------------------
                                     Assets
Current assets:

  Cash and cash equivalents                                                     $         1,875

  Accounts receivable, net of allowance of $3                                               134

  Prepaid expenses and other current assets                                                  90
                                                                                --------------------


           Total current assets                                                           2,099


Property, plant and equipment, at cost, net                                                  -
                                                                                --------------------
                                                                                          $
                                                                                         2,099
                                                                                 ====================

                                   Liabilities
Current liabilities:


  Accounts payable                                                              $          452

  Accrued compensation                                                                      26

  Other accrued expenses                                                                   115
                                                                                --------------------


          Total current liabilities                                                        593
                                                                                --------------------

Shareholders' equity:
  Preferred Stock.  Authorized 2,000,000

    shares; none issued                                                                      -
  Common Stock, no par value.  Authorized
    10,000,000 shares; issued and

    outstanding 6,209,530 shares                                                        11,258
  Accumulated deficit                                                                   (9,752)
                                                                                --------------------


         Total shareholders' equity                                             --------------------


Total liabilities and shareholders' equity                                      $        2,099
                                                                                ====================




See accompanying notes to financial statements.

                F-2





                             PERFECTDATA CORPORATION
                            Statements of Operations
                                   (Unaudited)
              (Amounts in thousands, except per share information)



                                                                                             

                                                                           Three Months Ended June 30,
                                                                            2004                   2003
                                                                    --------------------- -- -----------------

Net Sales                                                                     $   632        $     725
Cost of goods sold                                                                570              470
                                                                    ---------------------    -----------------
                 Gross profit                                                      62              255

Selling, general, and administrative expenses                                     219              354
                                                                    ---------------------    -----------------

                 Loss from operations                                            (157)             (99)
                                                                    ---------------------    -----------------

Other income:
          Interest, net                                                            -                 -
          Other, net                                                               3                 5
                                                                    ---------------------    -----------------

                 Net loss                                                    $  (154)        $     (94)
                                                                    =====================    =================


Net loss per common share:
    Basic and diluted                                                      $   (0.02)        $   (0.02)
                                                                    =====================    =================


Weighted average shares outstanding:
    Basic and diluted                                                          6,209             6,159




See accompanying notes to financial statements.

                F-3





                             PERFECTDATA CORPORATION
                            Statements of Cash Flows
                                   (Unaudited)
                             (Amounts in thousands)


                                                                                                                    

                                                                                          Period Ended June 30,
                                                                            2004                                        2003

Cash flows from operating activities:
    Net loss                                                            $    (154)                              $        (94)
    Adjustments to reconcile net loss to net cash used
        in operating activities:
    Depreciation and amortization                                               -                                          5
    Decrease in accounts receivable                                            58                                         40

    Decrease in inventory                                                       -                                         80
    Increase in prepaid expenses and other assets                             (32)                                       (14)
    Increase (decrease) in accounts payable                                   127                                        (98)
    Increase (decrease) in accrued expenses                                   (27)                                        21
                                                                       ----------------                            ----------------

           Net cash used in operating activities                              (28)                                       (60)
                                                                       ----------------                            ----------------

           Net decrease in cash and cash equivalents                          (28)                                       (60)

                                                                            1,903                                      2,173
                                                                       ----------------                            ----------------

Cash and cash equivalents at end of period                              $   1,875                                    $ 2,113
                                                                       ================                            ================


See accompanying notes to financial statements.

                F-4



                             PERFECTDATA CORPORATION
                          Notes to Financial Statements

1. All adjustments  included in the financial statements in this Report are of a
normal  recurring  nature  and are  necessary  to present  fairly the  Company's
financial  position as of June 30, 2004 and the  results of its  operations  and
cash  flows for the three  months  ended  June 30,  2004 and  2003.  Results  of
operations for the interim periods are not necessarily  indicative of results of
operations  for a full year due to external  factors that are beyond the control
of the Company.  This Report  should be read in  conjunction  with the Company's
Annual  Report on Form 10-KSB for the fiscal year ended March 31, 2004  ("Annual
Report 2004").

2. Proposed Sale of Business Operations

         On  October  3,  2003,  the  Company  entered  into an  Asset  Purchase
Agreement (the "APA") with Spray  Products  Corporation  ("Spray"),  pursuant to
which the Company agreed to sell to Spray (or a Spray  affiliate)  substantially
all of the  operating  assets of the Company for a price equal to the sum of the
value of the inventory,  collectible accounts receivable and $100,000,  less the
amount of trade payables which are being assumed by Spray.

         Since November 1, 2003, Spray had,  pursuant to the APA, been acting as
a  manager  for the  fulfillment  of orders  from the  Company's  customers.  As
compensation  for Spray's  services,  Spray was  receiving a fee of 71/2% of net
sales.  As  indicated  in the next  paragraph,  as a result  of Spray  assuming,
effective as of June 1, 2004, full  responsibility  for all customers,  Spray is
entitled to the full  economic  benefit of any sale to a customer of the Company
in lieu of the foregoing fee.

         Because the Company's  largest  customer had threatened to seek another
supplier because of a supplier's offer of lower prices,  and because of the long
delay in closing the transaction,  thereby causing uncertainty for customers and
Spray, the Company and Spray had agreed in principle, and subsequently finalized
the agreement in writing by the Second Amendment dated as of August 12, 2004, to
the following  revisions to the APA: (1) effective  June 1, 2004,  Spray assumed
full  responsibility  for all of the  Company's  customers  in order to  prevent
possible losses of customer business, resulting in Spray receiving,  thereafter,
the full  economic  benefits of any sales to customers  of the Company;  (2) the
aforementioned  payment of $100,000 was reduced to $80,000;  and (3) the Company
may put the  assets  to  Spray  for the  purchase  price on the  earlier  of (a)
September 30, 2004 or (b) the Company receiving  shareholder consent to the sale
of Spray.

         The  Board  of  Directors,   after   consultation  with  certain  major
shareholders, had elected in June 2003, to sell the operating business assets of
the Company  because,  despite  efforts by the Company  during the prior  fiscal
years which had increased sales and reduced  expenses,  the Company continued to
operate at a loss,  thereby  diluting  the  Company's  cash,  which is its major
asset.  The Board  concluded that a sale or liquidation of the operating  assets
was in the  best  interests  of the  Company  and  its  shareholders  even if no
acquisition or merger was effected.

         The  Company  will seek  shareholders'  approval by consents in lieu of
holding a meeting,  to permit the sale of its  operating  assets to Spray.  As a
result of the new arrangement with Spray effective June 1, 2004, the Company has
no operations  and will receive no revenues  until an  acquisition  or merger is
effected.

         The Board of Directors of the Company does not intend to liquidate  the
Company, but instead, with the Company having cash or cash equivalents currently
in excess of $1,500,000, the Board intends to continue its search for a suitable
merger or acquisition candidate.

                F-5





Even though the Company has no operations,  the Company believes its status as a
publicly-traded  company is  valuable  and  therefore  makes it a viable  merger
candidate.  During the past four fiscal  years,  the  Company  had been  seeking
acquisitions which have not been related to its current business.  The Board was
of the opinion that  profitability  on a continuous  basis would not be achieved
absent an  acquisition  of a new  business or  businesses  and/or new  products.
However,  the  Board  can  not  determine  when  any  such  acquisition  will be
consummated,  if at all. During recent years, three potential  acquisitions were
actively pursued;  however, all terminated for different reasons and the Company
incurred expenses in connection therewith.

         No adjustments  have been made to the financial  statements as a result
of these uncertainties.

3. Inventories

         Pursuant to the APA, the Company  transferred  its inventory on hand at
October  31,  2003 to Spray.  Pursuant  to this  agreement,  Spray  will pay the
Company  for the  inventory  at the time of the  close of the  transaction.  The
Company  reclassified its inventory,  with a net book value of $28,000, to other
current assets.

4. Property and Equipment

         Property and equipment at June 30, 2004 consist of (in thousands):

                  Machinery and equipment            $    296
                  Furniture and fixtures                    7
                                                          303

                  Less accumulated depreciation
                      and amortization                   (303)
                                                     $        -

5. Loss Per Common Share

         Basic net loss per  share is based on the  weighted  average  number of
shares outstanding during each of the respective  periods.  Diluted net loss per
share  includes the  dilutive  impact of all Common  Stock  equivalents  such as
options  and  warrants  to  purchase  the  Company's  Common  Stock.  During the
respective  periods,  the impact of the Common Stock equivalents,  such as stock
options,  was  antidilutive;   therefore,  they  have  been  excluded  from  the
calculation of diluted loss per share.

6. Stock-Based Compensation

         In  December  2002,  the FASB  issued  SFAS  No.  148,  Accounting  for
Stock-Based  Compensation-Transition and Disclosure SFAS No. 148 amends SFAS No.
123 Accounting for Stock-Based  Compensation,  to provide alternative methods of
transition for a voluntary  change to the fair-value  for  stock-based  employee
compensation.  In addition,  SFAS No. 148 amends the disclosure  requirements of
SFAS  No.  123 to  require  prominent  disclosure  in both  annual  and  interim
financial  statements  about the method of accounting for  stock-based  employee
compensation and the effect of the method used on reported results.

         In  accordance  with  provisions  of SFAS No. 123, the Company  applies
Accounting  Principles Board ("APB") Opinion No. 25 and related  interpretations
in accounting  for its stock options plans and  accordingly,  does not recognize
compensation  costs for grants to employees and directors  whose exercise prices
equals the market price of the stock on the date of grant.

                F-6




         Due to the  reduction  of the  exercise  price of fixed  stock  options
through the  cancellation of stock option awards and the granting of replacement
awards,  per FIN No. 44,  Accounting  for Certain  Transaction  involving  Stock
Compensation,  the Company has adopted  variable  accounting for the replacement
awards,  per FIN No.  28,  Accounting  for Stock  Appreciation  Rights and Other
Variable Stock Option or Award Plans.  Had the Company  determined  compensation
cost based on the fair value at the grant date for its stock  options under SFAS
No.  123,  the  Company's  net loss would have been  increased  to the pro forma
amounts  indicated  below.  The fair value of these options was estimated at the
date of grant using a Black-Scholes  option-pricing  model, assuming a risk-free
interest rate of 3.26% - 6.26%, three to ten-year terms, 52% volatility,  and $0
expected dividend rate.

