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                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                               CURRENT REPORT PURSUANT
                            TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
         Date of report (Date of earliest event reported): November 29, 2004
  
                               PERFECTDATA CORPORATION
               (Exact Name of Registrant as Specified in Its Charter)
  
                                      Delaware
                   (State or Other Jurisdiction of Incorporation)
  
        0-12817                                95-3087593
  (Commission File Number)             (I.R.S. Employer Identification No.)
  
  1445 East Los Angeles Avenue, Simi Valley, CA            93065
  (Address of Principal Executive Offices)               (Zip Code)
  
                                         (805) 581-4006
                    (Registrant's Telephone Number, Including Area Code)
  
  Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
  simultaneously  satisfy the filing obligation of the registrant under any of the
  following provisions (see General Instruction A.2 below):
  
       Written  communications  pursuant to Rule 425 under the  Securities Act (17
  CFR 230.425)
  
       Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
  240.14a-12)
  
       Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
  Exchange Act (17 CFR 240.14d-d(b))
  
       Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
  Exchange Act (17 CFR 240.13e-4(c))
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                          Section 2 - Financial Information
  
  Item 2.01.        Completion of Acquisition or Disposition of Assets.
  
       (a) On November 29, 2004, PerfectData  Corporation (the "Company") received
  consents from the holders of record of 3,440,725  shares of its Common Stock, no
  par value (the  "Company  Common  Stock"),  representing  55.4% of the 6,209,530
  shares of the Company Common Stock  outstanding on October 21, 2004 (the "Record
  Date"),  which had been set as the record date pursuant to Section  701(b)(2) of
  the California  General  Corporation  Law (the "CGCL") for the  solicitation  of
  consents,  consenting to the sale of its business  operations to Spray  Products
  Corporation  ("Spray").  In addition, the Company received written consent forms
  in which the holders of 29,555  shares voted against the proposal and holders of
  865 shares abstained.  The consents, as were those for the transaction described
  in Item 3.03 to this Report,  were solicited  pursuant to the Company's  Consent
  Solicitation  Statement dated October 26, 2004 (the "CSS"), which had been filed
  pursuant to Section 14 of the  Securities  Exchange Act of 1934, as amended (the
  "Exchange Act"), and Regulation 14A promulgated thereunder and a definitive copy
  of the CSS having been filed  pursuant to Rule 14a-6(b) of Regulation  14A under
  the Exchange Act on November 1, 2004. On November 30, 2004, the Company sold the
  business operations to Spray pursuant to an Asset Purchase Agreement dated as of
  October 3, 2003 (the  "APA") as  amended as of  February  26,  2004 (the  "First
  Amendment")  and as of August 12, 2004 (the "Second  Amendment").  A copy of the
  APA is filed (by  incorporation  by reference) as Exhibit 10.1 to this Report, a
  copy of the First Amendment is filed (by  incorporation by reference) as Exhibit
  10.2  to  this  Report  and  a  copy  of  the  Second  Amendment  is  filed  (by
  incorporation  by  reference)  as  Exhibit  10.3 to this  Report  and the APA as
  amended by the First Amendment and the Second Amendment are incorporated  herein
  by this reference.
  
       (b)  The  operating   assets   transferred  to  Spray  were  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 office); and all of the Company's intellectual property rights. The
  Company did not transfer to Spray any of its cash or cash equivalents as part of
  the transaction.
  
       (c) There was no  material  relationships,  other  than in  respect  of the
  transaction,  between  Spray and the  Company or any of its  affiliates,  or any
  director or officer of the Company,  or any associate of any director or officer
  of the Company.
  
       (d) Pursuant to the APA as amended, the purchase price for the assets to be
  sold  to  Spray  was to be (1) the sum of (a)  collectible  accounts  receivable
  (which were  $217,475),  (b) inventory  (which was $39,977) and (c) $80,000 less
  (2) the trade payables to be assumed by Spray. As previously reported,  pursuant
  to the  Second  Amendment,  Spray had  assumed,  effective  June 1,  2004,  full
  responsibility  for all of the customers of the Company.  Because Spray had been
  operating  the  business  for a six-month  period  between  June 1, 2004 and the
  closing date of November 30,  2004,  all of the trade  payables to be assumed by
  Spray had instead
  
  
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  become  amounts  which the Company owed to Spray.  In addition,  the Company had
  withheld  sums  from  payments   otherwise  due  Spray  and  paid  $1,493.54  in
  commissions on behalf of Spray. The parties, accordingly, at the closing, agreed
  that,  because the amounts due Spray  unrelated  to the closing more than offset
  the purchase price due the Company, no cash need be paid to the Company.
  