(000's except per share amounts)

                                                 Three Months Ended
                                                     June 30,
                                            2004              2003

Net loss, as reported                     $  (154)             (94)
Deduct total stock-based employee
   compensation expense determined
   under fair-value-based method for
   all awards, net of tax                      (5)              (4)
                    Pro forma net loss    $  (159)             (98)
Basic and diluted net loss per
   common share:
      As reported                         $ (0.02)           (0.02)
      Pro forma                             (0.03)           (0.02)


Management's Discussion and Analysis of Financial
Condition and Results of Operations

Proposed Sale of Business Operations

         As previously reported, on October 3, 2003, the Company entered into an
Asset Purchase Agreement (the "APA") with Spray Products Corporation  ("Spray"),
pursuant  to which the  Company  agreed to sell to Spray (or a Spray  affiliate)
substantially  all of the  operating  assets of the Company for a price equal to
the sum of the  value of the  inventory,  collectible  accounts  receivable  and
$100,000, less the amount of trade payables which are being assumed by Spray.

         Since November 1, 2003, Spray had,  pursuant to the APA, been acting as
a  manager  for the  fulfillment  of orders  from the  Company's  customers.  As
compensation  for Spray's  services,  Spray was receiving a fee of 7 1/2% of net
sales.  As  indicated  in the next  paragraph,  as a result  of Spray  assuming,
effective as of June 1, 2004, full  responsibility  for all customers,  Spray is
entitled to the full  economic  benefit of any sale to a customer of the Company
in lieu of the foregoing  fee. As a result of the  management  arrangement  with
Spray,  the  Company  has moved to a smaller  facility  and  reduced  its staff,
thereby reducing its ongoing overhead expenses.

         Because the Company's  largest  customer had threatened to seek another
supplier because of a supplier's offer of lower prices,  and because of the long
delay in closing the transaction,  thereby causing uncertainty for customers and
Spray, the Company and Spray have agreed in

                F-7




principle  and  subsequently  finalized  the  agreement in writing by the Second
Amendment  dated as of August 12, 2004, to the  following  revisions to the APA:
(1) effective  June 1, 2004,  Spray assumed full  responsibility  for all of the
Company's  customers in order to prevent  possible losses of customer  business,
resulting in Spray  receiving,  thereafter,  the full  economic  benefits of any
sales to customers of the Company;  (2) the  aforementioned  payment of $100,000
was reduced to $80,000;  and (3) the Company may put the assets to Spray for the
purchase  price on the  earlier of (a)  September  30,  2004 or (b) the  Company
receiving shareholder consent to the sale of Spray.

         The  Board  of  Directors,   after   consultation  with  certain  major
shareholders, had elected in June 2003, to sell the operating business assets of
the Company  because,  despite  efforts by the Company  during the prior  fiscal
years which had increased sales and reduced  expenses,  the Company continued to
operate at a loss,  thereby  diluting  the  Company's  cash,  which is its major
asset.  The Board  concluded that a sale or liquidation of the operating  assets
was in the  best  interests  of the  Company  and  its  shareholders  even if no
acquisition or merger was effected.

         The Company will seek  shareholders'  approval,  by consents in lieu of
holding a meeting, to permit the sale of its operating assets to Spray.

         As a result of the transaction,  as amended, with Spray, effective June
1, 2004,  the Company has no  operations  and will receive no revenues  until an
acquisition  or  merger  is  effected,  as to  which  and when  there  can be no
assurance.

Efforts to Seek Another Merger or Acquisition Candidates

         The Board of Directors of the Company does not intend to liquidate  the
Company but instead,  with the Company having cash or cash equivalents currently
in excess of $1,500,000, the Board intends to continue its search for a suitable
merger or acquisition candidate. Even though the Company has no operations,  the
Company  believes  its  status as a  publicly-traded  company  is  valuable  and
therefore  makes it a viable  merger  candidate.  During the past  three  fiscal
years, the Company had been seeking  acquisitions which have not been related to
its current  business.  The Board was of the  opinion  that  profitability  on a
continuous  basis would not be achieved  absent an acquisition of a new business
or businesses and/or new products. However, the Board can not determine when any
such  acquisition  will be consummated,  if at all.  During recent years,  three
potential  acquisitions  were actively  pursued;  however,  all  terminated  for
different reasons and the Company incurred expenses in connection therewith.

Critical Accounting Policies

         Management  believes  that  the  following   discussion  addresses  the
Company's  most  critical  accounting  policy,  which is most  important  to the
portrayal of the Company's  financial  condition  and results,  and requires the
most difficult,  subjective and complex judgments, often as a result of the need
to make  estimates  about the effect of matters that are  inherently  uncertain.
Prior to November 1, 2003,  the date on which Spray assumed  responsibility  for
fulfillment  of customer  orders,  management  also included a discussion of its
evaluation of inventory as a critical accounting policy on an on-going basis.

                F-8




Allowance for Doubtful Accounts:

         The Company evaluates the collectibility of its accounts receivable and
provides an  allowance  for  estimated  losses  that may result from  customers'
inability to pay.  The amount of the reserve is  determined  by analyzing  known
uncollectible  accounts,  aged  receivables  and  customers'  credit-worthiness.
Amounts later  determined and specifically  identified to be  uncollectible  are
written off against the allowance.

Results of Operations

         Net sales for the first fiscal  quarter  ended June 30, 2004  ("current
quarter") were $632,000 as compared to $725,000 in the year-earlier  period. The
Company  attributes  the decrease in sales of $93,000,  or 13%, to the fact that
the year-earlier period included an unusually high sales volume with its largest
customer.  Spray's  management of the  fulfillment  of orders from the Company's
customers,  as well as Spray assuming full  responsibility for all the Company's
customers effective June 1, 2004, had no effect on the decreased sales. Included
in the sales of $632,000 in the current quarter were sales of $306,000 for which
Spray,  effective June 1, 2004,  realized full economic  benefit pursuant to the
APA Second Amendment.

         Cost of Goods  Sold  ("Costs")  as a  percentage  of net  sales for the
current  quarter  and  year-earlier  period  was 90% and 65%  respectively.  The
increase in Costs directly related to Spray assuming full responsibility for all
the Company's customers,  effective June 1, 2004, as described under the caption
"Proposed Sale of Current  Business  Operations".  As a result,  the Cost to the
Company, as of that date, is 100% of the selling price.

         Selling,  General  and  Administrative  Expenses  ("Expenses")  for the
current  quarter  were  $219,000 as  compared  to  $354,000 in the  year-earlier
period. As previously  discussed,  the Company transferred its order fulfillment
to Spray on November 1, 2003 and moved to a smaller  facility.  The  decrease in
Expenses  from the  year-earlier  period  directly  related  to a  reduction  in
facility  expenses as well as a  reduction  in payroll  and  related  costs.  In
addition,   the  Company  recorded   compensation  expense  of  $51,500  in  the
year-earlier  period related to the 50,000 shares of the Company's  Common Stock
issued to the then Chairman of the Audit Committee for his services as such.

         Other Income for the current  quarter was primarily  dividend income of
$3,000 as compared to $5,000 in the year-earlier period.

         The increased net loss in the current quarter  directly  related to the
decrease in sales and  increase in Costs,  partially  offset by the  decrease in
Expenses, as described above.

Liquidity and Capital Resources

         The  Company's  cash  and  cash  equivalents   decreased  $28,000  from
$1,903,000  at March 31,  2004 to  $1,875,000  at June 30,  2004.  The  decrease
resulted  from cash used in operating  activities  of $28,000.  The cash used in
operating  activities  was  primarily  the  result of the net loss of  $154,000,
partially offset by an increase in accounts payable.

                F-9




         As a result of the continuing negative cash flows from operations,  the
Company is dependent on the  proceeds  from its March 2000 private  placement in
order to meet its payable  requirements.  On March 31, 2000,  certain  investors
(including two of the current directors) purchased from the Company an aggregate
of  1,333,333  shares of the  Common  Stock at $2.25  per share or an  aggregate
purchase  price of  $2,999,999.  The net proceeds  approximated  to  $2,895,000.
Because all of such funds were not  required  for  operations,  the funds deemed
excess were invested in a working capital management account with Merrill Lynch,
Pierce, Fenner & Smith Incorporated  ("Merrill Lynch"). As of June 30, 2004, the
Company  had  approximately  $1,875,000  of cash  equivalents  in two  financial
institutions,  which exposes the Company to a concentration  of credit risk. The
Company had, as of that date, approximately $1,660,000 invested in highly liquid
money market  instruments with Merrill Lynch,  which are not federally  insured.
The remaining $215,000 was deposited at a bank, which is federally insured up to
$100,000.

         The Company  believes  that,  as a result of the cash  described in the
preceding  paragraph,  the  Company's  working  capital is  adequate to fund its
operations and its  requirements for the fiscal year ending March 31, 2005 while
seeking a suitable merger and acquisition candidate.

Recent Accounting Pronouncements

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal  Activities.  SFAS No. 146 addresses  financial  accounting and
reporting for costs  associated  with exit or disposal  activities and nullifies
Emerging Issues Task Force (EITF) Issue 94-3, Liability  Recognition for Certain
Employee  Termination  Benefits  and  Other  Costs  to  Exit  an  Activity.  The
provisions of this Statement are effective for exit or disposal  activities that
are initiated after December 31, 2002, with early  application  encouraged.  The
adoption  of SFAS No.  146 is not  expected  to have a  material  effect  on the
Company's financial statements.

                    Forward-Looking and Cautionary Statements

         With the exception of historical information,  the matters discussed in
this Management's  Discussion and Analysis of Financial Condition and Results of
Operations  include  certain  forward-looking  statements that involve risks and
uncertainties.   The  Company  is  hereby   identifying   information   that  is
forward-looking and, accordingly,  involves risks and uncertainties,  including,
without  limitation,   statements   regarding  the  Company's  future  financial
condition  and  the  success  of the  Company's  efforts  to  seek a  merger  or
acquisition partner and the proposed sale to Spray. Other risks are discussed in
the Annual Report 2004. As a result,  actual results may differ  materially from
those described in the forward-looking  statement. The Company cautions that the
foregoing  list of  important  factors is not  exclusive.  The Company  does not
undertake to update any forward-looking statement in this Report.

                F-10




Item 3.           Controls and Procedures

Evaluation of Disclosure Controls and Procedures

         The Company has a CEO and a CFO/CAO,  constituting  all of  management,
and, during the reporting period, two employees to conduct  operations.  The CEO
and CFO/CAO  performed  an  evaluation  of the  effectiveness  of the design and
operation of the  Company's  disclosure  controls and  procedures as of June 30,
2004.  Because of its small size and limited  number of  personnel,  the Company
does not  currently  have  elaborate  written  procedures,  nor does  management
believe that such elaborate written procedures are currently necessary to ensure
accurate  reporting  in  the  Company's   periodic  reports.   In  making  their
evaluation,  the CEO and CFO/CAO  consulted with the Company's  outside counsel.
Based  on that  evaluation,  the  two  officers  concluded  that  the  Company's
disclosure  controls and procedures were adequate and effective,  as of June 30,
2004, to ensure that material  information relating to the Company would be made
known to them by others  within the Company,  particularly  during the period in
which this Report was being prepared. Their evaluation was reported to the Audit
Committee in connection with its review of this Report prior to its filing.