       (e) Not applicable.
  
                     Section 3 - Securities and Trading Markets
  
  Item 3.03.        Material Modification to Rights of Security Holders.
  
       (a) On November  29,  2004,  the Company also  received  consents  from the
  holders of record of 3,438,445 shares of the Company Common Stock,  representing
  55.37% of the 6,209,530  shares of the Company  Common Stock  outstanding on the
  Record Date,  consenting to the  reincorporation of the Company,  which had been
  incorporated  under  the  laws  of  the  State  of  California,  as  a  Delaware
  corporation.  In addition,  the Company  received written consent forms in which
  the holders of 21,835  shares  voted  against the proposal and holders of 10,865
  shares abstained. As were the consents solicited with respect to the transaction
  described in Item 2.01 to this Report,  the consents were solicited  pursuant to
  the CSS. On November 29, 2004,  the  reincorporation  was effected by the merger
  (the  "Merger")  of the  Company  with  and into  its  wholly-owned  subsidiary,
  PerfectData (Delaware) Inc. ("PerfectData Delaware"),  which subsidiary had been
  incorporated  on November 5, 2004 under the laws of the State of  Delaware,  and
  the name of PerfectData  Delaware was,  simultaneously  with consummation of the
  Merger, changed to PerfectData Corporation.  A copy of the Agreement and Plan of
  Merger dated as of November 29, 2004  relating to the Merger is filed as Exhibit
  2.1 to this Report and is incorporated herein by this reference.  As a result of
  the Merger,  each share of the Company Common Stock  automatically was converted
  into one  share of the  Common  Stock,  $.01 par  value  (the  "Delaware  Common
  Stock"),  of  PerfectData  Delaware.  As  indicated  at  page 19 of the  CSS,  a
  shareholder  of  the  Company  does  not  have  to  exchange  his,  her  or  its
  certificate(s)  evidencing shares of the Company Common Stock for certificate(s)
  evidencing  shares of the Delaware Common Stock unless and until the shareholder
  desires to sell or otherwise transfer the shareholder's shares. The CUSIP number
  for the  Delaware  Common  Stock is the same as the CUSIP number for the Company
  Common Stock.
  
       Copies of the  Certificate  of  Incorporation  and  Bylaws  of  PerfectData
  Delaware, which were Appendices H and I, respectively, to the CSS, are filed (by
  incorporation by reference) as Exhibits 3(i)(2) and 3(ii)(2),  respectively,  to
  this  Report  and are  incorporated  herein  by this  reference.  Copies  of the
  Articles of Incorporation  and Bylaws of the Company are filed (by incorporation
  by reference) as Exhibits 3(i)(1) and 3(ii)(1) respectively,  to this Report and
  are  incorporated  herein by this  reference.  A  comparison  of the rights of a
  shareholder  of the  Company  Common  Stock with those of a  stockholder  of the
  Delaware  Common  Stock may be found in the  section  captioned  "Comparison  of
  Rights of Holders of the Company's and PerfectData  Delaware's  Common Stock" on
  pages  19  through  28 of  the  CSS,  a copy  of  which  section  is  filed  (by
  incorporation  by reference) as Exhibit 99.1 to this Report and is  incorporated
  herein by this  reference.  A  description  of the  Company's  capital stock and
  PerfectData  Delaware's  capital  stock  may be found in the  section  captioned
  "Description of the Company's and
  
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  PerfectData  Delaware's  Capital Stock" on pages 29 and 30 of the CSS, a copy of
  which section is filed (by  incorporation  by reference) as Exhibit 99.2 to this
  Report and is incorporated  herein by this reference.  As previously reported on
  page 17 of the CSS,  the Board of Directors of the Company does not believe that
  the change from no par value for the Company  Common Stock to $.01 par value for
  the Delaware  Common Stock has any  significant  adverse effect on the rights of
  the  shareholders  of the Company as a result of their becoming  stockholders of
  PerfectData Delaware upon consummation of the Merger.
  