Changes in Internal Controls

         There was no significant  change during the quarter ended June 30, 2004
in the  Company's  internal  controls  over  financial  reporting  identified in
connection  with the officers'  evaluation  reported  above that has  materially
affected,  or is reasonably likely to materially  affect, the Company's internal
control over financial reporting.


                F-11





                                                                      Appendix G

                          AGREEMENT AND PLAN OF MERGER


         THIS  AGREEMENT  AND  PLAN  OF  MERGER  dated  as of  September  , 2004
(hereinafter  referred to as this  "Agreement")  is made and entered into by and
between PerfectData  Corporation,  a California corporation (the "Parent"),  and
PerfectData (Delaware) Inc., a Delaware corporation (the "Subsidiary").

                                    RECITALS:

         A. The Parent is a corporation organized and existing under the laws of
the State of California.

         B. The  Subsidiary  is a corporation  organized and existing  under the
laws of the State of Delaware and is a wholly-owned subsidiary of the Parent.

         C. The  Parent  and the  Subsidiary  and  their  respective  Boards  of
Directors deem it advisable and to the advantage, welfare, and best interests of
the corporations and their respective  shareholders to merge the Parent with and
into the Subsidiary pursuant to the provisions of California General Corporation
Law (the "CGCL") and the Delaware  General  Corporation  Law (the "DGCL") upon
the terms and conditions hereinafter set forth.

         NOW THEREFORE,  in consideration of the premises,  the mutual covenants
herein  contained  and other good and  valuable  consideration  the  receipt and
sufficiency of which are hereby acknowledged,  the parties hereto agree that the
Parent shall be merged into the  Subsidiary  (the  "Merger")  upon the terms and
conditions hereinafter set forth.

                                    ARTICLE I

                          PRINCIPAL TERMS OF THE MERGER

         1.1. Merger.  On the Effective Date (as defined in Section 4.1 hereof),
the Parent shall be merged into the  Subsidiary,  the separate  existence of the
Parent shall cease and the Subsidiary  (following the Merger  referred to as the
"Surviving Corporation") shall operate under the name "PerfectData  Corporation"
by virtue of, and shall be governed by, the laws of the State of  Delaware.  The
address of the  registered  office of the Surviving  Corporation in the State of
Delaware  will  be  2711  Centerville  Road,  Suite  400,  Wilmington,  Delaware
19808-1297,  County  of New  Castle.  The name of its  registered  agent at such
address is the Corporation Service Company.

         1.2.  Certificate of  Incorporation of the Surviving  Corporation.  The
Certificate  of  Incorporation  of  the  Surviving   Corporation  shall  be  the
Certificate of  Incorporation  of the Subsidiary as in effect on the date hereof
without change unless and until amended in accordance  with applicable law.

                G-1




         1.3. Bylaws of the Surviving  Corporation.  The Bylaws of the Surviving
Corporation  shall be the  Bylaws  of the  Subsidiary  as in  effect on the date
hereof  without  change unless and until amended or repealed in accordance  with
applicable law.

         1.4.  Directors and Officers.  At the Effective Date of the Merger, the
directors  and officers set forth on Exhibit A attached  hereto shall become the
directors and officers, respectively, of the Surviving Corporation, each of such
directors and officers to hold office,  subject to the applicable  provisions of
the Certificate of Incorporation and Bylaws of the Surviving Corporation and the
DGCL, until his or her successor is duly elected or appointed and qualified.

                                   ARTICLE II

                       CONVERSION, CERTIFICATES AND PLANS

         2.1. Conversion of Shares. At the Effective Date of the Merger, each of
the following transactions shall be deemed to occur simultaneously:

              (a)  Common Stock. Each share of the Parent's common stock, no par
                   value per share (the  "Parent's  Common  Stock"),  issued and
                   outstanding  immediately  prior to the Effective  Date of the
                   Merger shall,  by virtue of the Merger and without any action
                   on the part of the  holder  thereof,  be  converted  into and
                   become one validly issued, fully paid and nonassessable share
                   of the Surviving  Corporation's common stock, $0.01 par value
                   per  share  (the  "Surviving  Corporation's  Common  Stock"),
                   except for those  shares of the  Parent's  Common  Stock with
                   respect to which the  holders  thereof  duly  exercise  their
                   dissenters' rights under the CGCL.

              (b)  Options. Each option to acquire shares of the Parent's Common
                   Stock outstanding  immediately prior to the Effective Date of
                   the Merger  shall,  by virtue of the Merger and  without  any
                   action on the part of the holder  thereof,  be converted into
                   and become an  equivalent  option to  acquire,  upon the same
                   terms and  conditions,  the number of shares of the Surviving
                   Corporation's  Common Stock,  which is equal to the number of
                   shares of the Parent's  Common Stock that the optionee  would
                   have received had the optionee  exercised such option in full
                   immediately  prior  to  the  Effective  Date  of  the  Merger
                   (whether  or not such  option was then  exercisable)  and the
                   exercise  price per share under each of said options shall be
                   equal to the exercise price per share thereunder  immediately
                   prior to the Effective Date of the Merger,  unless  otherwise
                   provided in the instrument granting such option.

              (c)  Warrants.  Each  warrant  to acquire  shares of the  Parent's
                   Common Stock  outstanding  immediately prior to the Effective
                   Date of the Merger shall, by virtue of the Merger and without
                   any action on the part of the holder  thereof,  be  converted
                   into and become a warrant to acquire, upon the same terms and
                   conditions,   the   number  of   shares   of  the   Surviving
                   Corporation's  Common  Stock  which is equal to the number of
                   shares of the Parent's Common Stock that the

                G-2




                   warrant  holder would have  received  had the warrant  holder
                   exercised  such  warrant  in full  immediately  prior  to the
                   Effective Date of the Merger (whether or not such warrant was
                   then exercisable) and the exercise price per share under each
                   of said  warrants  shall be equal to the  exercise  price per
                   share thereunder  immediately  prior to the Effective Date of
                   the  Merger,  unless  otherwise  provided  in the  instrument
                   granting such warrant.

              (d)  Other Rights.  Any other right, by contract or otherwise,  to
                   acquire  shares  of the  Parent's  Common  Stock  outstanding
                   immediately  prior to the Effective Date of the Merger shall,
                   by virtue of the Merger and without any action on the part of
                   the holder  thereof,  be converted into and become a right to
                   acquire,  upon the same terms and  conditions,  the number of
                   shares of the Surviving  Corporation's  Common Stock which is
                   equal to the number of shares of the  Parent's  Common  Stock
                   that the  right  holder  would  have  received  had the right
                   holder exercised such right in full immediately  prior to the
                   Effective  Date of the Merger  (whether or not such right was
                   then exercisable) and the exercise price per share under each
                   of said rights shall be equal to the exercise price per share
                   thereunder  immediately  prior to the  Effective  Date of the
                   Merger,  unless otherwise  provided in the agreement granting
                   such right.

              (e)  Each  share  of the  Subsidiary's  Common  Stock  issued  and
                   outstanding  immediately  prior to the Effective  Date of the
                   Merger and held by the Parent  shall be canceled  without any
                   consideration being issued or paid therefor.

         2.2. Stock  Certificates.  After the Effective Date of the Merger, each
certificate  theretofore  representing  issued  and  outstanding  shares  of the
Parent's  Common Stock will thereafter be deemed to represent the same number of
shares of the Surviving  Corporation  Common Stock.  The holders of  outstanding
certificates  theretofore  representing  the  Parent's  Common Stock will not be
required to surrender such certificates to the Parent.

                                   ARTICLE III

         TRANSFER AND CONVEYANCE OF ASSETS AND ASSUMPTION OF LIABILITIES

         3.1.  Effects of the Merger.  At the Effective Date of the Merger,  the
Merger  shall  have  the  effects  specified  in the  CGCL,  the  DGCL  and this
Agreement.  Without  limiting  the  generality  of the  foregoing,  and  subject
thereto,  at the Effective Date of the Merger,  the Surviving  Corporation shall
possess all the rights,  privileges,  powers and franchises, of a public as well
as a private nature, and shall be subject to all the restrictions,  disabilities
and duties of each of the parties to this  Agreement;  the  rights,  privileges,
powers and franchises of the Parent and the Subsidiary,  and all property, real,
personal and mixed, and all debts due to each of them on whatever account, shall
be vested in the Surviving Corporation;  and all property,  rights,  privileges,
powers and franchises,  and all and every other interest shall be thereafter the
property  of  the  Surviving  Corporation,   as  they  were  of  the  respective
constituent  entities,  and the  title to any  real  estate  whether  by deed or
otherwise  vested in the Parent and the Subsidiary or either of them,  shall not
revert to be in any way impaired by reason of the Merger; but all rights of

                G-3




creditors  and all liens  upon any  property  of the  parties  hereto,  shall be
preserved  unimpaired,  and all debts,  liabilities and duties of the respective
constituent entities shall thenceforth attach to the Surviving Corporation,  and
may be enforced against it to the same extent as if said debts,  liabilities and
duties had been incurred or contracted by it.

         3.2.  Additional  Actions.  If, at any time after the Effective Date of
the Merger,  the  Surviving  Corporation  shall  consider or be advised that any
further  assignments  or  assurances  in law or any other acts are  necessary or
desirable  (a) to vest,  perfect  or  confirm,  of record or  otherwise,  in the
Surviving  Corporation,  title to and possession of any property or right of the
Parent  acquired  or to be acquired by reason of, or as a result of, the Merger,
or (b) otherwise to carry out the purposes of this Agreement, the Parent and its
proper  officers and directors  shall be deemed to have granted to the Surviving
Corporation  an  irrevocable  power of  attorney to execute and deliver all such
proper deeds,  assignments and assurances in law and to do all acts necessary or
proper to vest,  perfect or confirm title to and  possession of such property or
rights in the Surviving  Corporation  and otherwise to carry out the purposes of
this Agreement.  The proper officers and directors of the Surviving  Corporation
are fully  authorized in the name of the Parent or otherwise to take any and all
such action.

                                   ARTICLE IV

               APPROVAL BY SHAREHOLDERS; AMENDMENT; EFFECTIVE DATE

         4.1. Approval.  This Agreement and the Merger  contemplated  hereby are
subject to approval by the requisite vote of shareholders in accordance with the
CGCL and the DGCL. As promptly as  practicable  after approval of this Agreement
by shareholders  in accordance with applicable law, duly authorized  officers of
the  respective  parties  shall  make  and  execute  Articles  of  Merger  and a
Certificate  of Merger  and shall  cause  such  documents  to be filed  with the
Secretary  of State  of  California  and the  Secretary  of  State of  Delaware,
respectively,  in  accordance  with the laws of the  States  of  California  and
Delaware. The effective date (the "Effective Date") of the Merger shall be the
date on which the Merger becomes  effective  under the laws of California or the
date on which the Merger becomes effective under the laws of Delaware, whichever
occurs later.

         4.2.  Amendments.  The Board of  Directors of the Parent may amend this
Agreement at any time prior to the  Effective  Date,  provided that an amendment
made subsequent to the approval of the Merger by the  shareholders of the Parent
shall not (a) alter or change  the  amount or kind of shares to be  received  in
exchange for or on conversion of all or any of the shares of the Parent's Common
Stock,  (b) alter or change any term of the Certificate of  Incorporation of the
Subsidiary,  or (c) alter or change  any of the  terms  and  conditions  of this
Agreement if such alteration or change would adversely affect the holders of the
Parent's Common Stock.

                G-4




                                    ARTICLE V

                                  MISCELLANEOUS

         5.1.  Termination.  This  Agreement  may be  terminated  and the Merger
abandoned at any time prior to the filing of this  Agreement  with the Secretary
of State of California and the Secretary of State of Delaware, whether before or
after  shareholder  approval of this  Agreement,  by the consent of the Board of
Directors of the Parent and the Subsidiary.

         5.2.  Counterparts.  This  Agreement  may be  executed in any number of
counterparts, each of which shall be considered to be an original instrument.

         5.3. Descriptive Headings. The descriptive headings are for convenience
of reference only and shall not control or affect the meaning or construction of
any provision of this Agreement.


         5.4.  Governing  Law. This  Agreement  shall be construed in accordance
with the laws of the State of  Delaware,  except to the  extent  the laws of the
State of California shall apply to the Merger where mandated by the CGCL.

                                                                 * * *

         IN WITNESS WHEREOF,  the undersigned officers of each of the parties to
this Agreement,  pursuant to authority duly given by their respective  boards of
directors,  have caused this Agreement to be duly executed on the date set forth
above.


                                            PERFECTDATA CORPORATION


                                            By:________________________________
                                               Name:
                                               Title:


                                            PERFECTDATA (DELAWARE) INC.


                                            By:_________________________________
                                               Name:
                                               Title:
                G-5





                                    EXHIBIT A

               DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION

Directors

Brian Maizlish
Timothy D. Morgan
Tracie Savage
Harris A. Shapiro
Corey P. Schlossman


Officers

Chairman of the Board      Harris A. Shapiro

Vice President, Finance    Irene J. Marino

Secretary                  Irene J. Marino


                G-6




                                                                      Appendix H


                          CERTIFICATE OF INCORPORATION

                                       OF

                           PERFECTDATA (DELAWARE) INC.

         The  undersigned,  a natural  person,  for the purpose of  organizing a
corporation  for conducting the business and promoting the purposes  hereinafter
stated,  under the provisions and subject to the requirements of the laws of the
State of Delaware  (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory  thereof and  supplemental  thereto,  and known,  identified and
referred to as the "General  Corporation Law of the State of Delaware"),  hereby
certifies that:

         FIRST:   The  name  of  the   corporation   (hereinafter   called   the
"Corporation") is:
                          PerfectData (Delaware) Inc.

         SECOND: The address of the Corporation's registered office in the State
of  Delaware  is  2711  Centerville  Road,  Suite  400,   Wilmington,   Delaware
19808-1297,  County  of New  Castle.  The name of its  registered  agent at such
address is the Corporation Service Company.

         THIRD:  The nature of the business to be conducted  and the purposes of
the Corporation are:

         To purchase or  otherwise  acquire,  invest in, own,  lease,  mortgage,
pledge, sell, assign and transfer or otherwise dispose of, trade and deal in and
with real property and personal  property of every kind,  class and  description
(including,  without  limitation,  goods,  wares and  merchandise of every kind,
class and  description),  to manufacture  goods,  wares and merchandise of every
kind, class and description, both on its own account and for others;

         To make  and  perform  agreements  and  contracts  of  every  kind  and
description; and

         To engage in any lawful act or  activity or carry on any  business  for
which  corporations may be organized under the Delaware General  Corporation Law
or any successor statute.

         FOURTH:  The total  number of shares of all  classes of stock which the
Corporation  shall have authority to issue is 12,000,000  shares,  consisting of
10,000,000  shares of common  stock,  par value  $0.01 per share  (the  "Common
Stock"),  and 2,000,000  shares of preferred  stock,  par value $0.01 per share
(the "Preferred Stock").

                H-1





         A. Common Stock.

         1.   General. The voting,  dividend and liquidation and other rights of
              the holders of the Common Stock are expressly  made subject to and
              qualified  by the rights of the holders of any series of Preferred
              Stock.

         2.   Voting  Rights.  The  holders  of record of the  Common  Stock are
              entitled  to one vote per share on all  matters  to be voted on by
              the Corporation's stockholders.

         3.   Dividends.  Dividends may be declared and paid on the Common Stock
              from funds lawfully  available therefor if, as and when determined
              by the Board of  Directors  in their sole  discretion,  subject to
              provisions   of  law,  any  provision  of  this   Certificate   of
              Incorporation,  as amended  from time to time,  and subject to the
              relative  rights and  preferences of any shares of Preferred Stock
              authorized, issued and outstanding hereunder.

         4.   Liquidation.  Upon the  dissolution,  liquidation or winding up of
              the  Corporation,  whether  voluntary or  involuntary,  holders of
              record of the Common  Stock will be  entitled  to receive pro rata
              all assets of the  Corporation  available for  distribution to its
              stockholders,  subject,  however, to the liquidation rights of the
              holders of  Preferred  Stock  authorized,  issued and  outstanding
              hereunder.

         B.   Preferred Stock.

         The  Preferred  Stock  may be  issued  from time to time in one or more
series.  The  Board of  Directors  is  authorized,  subject  to any  limitations
prescribed  by law, to provide for the issuance of shares of Preferred  Stock in
series, and by filing a certificate  pursuant to the applicable law of the State
of Delaware (such certificate being hereafter referred to as a "Preferred Stock
Designation"),  to  establish  from  time to time the  number  of  shares to be
included in each such series,  and to fix the designation,  powers,  preferences
and rights of the shares of each such series and any qualifications, limitations
or  restrictions  thereof.  In the event that at any time the Board of Directors
shall have  established  and  designated  one or more series of Preferred  Stock
consisting  of a number of  shares  less  than all of the  authorized  number of
shares of Preferred  Stock, the remaining  authorized  shares of Preferred Stock
shall be deemed to be shares of an undesignated series of Preferred Stock unless
and  until  designated  by the  Board of  Directors  as  being  part of a series
previously  established  or a new series then being  established by the Board of
Directors.  Notwithstanding  the fixing of the number of shares  constituting  a
particular series,  the Board of Directors may at any time thereafter  authorize
an increase or decrease in the number of shares of any such series except as set
forth in the Preferred Stock  Designation for such series. In case the number of
shares  of any  series  shall be so  decreased,  the  shares  constituting  such
decrease  shall resume the status of  authorized  undesignated  Preferred  Stock
unless  and  until  designated  by the Board of  Directors  as being a part of a
series  previously  established  or a new series then being  established  by the
Board of Directors.

                H-2





         FIFTH:  The name and  mailing  address of the sole  incorporator  is as
follows:

                  Name                               Mailing Address

                  Allan J. Weiss, Esq.               Wachtel & Masyr, LLP
                                                     110 East 59th Street
                                                     New York, New York  10022

         SIXTH: The Corporation is to have perpetual existence.

         SEVENTH:  For the management of the business and for the conduct of the
affairs of the Corporation,  and in further  definition and not in limitation of
the powers of the  Corporation  and of its directors and of its  stockholders or
any class thereof, as the case may be, conferred by the State of Delaware, it is
further provided that:

         A. The management of the business and the conduct of the affairs of the
Corporation   shall  be  vested  in  its  board  of  directors  (the  "Board  of
Directors").  The number of directors which shall  constitute the whole Board of
Directors  shall be fixed by, or in the manner  provided  in, the  Corporation's
Bylaws (the "Bylaws").  The phrase "whole Board" and the phrase "total number of
directors" shall be deemed to have the same meaning, to wit, the total number of
directors  which the  Corporation  would  have if there  were no  vacancies.  No
election of directors need be by written ballot.

         B. After the  original  or other  Bylaws of the  Corporation  have been
adopted,  amended  or  repealed,  as the case  may be,  in  accordance  with the
provisions  of  Section  109 of the  General  Corporation  Law of the  State  of
Delaware,  and,  after the  Corporation  has received any payment for any of its
stock, the power to adopt, amend, or repeal the Bylaws of the Corporation may be
exercised by the Board of Directors of the Corporation.

         C. The books of the  Corporation  may be kept at such  place  within or
without the State of Delaware as the Bylaws of the Corporation may provide or as
may  be  designated  from  time  to  time  by  the  Board  of  Directors  of the
Corporation.

         EIGHTH:  The  Corporation  shall,  to the fullest  extent  permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be  amended  and  supplemented  from  time to time,  indemnify  and  advance
expenses  to, (i) its  directors  and  officers,  and (ii) any person who at the
request of the Corporation is or was serving as a director, officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise, from and against any and all of the expenses,  liabilities, or other
matters referred to in or covered by said section as amended or supplemented (or
any successor),  provided,  however,  that except with respect to proceedings to
enforce rights to  indemnification,  the Bylaws of the  Corporation  may provide
that the  Corporation  shall  indemnify any director,  officer or such person in
connection  with a proceeding  (or part  thereof)  initiated  by such  director,
officer or such person only if such  proceeding (or part thereof) was authorized
by the board of directors of the Corporation.  The Corporation, by action of its
Board of Directors, may provide indemnification or advance expenses to employees
and agents of the Corporation or other persons only on such

                H-3




terms and conditions  and to the extent  determined by the board of directors in
its sole and absolute discretion.  The indemnification provided for herein shall
not be deemed  exclusive of any other rights to which those  indemnified  may be
entitled  under any Bylaw,  agreement,  vote of  stockholders  or  disinterested
directors or otherwise,  both as to action in their official  capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director,  officer,  employee,  or agent and shall
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.