       (b) Not applicable.
  
                   Section 5 - Corporate Governance and Management
  
  Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
              Year.
  
           (a)      See the Company's response to Item 3.03 to this Report.
  
           (b)      Not applicable.
  
                              Section 8 - Other Events
  
  Item 8.01.        Other Events.
  
       As a results of the shareholders'  consents given as reported in Items 2.01
  and 3.03 to this Report, the Company will be required, pursuant to Sections 1300
  through 1312 of the CGCL, to offer dissenters'  rights to those  shareholders of
  record of the  Company on the  Record  Date who voted  against,  or did not vote
  upon, the proposals  described in such Items. Such notice by the Company must be
  given by the Company to such shareholders within ten days of November 29, 2004.
  
                    Section 9 - Financial Statements and Exhibits
  
  Item 9.01.        Financial Statements and Exhibits.
  
       (a) Financial Statements of Businesses Acquired.
  
                    None
  
       (b) Pro Forma Financial Information.
  
                    None
  
       (c) Exhibits.
  
  Number                              Description of Exhibit
  
  2.1       Agreement  and Plan of Merger  dated as of  November  29,  2004 by and
            between the Company and PerfectData Delaware.
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  3(i)(1)   Articles of Incorporation of the Company.(1)
  3(i)(2)   Certificate of Incorporation of PerfectData Delaware.(2)
  3(ii)(1)  Bylaws of the Company.(3)
  3(ii)(2)  Bylaws of PerfectData Delaware.(2)
  10.1      Asset  Purchase  Agreement  entered  into as of October 3, 2003 by and
            between PerfectData Corporation and Spray Products Corporation.(4)
  10.2      First Amendment,  dated as of February 26, 2004, to the Asset Purchase
            Agreement, dated as of October 3, 2003, filed as Exhibit 10.1.(5)
  10.3      Second  Amendment,  dated as of August 12, 2004, to the Asset Purchase
            Agreement, dated as of October 3, 2003.(6)
  99.1      The  section  captioned  "Comparison  of  Rights  of  Holders  of  the
            Company's and PerfectData Delaware's Common Stock" on pages 19 through
            28 of the Company's Consent  Solicitation  Statement dated October 26,
            2004.(2)
  99.2      The section  captioned  "Description  of the Company's and PerfectData
            Delaware's  Capital Stock" on pages 29 and 30 of the Company's Consent
            Solicitation Statement dated October 26, 2004.(2)
  
  ____________________________
  
  (1)       Incorporated by reference to the Company's  Annual Report on Form 10-K
            for its fiscal year ended March 31, 1990.
  
  (2)       Incorporated  by  reference  to  the  Company's   definitive   Consent
            Solicitation  Statement dated October 26, 2004 as filed on November 1,
            2004.
  
  (3)       Incorporated by reference to the Company's  Annual Report on Form 10-K
            for its fiscal year ended March 31, 2000.
  
  (4)       Incorporated by reference to the Company's  Current Report on Form 8-K
            filed on October 3, 2003.
  
  (5)       Incorporated  by  reference  to the  Company's  Annual  Report on Form
            10-KSB for its fiscal year ended March 31, 2004.
  
  (6)       Incorporated  by reference to the Company's  Quarterly  Report on Form
            10-QSB for its quarter ended June 30, 2004.
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                                     SIGNATURES
  
       Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
  registrant has duly caused this amendment to a Report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
                                                 PERFECTDATA CORPORATION
                                                      (Registrant)
  
  
  Date:  December 2, 2004                         By:  /s/ Irene J. Marino
                                                           Irene J. Marino
                                                           Vice President, Finance
  
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  Number      Exhibit Filed with Report                                       Page
  
  
  2.1         Agreement  and Plan of Merger  dated as of November  29,         E-2
              2004 by and between the Company and PerfectData Delaware.
  
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                                                                       Exhibit 2.1
                            AGREEMENT AND PLAN OF MERGER
  
  
       THIS   AGREEMENT  AND  PLAN  OF  MERGER  dated  as  of  November  29,  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.
  
       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.
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       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  Corporatio'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 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.
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       (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
  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
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  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.
  