         NINTH: A director of the Corporation  shall not be personally liable to
the Corporation or its  stockholders  for the monetary damages for any breach of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or  omissions  not in good faith or that  involve  intentional  misconduct  or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware,  or (iv) for any  transaction  from which the director
derived an improper  personal  benefit.  If the General  Corporation  Law of the
State  of  Delaware  is  amended  after  approval  by the  stockholders  of this
Certificate of Incorporation to authorize  corporate action further  eliminating
or limiting  the  personal  liability  of  directors,  then the  liability  of a
director shall be eliminated or limited to the fullest  extent  permitted by the
General Corporation Law of the State of Delaware,  as so amended.  Any repeal or
modification of this Article Ninth shall be prospective and shall not affect the
rights under this Article Ninth in effect at the time of the alleged  occurrence
of any act or omission to act giving rise to liability or indemnification.

         TENTH:  Whenever a compromise or arrangement  is proposed  between this
Corporation  and  its  creditors  or any  class  of  them  and/or  between  this
Corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of this  Corporation  or of any  creditor or  stockholder  thereof or on the
application of any receiver or receivers  appointed for this  Corporation  under
the  provisions  of  Section  291 of  Title  8 of the  Delaware  Code  or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this  Corporation  under the  provisions  of  Section  279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this  Corporation,  as the case may
be, to be summoned in such  manner as the said court  directs.  If a majority in
number  representing  three-fourths  (3/4) in value of the creditors or class of
creditors,  and/or  of  the  stockholders  or  class  of  stockholders  of  this
Corporation,  as the case may be, agree to any compromise or arrangement  and to
any  reorganization  of this  Corporation as  consequence of such  compromise or
arrangement,  the said  compromise or  arrangement  and the said  reorganization
shall,  if sanctioned by the court to which the said  application has been made,
be  binding  on all the  creditors  or class  of  creditors,  and/or  on all the
stockholders or class of stockholders,  of this Corporation, as the case may be,
and also on this Corporation.

         ELEVENTH:  From time to time any of the provisions of this  Certificate
of  Incorporation  may be amended,  altered or  repealed,  and other  provisions
authorized  by the laws of the  State of  Delaware  at the time in force  may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the  stockholders  of the  Corporation by this
Certificate  of  Incorporation  are granted  subject to the  provisions  of this
Article.

                H-4




         I, the  undersigned,  being the sole  incorporator,  for the purpose of
forming a Corporation under the laws of the State of Delaware, do make, file and
record this  Certificate  of  Incorporation,  to certify  that the facts  herein
stated are true, and accordingly  have hereto set my hand this day of September,
2004.


                                                        /s/ Allan J. Weiss
                                                            Allan J. Weiss, Esq.
                                                            Sole Incorporator
                H-5



                                                                      APPENDIX I


                                    BYLAWS OF

                           PERFECTDATA (DELAWARE) INC.

                                    ARTICLE I

                                     OFFICES


1.1      Registered Office.

         The address of  PerfectData  (Delaware)  Inc.'s  (the  "Corporation")
registered  office in the State of Delaware is 2711 Centerville Road, Suite 400,
Wilmington,  Delaware  19808-1297,  County  of  New  Castle.  The  name  of  its
registered agent at such address is the Corporation Service Company.

1.2      Other Offices.

         The  Corporation  may also have an office or offices at any other place
or places within or outside the State of Delaware.

                                   ARTICLE II

                     MEETING OF STOCKHOLDERS; STOCKHOLDERS'
                           CONSENT IN LIEU OF MEETING

2.1      Annual Meetings.

         The annual meeting of the  stockholders  for the election of directors,
and for the  transaction  of such other business as may properly come before the
meeting,  shall  be held at such  place,  date and hour as shall be fixed by the
Board of  Directors  (the  "Board")  and  designated  in the notice or waiver of
notice  thereof,  except  that no annual  meeting  need be held if all  actions,
including the election of directors,  required by the General Corporation Law of
the State of Delaware (the  "Delaware  Statute") to be taken at a  stockholders'
annual  meeting  are taken by written  consent in lieu of  meeting  pursuant  to
Section 2.10 of this Article II.

2.2      Special Meetings.

         A special meeting of the  stockholders  for any purpose or purposes may
be called by the Board, the Chairman,  the Chief Executive Officer or the record
holders of at least 10% of the shares entitled to cast votes at such meeting, to
be held at such  place,  date and hour as shall be  designated  in the notice or
waiver of notice thereof.


                I-1




2.3      Notice of Meetings.

         Except  as  otherwise   required  by  statute,   the   Certificate   of
Incorporation of the Corporation (the "Certificate") or these Bylaws,  notice of
each  annual  or  special  meeting  of the  stockholders  shall be given to each
stockholder of record entitled to vote at such meeting not less than 10 nor more
than 60 days  before the day on which the meeting is to be held,  by  delivering
written  notice  thereof to him, her or it  personally,  or by mailing a copy of
such  notice,  postage  prepaid,  directly to him,  her or it at his, her or its
address as it appears in the records of the Corporation, or by transmitting such
notice  thereof to him, her or it at such address by  telegraph,  cable or other
telephonic  transmission.  Every such notice shall state the place, the date and
hour of the meeting,  and, in case of a special meeting, the purpose or purposes
for which the meeting is called. Notice of any meeting of stockholders shall not
be  required to be given to any  stockholder  who shall  attend such  meeting in
person or by proxy,  or who  shall,  in  person or by his,  her or its  attorney
thereunto authorized,  waive such notice in writing, either before or after such
meeting.  Except as otherwise provided in these Bylaws,  neither the business to
be transacted  at, nor the purpose of, any meeting of the  stockholders  need be
specified  in any such  notice  or  waiver of  notice.  Notice of any  adjourned
meeting of stockholders shall not be required to be given, except when expressly
required by law.

2.4      Quorum.

         At each meeting of the stockholders, except where otherwise provided by
the  Certificate  or these  Bylaws,  the holders of a majority of the issued and
outstanding  shares of Common Stock of the Corporation  entitled to vote at such
meeting,  present in person or represented by proxy,  shall  constitute a quorum
for the  transaction  of  business.  In the  absence of a quorum,  a majority in
interest  of the  stockholders  present  in person or  represented  by proxy and
entitled to vote, or, in the absence of all the  stockholders  entitled to vote,
any officer entitled to preside at, or act as secretary of, such meeting,  shall
have the power to adjourn  the  meeting  from time to time,  until  stockholders
holding the requisite amount of stock to constitute a quorum shall be present or
represented.  At any such adjourned  meeting at which a quorum shall be present,
any business may be transacted  which might have been  transacted at the meeting
as originally called.

2.5      Place of Meetings.

         Annual meetings or special  meetings of stockholders may be held at any
place  within or without the State of  Delaware as may be selected  from time to
time by the Chief Executive Officer or the Board.

2.6      Organization.

         Unless  otherwise  determined  by the  Board,  at each  meeting  of the
stockholders,  one of the  following  shall act as  chairman  of the meeting and
preside thereat, in the following order of precedence:

         (a) the Chairman, if any;

                I-2





         (b) the Chief Executive Officer;

         (c) any director,  officer or stockholder of the Corporation designated
by the Board to act as  chairman of such  meeting and to preside  thereat if the
Chairman or the Chief Executive Officer shall be absent from such meeting; or

         (d) a  stockholder  of  record  who shall be  chosen  chairman  of such
meeting by a majority in voting interest of the  stockholders  present in person
or by proxy and entitled to vote thereat.

         The  Secretary  or,  if he shall be  presiding  over  such  meeting  in
accordance with the provisions of this Section 2.6 or if he shall be absent from
such meeting, the person (who shall be an Assistant  Secretary,  if an Assistant
Secretary  has been  appointed and is present) whom the chairman of such meeting
shall  appoint,  shall act as  secretary  of such  meeting  and keep the minutes
thereof.

2.7      Order of Business.

         The order of  business  at each  meeting of the  stockholders  shall be
determined  by the chairman of such  meeting,  but such order of business may be
changed by a majority in voting  interest of those present in person or by proxy
at such meeting and entitled to vote thereat.

2.8      Voting.

         Except as otherwise  provided by law, the  Certificate or these Bylaws,
at each meeting of the stockholders,  every stockholder of the Corporation shall
be entitled to one vote in person or by proxy for each share of Common  Stock of
the Corporation held by him, her or it and registered in his, her or its name on
the books of the  Corporation  on the date  fixed  pursuant  to  Section  6.7 of
Article VI as the record date for the determination of stockholders  entitled to
vote at such meeting.  Persons  holding stock in a fiduciary  capacity  shall be
entitled to vote the shares so held.  A person  whose stock is pledged  shall be
entitled  to vote,  unless,  in the  transfer by the pledgor on the books of the
Corporation,  he, she or it has expressly empowered the pledgee to vote thereon,
in which case only the pledgee or his, her or its proxy may represent such stock
and vote thereon. If shares or other securities having voting power stand in the
record of two or more persons,  whether  fiduciaries,  members of a partnership,
joint tenants,  tenants in common,  tenants by the entirety or otherwise,  or if
two or more persons have the same  fiduciary  relationship  respecting  the same
shares,  unless the Secretary  shall be given written notice to the contrary and
furnished with a copy of the instrument or order appointing them or creating the
relationship wherein it is so provided,  their acts with respect to voting shall
have the following effect:

         (a) if only one votes, his, her or its act binds all;

         (b) if more than one votes,  the act of the  majority  so voting  binds
all; and

         (c) if more  than  one  votes,  but the  vote is  evenly  split  on any
particular matter, such shares shall be voted in the manner provided by law.

                I-3




If the  instrument  so filed  shows  that any such  tenancy  is held in  unequal
interests,  a majority or even-split  for the purposes of this Section 2.8 shall
be a majority or even-split in interest. The Corporation shall not vote directly
or indirectly any share of its own capital stock. Any vote of stock may be given
by the  stockholder  entitled  thereto  in  person  or by his,  her or its proxy
appointed by an instrument in writing, subscribed by such stockholder or by his,
her or its attorney  thereunto  authorized,  delivered  to the  secretary of the
meeting; provided,  however, that no proxy shall be voted after three years from
its date, unless said proxy provides for a longer period. At all meetings of the
stockholders,  all matters  (except  where other  provision  is made by law, the
Certificate  or these  Bylaws)  shall be decided  by the vote of a  majority  in
interest of the  stockholders  present in person or by proxy at such meeting and
entitled  to  vote  thereon,  a  quorum  being  present.  Unless  demanded  by a
stockholder  present in person or by proxy at any meeting  and  entitled to vote
thereon,  the vote on any question  need not be by ballot.  Upon a demand by any
such  stockholder  for a vote by ballot upon any  question,  such vote by ballot
shall  be  taken.  On a vote by  ballot,  each  ballot  shall be  signed  by the
stockholder  voting,  or by his, her or its proxy,  if there be such proxy,  and
shall state the number of shares voted.