                                      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.
  <PAGE>
  <PAGE>
  
       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:_/s/ Harris A. Shapiro
                                                    Name:    Harris A. Shapiro
                                                    Title:   Chairman of the Board
  
  
                                          PERFECTDATA (DELAWARE) INC.
  
  
                                          By:_/s/ Irene J. Marino
                                                  Name:    Irene J. Marino
                                                  Title:   Vice President, Finance
  <PAGE>
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text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                               CURRENT REPORT PURSUANT
                            TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
         Date of report (Date of earliest event reported): November 29, 2004
  
                               PERFECTDATA CORPORATION
               (Exact Name of Registrant as Specified in Its Charter)
  
                                      Delaware
                   (State or Other Jurisdiction of Incorporation)
  
        0-12817                                95-3087593
  (Commission File Number)             (I.R.S. Employer Identification No.)
  
  1445 East Los Angeles Avenue, Simi Valley, CA            93065
  (Address of Principal Executive Offices)               (Zip Code)
  
                                         (805) 581-4006
                    (Registrant's Telephone Number, Including Area Code)
  
  Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
  simultaneously  satisfy the filing obligation of the registrant under any of the
  following provisions (see General Instruction A.2 below):
  
       Written  communications  pursuant to Rule 425 under the  Securities Act (17
  CFR 230.425)
  
       Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
  240.14a-12)
  
       Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
  Exchange Act (17 CFR 240.14d-d(b))
  
       Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
  Exchange Act (17 CFR 240.13e-4(c))
  Section 2 - Financial Information
  
  Item 2.01.        Completion of Acquisition or Disposition of Assets.
  
       (a) On November 29, 2004, PerfectData  Corporation (the "Company") received
  consents from the holders of record of 3,440,725  shares of its Common Stock, no
  par value (the  "Company  Common  Stock"),  representing  55.4% of the 6,209,530
  shares of the Company Common Stock  outstanding on October 21, 2004 (the "Record
  Date"),  which had been set as the record date pursuant to Section  701(b)(2) of
  the California  General  Corporation  Law (the "CGCL") for the  solicitation  of
  consents,  consenting to the sale of its business  operations to Spray  Products
  Corporation  ("Spray").  In addition, the Company received written consent forms
  in which the holders of 29,555  shares voted against the proposal and holders of
  865 shares abstained.  The consents, as were those for the transaction described
  in Item 3.03 to this Report,  were solicited  pursuant to the Company's  Consent
  Solicitation  Statement dated October 26, 2004 (the "CSS"), which had been filed
  pursuant to Section 14 of the  Securities  Exchange Act of 1934, as amended (the
  "Exchange Act"), and Regulation 14A promulgated thereunder and a definitive copy
  of the CSS having been filed  pursuant to Rule 14a-6(b) of Regulation  14A under
  the Exchange Act on November 1, 2004. On November 30, 2004, the Company sold the
  business operations to Spray pursuant to an Asset Purchase Agreement dated as of
  October 3, 2003 (the  "APA") as  amended as of  February  26,  2004 (the  "First
  Amendment")  and as of August 12, 2004 (the "Second  Amendment").  A copy of the
  APA is filed (by  incorporation  by reference) as Exhibit 10.1 to this Report, a
  copy of the First Amendment is filed (by  incorporation by reference) as Exhibit
  10.2  to  this  Report  and  a  copy  of  the  Second  Amendment  is  filed  (by
  incorporation  by  reference)  as  Exhibit  10.3 to this  Report  and the APA as
  amended by the First Amendment and the Second Amendment are incorporated  herein
  by this reference.
  
       (b)  The  operating   assets   transferred  to  Spray  were  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 office); and all of the Company's intellectual property rights. The
  Company did not transfer to Spray any of its cash or cash equivalents as part of
  the transaction.
  
       (c) There was no  material  relationships,  other  than in  respect  of the
  transaction,  between  Spray and the  Company or any of its  affiliates,  or any
  director or officer of the Company,  or any associate of any director or officer
  of the Company.
  