2.9      Inspection.

         The  chairman  of the  meeting  may at any  time  appoint  one or  more
inspectors  to serve at any meeting of the  stockholders.  Any  inspector may be
removed, and a new inspector or inspectors appointed,  by the Board at any time.
Such inspectors shall decide upon the qualifications of voters, accept and count
votes,  declare  the  results of such vote,  and  subscribe  and  deliver to the
secretary  of the  meeting a  certificate  stating the number of shares of stock
issued and  outstanding  and  entitled to vote  thereon and the number of shares
voted for and against the question,  respectively.  The  inspectors  need not be
stockholders of the Corporation,  and any director or officer of the Corporation
may be an inspector on any question  other than a vote for or against his or her
election to any position with the Corporation or on any other matter in which he
or she may be  directly  interested.  Before  acting  as herein  provided,  each
inspector  shall  subscribe  an oath  faithfully  to  execute  the  duties of an
inspector  with  strict  impartiality  and  according  to the best of his or her
ability.

2.10     List of Stockholders.

         It  shall  be the  duty  of  the  Secretary  or  other  officer  of the
Corporation  who shall have charge of its stock  ledger to prepare and make,  at
least 10 days before every meeting of the  stockholders,  a complete list of the
stockholders  entitled to vote  thereat,  arranged in  alphabetical  order,  and
showing the address of each  stockholder and the number of shares  registered in
the name of each stockholder.  Such list shall be open to the examination of any
stockholder,  for any  purpose  germane  to any such  meeting,  during  ordinary
business hours,  for a period of at least 10 days prior to such meeting,  either
at a place within the city where such  meeting is to be held,  which place shall
be specified in the notice of the meeting or, if not so specified,  at the place
where the meeting is to be held.  Such list shall also be  produced  and kept at
the time and place of the  meeting  during  the whole time  thereof,  and may be
inspected by any stockholder who is present.


                I-4




2.11     Stockholders' Consent in Lieu of Meeting.

         Any action  required by the Delaware  Statute to be taken at any annual
or special meeting of the stockholders of the  Corporation,  or any action which
may be taken at any annual or special meeting of such stockholders, may be taken
without a meeting,  without  prior  notice and  without a vote,  by a consent in
writing, as permitted by the Delaware Statute.

         2.12 Action by Means of Conference Telephone or Similar  Communications
Equipment.

         Any one or more of the stockholders may participate in a meeting of the
stockholders  by  means  of  conference  telephone  or  similar   communications
equipment by which all persons participating in the meeting can hear each other,
and participation in a meeting by such means shall constitute presence in person
at such meeting.

                                   ARTICLE III

                               BOARD OF DIRECTORS

3.1      General Powers.

         The business,  property and affairs of the Corporation shall be managed
by or under the  direction  of the Board,  which may exercise all such powers of
the  Corporation  and do all such lawful acts and things as are not by law or by
the   Certificate   directed  or  required  to  be  exercised  or  done  by  the
stockholders.

3.2      Number and Term of Office.

         The number of directors of the Corporation  shall not be less than five
nor more than eight.  The number of directors  within the range set forth in the
preceding sentence shall be fixed from time to time by the Board. Directors need
not be stockholders.  Each director shall hold office until his or her successor
is elected and  qualified,  or until his or her earlier death or  resignation or
removal in the manner hereinafter provided.

3.3      Election of Directors.

         At each  meeting of the  stockholders  for the election of directors at
which a quorum is present,  the persons  receiving the greatest number of votes,
up to the number of  directors  to be elected,  of the  stockholders  present in
person  or by  proxy  and  entitled  to vote  thereon  shall  be the  directors;
provided,  however,  that for  purposes  of such  vote no  stockholder  shall be
allowed to cumulate  his or her votes.  Unless an  election  by ballot  shall be
demanded as provided in Section 2.8 of Article II,  election of directors may be
conducted in any manner approved at such meeting.


                I-5




3.4      Resignation, Removal and Vacancies.

         Any  director  may resign at any time by giving  written  notice to the
Board,  the  Chairman,  the  Chief  Executive  Officer  or the  Secretary.  Such
resignation  shall take effect at the time specified  therein or, if the time be
not specified, upon receipt thereof; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

         Any director or the entire Board may be removed, with or without cause,
at any time, by vote of the holders of a majority of the shares then entitled to
vote at an  election  of  directors  or by written  consent of the  stockholders
pursuant to Section 2.11 of Article II.

         Vacancies  occurring  on the Board for any reason may be filled by vote
of the stockholders or by the stockholders'  written consent pursuant to Section
2.11 of Article II, or by vote of the Board or by the directors' written consent
pursuant to Section 3.6 of this Article III. If the number of directors  then in
office  is less  than a  quorum,  such  vacancies  may be  filled by a vote of a
majority of the directors then in office.

3.5      Meetings.

         (a) Annual Meetings.  As soon as practicable after each annual election
of  directors,  the Board  shall meet for the  purpose of  organization  and the
transaction of other business, unless it shall have transacted all such business
by written consent pursuant to Section 3.6 of this Article III.

         (b) Other  Meetings.  Other meetings of the Board shall be held at such
times and at such places as the Board, the Chairman, the Chief Executive Officer
or any director shall from time to time determine.

         (c) Notice of Meetings.  Notice shall be given to each director of each
meeting,  including the time, place and purpose of such meeting.  Notice of each
such meeting shall be mailed to each director, addressed to him or her at his or
her  residence or usual place of business,  at least two days before the date on
which such  meeting is to be held,  or shall be sent to him or her at such place
by telegraph,  cable,  wireless or other form of recorded  communication,  or be
delivered  personally  or by telephone  not later than the day before the day on
which such  meeting is to be held,  but notice need not be given to any director
who shall attend such meeting. A written waiver of notice,  signed by the person
entitled  thereto,  whether  before  or  after  the time of the  meeting  stated
therein, shall be deemed equivalent to notice.

         (d) Place of Meetings. The Board may hold its meetings at such place or
places  within or outside  the State of  Delaware  as the Board may from time to
time determine,  or as shall be designated in the respective  notices or waivers
of notice thereof.

         (e)  Quorum and Manner of  Acting.  A majority  of the total  number of
directors  then in office shall be present in person at any meeting of the Board
in order to constitute a quorum for the transaction of business at such meeting,
and the vote of a majority  of those  directors  present at any such  meeting at
which a quorum is present shall be necessary for the passage of any

                I-6





resolution or act of the Board, except as otherwise expressly required by law or
these Bylaws. In the absence of a quorum for any such meeting, a majority of the
directors  present  thereat may adjourn  such  meeting from time to time until a
quorum shall be present.

         (f)  Organization.  At each meeting of the Board,  one of the following
shall act as chairman of the meeting and preside thereat, in the following order
of precedence:

              (i) the Chairman, if any;

              (ii) the Chief Executive Officer (if a director); or

              (iii) any  director  designated  by a  majority  of the  directors
present.

The Secretary or, in the case of his or her absence, an Assistant Secretary,  if
an Assistant Secretary has been appointed and is present, or any person whom the
chairman of the meeting shall appoint shall act as secretary of such meeting and
keep the minutes thereof.

3.6      Directors' Consent in Lieu of Meeting.

         Any action  required  or  permitted  to be taken at any  meeting of the
Board may be taken  without a meeting,  without prior notice and without a vote,
if a consent in writing,  setting forth the action so taken,  shall be signed by
all of the  directors  then in office and such consent is filed with the minutes
of the proceedings of the Board.

3.7 Action by Means of Conference Telephone or Similar Communications Equipment.

         Any one or more  members of the Board may  participate  in a meeting of
the Board by means of conference telephone or similar  communications  equipment
by which all persons  participating  in the  meeting  can hear each  other,  and
participation in a meeting by such means shall constitute  presence in person at
such meeting.

3.8      Committees.

         The Board may, by resolution or resolutions passed by a majority of the
whole Board,  designate one or more committees,  such committee or committees to
have such  name or names as may be  determined  from time to time by  resolution
adopted  by the  Board,  and  each  such  committee  to  consist  of one or more
directors of the Corporation, which to the extent provided in said resolution or
resolutions  shall  have  and  may  exercise  the  powers  of the  Board  in the
management of the business and affairs of the  Corporation and may authorize the
seal of the  Corporation  to be affixed to all papers  which may  require  it. A
majority of all the members of any such  committee  may determine its action and
fix the time  and  place of its  meetings,  unless  the  Board  shall  otherwise
provide.  The Board shall have power to change the members of any such committee
at any time, to fill vacancies and to discharge any such committee,  either with
or without cause, at any time.


                I-7




                                   ARTICLE IV

                                    OFFICERS

4.1      Executive Officers.

         The principal officers of the Corporation shall be a Chairman,  a Chief
Executive  Officer,  a Secretary  and a  Treasurer,  and may include  such other
officers  as the Board may appoint  pursuant to Section 4.3 of this  Article IV.
Any two or more offices may be held by the same person.

4.2      Authority and Duties.

         All officers,  as between  themselves and the  Corporation,  shall have
such authority and perform such duties in the  management of the  Corporation as
may be provided in these Bylaws or, to the extent so provided, by the Board.

4.3      Other Officers.

         The Corporation  may have such other officers,  agents and employees as
the Board may deem  necessary,  including,  a President,  one or more  Assistant
Secretaries,  one or more Assistant  Treasurers and one or more Vice Presidents,
each of whom shall hold office for such period,  have such authority and perform
such duties as the Board,  the Chairman or the Chief Executive  Officer may from
time to time  determine.  The Board may  delegate to any  principal  officer the
power to appoint  and define the  authority  and duties of, or remove,  any such
officers, agents or employees.

4.4      Term of Office, Resignation and Removal.

         All officers  shall be elected or appointed by the Board and shall hold
office for such term as may be prescribed by the Board.  Each officer shall hold
office until his or her successor has been elected or appointed and qualified or
until  his  or her  earlier  death  or  resignation  or  removal  in the  manner
hereinafter provided. The Board may require any officer to give security for the
faithful performance of his or her duties.

         Any  officer  may  resign at any time by giving  written  notice to the
Board,  the  Chairman,  the  Chief  Executive  Officer  or the  Secretary.  Such
resignation  shall take effect at the time specified  therein or, if the time be
not  specified,  at the time it is  accepted  by action of the Board.  Except as
aforesaid,  the acceptance of such resignation shall not be necessary to make it
effective.

         All  officers  and agents  elected or  appointed  by the Board shall be
subject  to  removal  at any  time by the  Board or by the  stockholders  of the
Corporation with or without cause.


                I-8




4.5      Vacancies.

         If the  office of  Chairman,  Chief  Executive  Officer,  Secretary  or
Treasurer becomes vacant for any reason, the Board shall fill such vacancy,  and
if any other office becomes vacant, the Board may fill such vacancy. Any officer
so  appointed  or elected by the Board  shall  serve only until such time as the
unexpired term of his or her predecessor shall have expired, unless reelected or
reappointed by the Board.

4.6      The Chairman.

         The  Chairman  shall  give  counsel  and  advice  to the  Board and the
officers  of the  Corporation  on all  subjects  concerning  the  welfare of the
Corporation  and the conduct of its business and shall perform such other duties
as the Board may from time to time determine. Unless otherwise determined by the
Board, he or she shall preside at meetings of the Board and of the  Stockholders
at which he is present.

4.7      The Chief Executive Officer.

         Unless otherwise  determined by the Board, the Chief Executive  Officer
shall be the chief  executive  officer of the  Corporation.  The Chief Executive
Officer shall have general and active management and control of the business and
affairs of the  Corporation  subject  to the  control of the Board and shall see
that all orders and resolutions of the Board are carried into effect.  The Chief
Executive  Officer  shall from time to time make such  reports of the affairs of
the  Corporation  as the Board of Directors  may require and shall  perform such
other duties as the Board may from time to time determine.

4.8      The Secretary.

         The Secretary shall, to the extent practicable,  attend all meetings of
the Board and all  meetings of the  stockholders  and shall record all votes and
the minutes of all proceedings in a book to be kept for that purpose.  He or she
may give, or cause to be given,  notice of all meetings of the  stockholders and
of the Board,  and shall  perform such other duties as may be  prescribed by the
Board, the Chairman or the Chief Executive  Officer,  under whose supervision he
or she  shall  act.  He or she  shall  keep  in  safe  custody  the  seal of the
Corporation  and affix the same to any duly authorized  instrument  requiring it
and,  when so affixed,  it shall be attested by his or her  signature  or by the
signature  of the  Treasurer  or, if  appointed,  an  Assistant  Secretary or an
Assistant Treasurer.  He or she shall keep in safe custody the certificate books
and  stockholder  records  and such  other  books and  records  as the Board may
direct,  and shall perform all other duties  incident to the office of Secretary
and such other  duties as from time to time may be assigned to him or her by the
Board, the Chairman or the Chief Executive Officer.

4.9      The Treasurer.

         The Treasurer  shall have the care and custody of the  corporate  funds
and other valuable effects,  including securities,  shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in

                I-9




the name and to the credit of the  Corporation  in such  depositories  as may be
designated  by  the  Board.  The  Treasurer  shall  disburse  the  funds  of the
Corporation  as may be ordered by the Board,  taking  proper  vouchers  for such
disbursements,  shall  render  to the  Chairman,  Chief  Executive  Officer  and
directors, at the regular meetings of the Board or whenever they may require it,
an account of all his  transactions as Treasurer and of the financial  condition
of the  Corporation and shall perform all other duties incident to the office of
Treasurer  and such other  duties as from time to time may be assigned to him or
her by the Board, the Chairman or the Chief Executive Officer.

                                    ARTICLE V

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

5.1      Execution of Documents.

         The Board shall  designate,  by either specific or general  resolution,
the officers,  employees and agents of the  Corporation who shall have the power
to execute and deliver deeds, contracts,  mortgages, bonds, debentures,  checks,
drafts and other orders for the payment of money and other  documents for and in
the name of the  Corporation,  and may authorize  such  officers,  employees and
agents to delegate such power  (including  authority to  redelegate)  by written
instrument to other officers, employees or agents of the Corporation.  Unless so
designated  or expressly  authorized by these  Bylaws,  no officer,  employee or
agent shall have any power or authority to bind the  Corporation by any contract
or engagement,  to pledge its credit or to render it liable  pecuniarily for any
purpose or amount.

5.2      Deposits.

         All funds of the Corporation not otherwise  employed shall be deposited
from time to time to the credit of the  Corporation or otherwise as the Board or
Treasurer, or any other officer of the Corporation to whom power in this respect
shall have been given by the Board, shall select.


5.3     Proxies with Respect to Stock or Other Securities of Other Corporations.

         The Board shall  designate  the officers of the  Corporation  who shall
have  authority  from  time  to  time to  appoint  an  agent  or  agents  of the
Corporation to exercise in the name and on behalf of the  Corporation the powers
and  rights  which  the  Corporation  may have as the  holder  of stock or other
securities in any other corporation, and to vote or consent with respect to such
stock or securities. Such designated officers may instruct the person or persons
so appointed  as to the manner of  exercising  such powers and rights,  and such
designated  officers  may  execute  or cause to be  executed  in the name and on
behalf of the  Corporation  and  under its  corporate  seal or  otherwise,  such
written  proxies,  powers  of  attorney  or other  instruments  as they may deem
necessary  or proper in order that the  Corporation  may exercise its powers and
rights.


                I-10




                                   ARTICLE VI

                  SHARES AND THEIR TRANSFER; FIXING RECORD DATE

6.1      Certificates for Shares.

         Every  owner of stock of the  Corporation  shall be  entitled to have a
certificate certifying the number and class of shares owned by him, her or it in
the  Corporation,  which  shall be in such  form as shall be  prescribed  by the
Board.  Certificates shall be numbered and issued in consecutive order and shall
be signed  by, or in the name of, the  Corporation  by the  Chairman,  the Chief
Executive  Officer or any Vice President,  and by the Treasurer (or an Assistant
Treasurer,  if  appointed)  or the  Secretary  (or an  Assistant  Secretary,  if
appointed).  In case any  officer or  officers  who shall  have  signed any such
certificate  or  certificates  shall cease to be such officer or officers of the
Corporation,  whether  because of death,  resignation or otherwise,  before such
certificate or certificates  shall have been delivered by the Corporation,  such
certificate or certificates  may  nevertheless be adopted by the Corporation and
be issued  and  delivered  as though  the  person or  persons  who  signed  such
certificate had not ceased to be such officer or officers of the Corporation.

6.2      Record.

         A record in one or more  counterparts  shall be kept of the name of the
person,  firm or corporation  owning the shares  represented by each certificate
for stock of the Corporation  issued,  the number of shares  represented by each
such certificate, the date thereof and, in the case of cancellation, the date of
cancellation. Except as otherwise expressly required by law, the person in whose
name  shares of stock  stand on the stock  record  of the  Corporation  shall be
deemed the owner thereof for all purposes regarding the Corporation.

6.3      Transfer and Registration of Stock.

         The transfer of stock and certificates which represent the stock of the
Corporation  shall be  governed  by  Article 8 of  Subtitle  1 of Title 6 of the
Delaware Code (the Uniform Commercial Code), as amended from time to time.

         Registration  of transfers of shares of the  Corporation  shall be made
only on the books of the  Corporation  upon  request  of the  registered  holder
thereof,  or of his,  her or its  attorney  thereunto  authorized  by  power  of
attorney duly executed and filed with the Secretary of the Corporation, and upon
the  surrender  of the  certificate  or  certificates  for such shares  properly
endorsed or accompanied by a stock power duly executed.

6.4      Addresses of Stockholders.

         Each  stockholder  shall designate to the Secretary an address at which
notices of meetings and all other  corporate  notices may be served or mailed to
him, her or it, and, if any  stockholder  shall fail to designate  such address,
corporate notices may be served upon him, her or it by mail directed to him, her
or it at his, her or its post-office address, if any, as the same appears on the
share  record  books  of the  Corporation  or at  his,  her or  its  last  known
post-office address.


                I-11




6.5      Lost, Destroyed and Mutilated Certificates.

         The holder of any shares of the Corporation  shall  immediately  notify
the  Corporation  of any loss,  destruction  or  mutilation  of the  certificate
therefor,  and the Board may, in its discretion,  cause to be issued to him, her
or it a new certificate or certificates  for such shares,  upon the surrender of
the  mutilated  certificates  or,  in the  case of loss  or  destruction  of the
certificate,  upon satisfactory proof of such loss or destruction, and the Board
may, in its discretion,  require the owner of the lost or destroyed  certificate
or his, her or its legal  representative  to give the Corporation a bond in such
sum and  with  such  surety  or  sureties  as it may  direct  to  indemnify  the
Corporation  against  any claim  that may be made  against  it on account of the
alleged loss or destruction of any such certificate.

6.6      Regulations.

         The Board may make such rules and regulations as it may deem expedient,
not  inconsistent  with  these  Bylaws,   concerning  the  issue,  transfer  and
registration of certificates for stock of the Corporation.

6.7      Fixing Date for Determination of Stockholders of Record.

         (a) In order  that  the  Corporation  may  determine  the  stockholders
entitled  to  notice  of or to  vote  at  any  meeting  of  stockholders  or any
adjournment  thereof,  the Board may fix a record date,  which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board,  and which  record date shall be not more than 60 nor less than 10
days before the date of such  meeting.  If no record date is fixed by the Board,
the record date for determining stockholders entitled to notice of or to vote at
a meeting  of  stockholders  shall be at the close of  business  on the day next
preceding  the day on which  notice is given,  or, if notice is  waived,  at the
close of  business  on the day next  preceding  the day on which the  meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of  stockholders  shall apply to any  adjournment  of the  meeting;
provided,  however,  that the Board may fix a new record date for the  adjourned
meeting.