       (d) Pursuant to the APA as amended, the purchase price for the assets to be
  sold  to  Spray  was to be (1) the sum of (a)  collectible  accounts  receivable
  (which were  $217,475),  (b) inventory  (which was $39,977) and (c) $80,000 less
  (2) the trade payables to be assumed by Spray. As previously reported,  pursuant
  to the  Second  Amendment,  Spray had  assumed,  effective  June 1,  2004,  full
  responsibility  for all of the customers of the Company.  Because Spray had been
  operating  the  business  for a six-month  period  between  June 1, 2004 and the
  closing date of November 30,  2004,  all of the trade  payables to be assumed by
  Spray had instead
  become  amounts  which the Company owed to Spray.  In addition,  the Company had
  withheld  sums  from  payments   otherwise  due  Spray  and  paid  $1,493.54  in
  commissions on behalf of Spray. The parties, accordingly, at the closing, agreed
  that,  because the amounts due Spray  unrelated  to the closing more than offset
  the purchase price due the Company, no cash need be paid to the Company.
  
       (e) Not applicable.
  
                     Section 3 - Securities and Trading Markets
  
  Item 3.03.        Material Modification to Rights of Security Holders.
  
       (a) On November  29,  2004,  the Company also  received  consents  from the
  holders of record of 3,438,445 shares of the Company Common Stock,  representing
  55.37% of the 6,209,530  shares of the Company  Common Stock  outstanding on the
  Record Date,  consenting to the  reincorporation of the Company,  which had been
  incorporated  under  the  laws  of  the  State  of  California,  as  a  Delaware
  corporation.  In addition,  the Company  received written consent forms in which
  the holders of 21,835  shares  voted  against the proposal and holders of 10,865
  shares abstained. As were the consents solicited with respect to the transaction
  described in Item 2.01 to this Report,  the consents were solicited  pursuant to
  the CSS. On November 29, 2004,  the  reincorporation  was effected by the merger
  (the  "Merger")  of the  Company  with  and into  its  wholly-owned  subsidiary,
  PerfectData (Delaware) Inc. ("PerfectData Delaware"),  which subsidiary had been
  incorporated  on November 5, 2004 under the laws of the State of  Delaware,  and
  the name of PerfectData  Delaware was,  simultaneously  with consummation of the
  Merger, changed to PerfectData Corporation.  A copy of the Agreement and Plan of
  Merger dated as of November 29, 2004  relating to the Merger is filed as Exhibit
  2.1 to this Report and is incorporated herein by this reference.  As a result of
  the Merger,  each share of the Company Common Stock  automatically was converted
  into one  share of the  Common  Stock,  $.01 par  value  (the  "Delaware  Common
  Stock"),  of  PerfectData  Delaware.  As  indicated  at  page 19 of the  CSS,  a
  shareholder  of  the  Company  does  not  have  to  exchange  his,  her  or  its
  certificate(s)  evidencing shares of the Company Common Stock for certificate(s)
  evidencing  shares of the Delaware Common Stock unless and until the shareholder
  desires to sell or otherwise transfer the shareholder's shares. The CUSIP number
  for the  Delaware  Common  Stock is the same as the CUSIP number for the Company
  Common Stock.
  
       Copies of the  Certificate  of  Incorporation  and  Bylaws  of  PerfectData
  Delaware, which were Appendices H and I, respectively, to the CSS, are filed (by
  incorporation by reference) as Exhibits 3(i)(2) and 3(ii)(2),  respectively,  to
  this  Report  and are  incorporated  herein  by this  reference.  Copies  of the
  Articles of Incorporation  and Bylaws of the Company are filed (by incorporation
  by reference) as Exhibits 3(i)(1) and 3(ii)(1) respectively,  to this Report and
  are  incorporated  herein by this  reference.  A  comparison  of the rights of a
  shareholder  of the  Company  Common  Stock with those of a  stockholder  of the
  Delaware  Common  Stock may be found in the  section  captioned  "Comparison  of
  Rights of Holders of the Company's and PerfectData  Delaware's  Common Stock" on
  pages  19  through  28 of  the  CSS,  a copy  of  which  section  is  filed  (by
  incorporation  by reference) as Exhibit 99.1 to this Report and is  incorporated
  herein by this  reference.  A  description  of the  Company's  capital stock and
  PerfectData  Delaware's  capital  stock  may be found in the  section  captioned
  "Description of the Company's and
  PerfectData  Delaware's  Capital Stock" on pages 29 and 30 of the CSS, a copy of
  which section is filed (by  incorporation  by reference) as Exhibit 99.2 to this
  Report and is incorporated  herein by this reference.  As previously reported on
  page 17 of the CSS,  the Board of Directors of the Company does not believe that
  the change from no par value for the Company  Common Stock to $.01 par value for
  the Delaware  Common Stock has any  significant  adverse effect on the rights of
  the  shareholders  of the Company as a result of their becoming  stockholders of
  PerfectData Delaware upon consummation of the Merger.
  