         (b) In order  that  the  Corporation  may  determine  the  stockholders
entitled to consent to corporate action in writing without a meeting,  the Board
may fix a record  date,  which record date shall not precede the date upon which
the  resolution  fixing the record date is adopted by the Board,  and which date
shall be not more than 10 days after the date upon which the  resolution  fixing
the record date is adopted by the Board. If no record date has been fixed by the
Board,  the record  date for  determining  stockholders  entitled  to consent to
corporate action in writing without a meeting, when no prior action by the Board
is required by the Delaware  Statute,  shall be the first date on which a signed
written  consent  setting  forth the  action  taken or  proposed  to be taken is
delivered to the  Corporation by delivery to its registered  office in the State
of  Delaware,  its  principal  place of  business  or an officer or agent of the
Corporation  having  custody of the book in which  proceedings  of  meetings  of
stockholders are recorded.  Delivery made to the

                I-12




Corporation's  registered  office shall be by hand or by certified or registered
mail,  return receipt  requested.  If no record date has been fixed by the Board
and prior  action by the Board is required by the Delaware  Statute,  the record
date for  determining  stockholders  entitled to consent to corporate  action in
writing  without a meeting shall be at the close of business on the day on which
the Board adopts the resolution taking such prior action.

         (c) In order  that  the  Corporation  may  determine  the  stockholders
entitled to receive  payment of any dividend or other  distribution or allotment
of any rights or the stockholders  entitled to exercise any rights in respect of
any change,  conversion  or  exchange of stock,  or for the purpose of any other
lawful  action,  the Board may fix a record  date,  which  record date shall not
precede  the date upon which the  resolution  fixing the record date is adopted,
and which record date shall be not more than 60 days prior to such action. If no
record date is fixed, the record date for determining  stockholders for any such
purpose  shall be at the close of business on the day on which the Board  adopts
the resolution relating thereto.

                                   ARTICLE VII

                          INDEMNIFICATION AND INSURANCE

7.1      Indemnification.

         (a) As provided in the Certificate,  to the fullest extent permitted by
the Delaware Statute as the same exists or may hereafter be amended,  a director
of the Corporation  shall not be liable to the  Corporation or its  stockholders
for breach of fiduciary duty as a director.

         (b) Without  limitation of any right conferred by paragraph (a) of this
Section 7.1,  each person who was or is made a party or is threatened to be made
a party to or is  otherwise  involved in any  threatened,  pending or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a  director,  officer  or  employee  of the  Corporation  or is or was
serving at the request of the Corporation as a director,  officer or employee of
another  corporation  or  of  a  partnership,  joint  venture,  trust  or  other
enterprise,   including  service  with  respect  to  an  employee  benefit  plan
(hereinafter an  "indemnitee"),  whether the basis of such proceeding is alleged
action in an official capacity while serving as a director,  officer or employee
or in any other capacity while serving as a director, officer or employee, shall
be  indemnified  and held  harmless by the  Corporation  to the  fullest  extent
authorized  by the  Delaware  Statute,  as the same exists or may  hereafter  be
amended  (but, in the case of any such  amendment,  only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
permitted  prior  thereto),  against all expense,  liability and loss (including
attorneys' fees,  judgments,  fines, excise taxes or amounts paid in settlement)
reasonably  incurred or suffered by such indemnitee in connection  therewith and
such  indemnification  shall continue as to an indemnitee who has ceased to be a
director, officer or employee and shall inure to the benefit of the indemnitee's
heirs, testators, intestates,  executors and administrators;  provided, however,
that  such  person  acted in good  faith  and in a manner  he or she  reasonably
believed to be in, or not opposed to, the best interests of the Corporation, and
with respect to a criminal  action or  proceeding,  had no  reasonable  cause to
believe his or her conduct was unlawful; provided further, however, that no

                I-13




indemnification shall be made in the case of an action, suit or proceeding by or
in the right of the  Corporation  in relation to matters as to which it shall be
adjudged  in such  action,  suit or  proceeding  that  such  director,  officer,
employee  or  agent  is  liable  to  the  Corporation,  unless  a  court  having
jurisdiction  shall determine that,  despite such  adjudication,  such person is
fairly and reasonably  entitled to indemnification;  provided further,  however,
that,  except as provided in Section  7.1(c) of this Article VII with respect to
proceedings  to  enforce  rights  to  indemnification,   the  Corporation  shall
indemnify any such  indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) initiated
by such indemnitee was authorized by the Board of Directors of the  Corporation.
The right to  indemnification  conferred in this Article VII shall be a contract
right and shall  include the right to be paid by the  Corporation  the  expenses
incurred in defending any such  proceeding  in advance of its final  disposition
(hereinafter  an  "advancement of expenses");  provided,  however,  that, if the
Delaware Statute requires,  an advancement of expenses incurred by an indemnitee
in his or her capacity as a director or officer  (and not in any other  capacity
in which  service  was or is  rendered by such  indemnitee,  including,  without
limitation,  service  to an  employee  benefit  plan)  shall be made  only  upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right to  appeal  (hereinafter  a  "final  adjudication")  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section or otherwise.

         (c) If a claim under Section  7.1(b) of this Article VII is not paid in
full by the  Corporation  within 60 days after a written claim has been received
by the  Corporation,  except  in the  case  of a  claim  for an  advancement  of
expenses,  in which case the applicable  period shall be 20 days, the indemnitee
may at any time  thereafter  bring suit against the  Corporation  to recover the
unpaid amount of the claim.  If successful in whole or in part in any such suit,
or in a suit brought by the  Corporation  to recover an  advancement of expenses
pursuant to the terms of any undertaking, the indemnitee shall be entitled to be
paid also the expense of  prosecuting  or defending  such suit.  In (i) any suit
brought by the indemnitee to enforce a right to  indemnification  hereunder (but
not in a suit brought by the  indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) in any suit by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking,  the
Corporation shall be entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met the applicable standard of conduct set forth in
the Delaware  Statute.  Neither the failure of the  Corporation  (including  the
Board,   independent  legal  counsel,  or  the  stockholders)  to  have  made  a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the  circumstances  because the  indemnitee  has met the
applicable standard of conduct set forth in the Delaware Statute,  nor an actual
determination by the Corporation (including the Board, independent legal counsel
or the stockholders) that the indemnitee has not met such applicable standard of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Section  or  otherwise  shall  be  on  the   Corporation.   (d)  The  rights  to
indemnification and to the advancement of expenses conferred in this Article VII
shall not be exclusive of any other right which any person may have or hereafter
acquire under any statute, the Certificate,  agreement,  vote of stockholders or
disinterested directors or otherwise.

                I-14




7.2      Insurance.

         The Corporation may purchase and maintain insurance, at its expense, to
protect  itself and any person who is or was a  director,  officer,  employee or
agent of the  Corporation  or any person who is or was serving at the request of
the  Corporation  as  a  director,   officer,   employer  or  agent  of  another
corporation,  partnership,  joint venture, trust or other enterprise against any
expense,  liability or loss, whether or not the Corporation would have the power
to  indemnify  such person  against  such  expense,  liability or loss under the
Delaware Statute.

                                  ARTICLE VIII

8.1      Seal.

         The Board may provide a corporate seal, which shall be in the form of a
circle  and  shall  bear  the  full  name  of  the  Corporation,   the  year  of
incorporation  of the  Corporation  and the words and figures  "Corporate Seal -
Delaware."

8.2      Fiscal Year.

         The fiscal year of the Corporation  shall end March 31 unless otherwise
determined by the Board.

8.3      Amendment.

         Any bylaw (including these Bylaws) may be adopted,  amended or repealed
by the vote of the holders of a majority of the shares then  entitled to vote or
by the stockholders'  written consent pursuant to Section 2.11 of Article II, or
by the vote of the  Board  or by the  directors'  written  consent  pursuant  to
Section 3.6 of Article III.

                                     * * * *

                I-15





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Table of Contents
====================================================================================================================================
                                                                       Page
   Letter on Behalf of Board of Directors....................N/A
   Summary Term Sheet..........................................1
   Voting Securities...........................................2
   Proposed Sale Transaction...................................4
   Pro Forma Financial Statements.............................10
   Security Ownership of Certain Beneficial                          PERFECTDATA CORPORATION
      Holders and Management..................................13     Consent Solicitation Statement
   Authorize the Reincorporation of the Company                        dated September 10, 2004
       As a Delaware Corporation..............................16
   Comparison of Rights of Holders of
      the Company's and PerfectData Delaware's
      Common Stock............................................20
   Description of the Company and
       PerfectData Capital Stock..............................33
   Dissenters' Rights.........................................35
   Miscellaneous..............................................39
   Appendix A - Copy of Asset Purchase
         Agreement dated as of October 3, 2003...............A-1
   Appendix B - Copy of First Amendment dated
         as of February 26, 2004 to the
         Asset Purchase Agreement............................B-1
   Appendix C - Copy of Second Amendment
         dated as of August 12, 2004 to the
         Asset Purchase Agreement............................C-1
   Appendix D - California Statutory
         Provisions as to Dissenters' Rights.................D-1
   Appendix E - Financial Statements
         March 31, 2004 and 2003 and
         Related Management's Discussion
         and Analysis........................................E-1
   Appendix F - Financial Statements
         June 30, 2004 and 2003 and
         Related Management's Discussion
         and Analysis........................................F-1
   Appendix G - Copy of Agreement and Plan
         of Merger dated as of September  , 2004.............G-1
   Appendix H - Certificate of Incorporation
         Of PerfectData (Delaware) Inc.......................H-1
   Appendix I - Bylaws of PerfectData
         (Delaware) Inc......................................I-1


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                             PERFECTDATA CORPORATION
                          1445 East Los Angeles Avenue
                                    Suite 208
                              Simi Valley, CA 93605
          This Consent is Solicited on Behalf of the Board of Directors


The undersigned hereby consents, with respect to all of the shares of the Common
Stock  of  PerfectData  Corporation  (the  "Company")  held  of  record  by  the
undersigned on September 3, 2004, as follows:

1. With respect to the proposal to sell the Company's  operating assets to Spray
Products Corporation:

                            FOR              AGAINST           ABSTAIN

2. With  respect to the  proposal to  reincorporate  the Company in the State of
Delaware:

                            FOR              AGAINST           ABSTAIN

This  consent,  when  executed,  will be voted  in the  manner  directed  by the
undersigned shareholder(s).  If no direction is made, this consent will be voted
FOR proposals 1 and 2.

PLEASE  MARK,  SIGN,  DATE,  AND RETURN THIS CARD  PROMPTLY  USING THE  ENCLOSED
ENVELOPE


       Please  sign  exactly as your name  appears to the left.  When shares are
       held by joint  tenants,  please  both sign.  When  signing  as  attorney,
       executor,  administrator,  trustee or guardian, please give full title as
       such.  If a  corporation,  please  sign  in  full  corporate  name by the
       President or other authorized officer.  If a partnership,  please sign in
       full partnership name by a duly authorized person.
                                            ____________________________________
                                                                       Signature

                                            ____________________________________
                                                      Signature, if held jointly

Date:    _________________________, 2004