       (b) Not applicable.
  
                   Section 5 - Corporate Governance and Management
  
  Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
              Year.
  
           (a)      See the Company's response to Item 3.03 to this Report.
  
           (b)      Not applicable.
  
                              Section 8 - Other Events
  
  Item 8.01.        Other Events.
  
       As a results of the shareholders'  consents given as reported in Items 2.01
  and 3.03 to this Report, the Company will be required, pursuant to Sections 1300
  through 1312 of the CGCL, to offer dissenters'  rights to those  shareholders of
  record of the  Company on the  Record  Date who voted  against,  or did not vote
  upon, the proposals  described in such Items. Such notice by the Company must be
  given by the Company to such shareholders within ten days of November 29, 2004.
  
                    Section 9 - Financial Statements and Exhibits
  
  Item 9.01.        Financial Statements and Exhibits.
  
       (a) Financial Statements of Businesses Acquired.
  
                    None
  
       (b) Pro Forma Financial Information.
  
                    None
  
       (c) Exhibits.
  
  Number                              Description of Exhibit
  
  2.1       Agreement  and Plan of Merger  dated as of  November  29,  2004 by and
            between the Company and PerfectData Delaware.
  3(i)(1)   Articles of Incorporation of the Company.(1)
  3(i)(2)   Certificate of Incorporation of PerfectData Delaware.(2)
  3(ii)(1)  Bylaws of the Company.(3)
  3(ii)(2)  Bylaws of PerfectData Delaware.(2)
  10.1      Asset  Purchase  Agreement  entered  into as of October 3, 2003 by and
            between PerfectData Corporation and Spray Products Corporation.(4)
  10.2      First Amendment,  dated as of February 26, 2004, to the Asset Purchase
            Agreement, dated as of October 3, 2003, filed as Exhibit 10.1.(5)
  10.3      Second  Amendment,  dated as of August 12, 2004, to the Asset Purchase
            Agreement, dated as of October 3, 2003.(6)
  99.1      The  section  captioned  "Comparison  of  Rights  of  Holders  of  the
            Company's and PerfectData Delaware's Common Stock" on pages 19 through
            28 of the Company's Consent  Solicitation  Statement dated October 26,
            2004.(2)
  99.2      The section  captioned  "Description  of the Company's and PerfectData
            Delaware's  Capital Stock" on pages 29 and 30 of the Company's Consent
            Solicitation Statement dated October 26, 2004.(2)
  
  ____________________________
  
  (1)       Incorporated by reference to the Company's  Annual Report on Form 10-K
            for its fiscal year ended March 31, 1990.
  
  (2)       Incorporated  by  reference  to  the  Company's   definitive   Consent
            Solicitation  Statement dated October 26, 2004 as filed on November 1,
            2004.
  
  (3)       Incorporated by reference to the Company's  Annual Report on Form 10-K
            for its fiscal year ended March 31, 2000.
  
  (4)       Incorporated by reference to the Company's  Current Report on Form 8-K
            filed on October 3, 2003.
  
  (5)       Incorporated  by  reference  to the  Company's  Annual  Report on Form
            10-KSB for its fiscal year ended March 31, 2004.
  
  (6)       Incorporated  by reference to the Company's  Quarterly  Report on Form
            10-QSB for its quarter ended June 30, 2004.
  SIGNATURES
  
       Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
  registrant has duly caused this amendment to a Report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
                                                 PERFECTDATA CORPORATION
                                                      (Registrant)
  
  Date:  December 2, 2004                         By:  /s/ Irene J. Marino
                                                           Irene J. Marino
                                                           Vice President, Finance
  Number      Exhibit Filed with Report                                       Page
  
  2.1         Agreement  and Plan of Merger  dated as of November  29,         E-2
              2004 by and between the Company and PerfectData Delaware.
  Exhibit 2.1
                            AGREEMENT AND PLAN OF MERGER
  
       THIS   AGREEMENT  AND  PLAN  OF  MERGER  dated  as  of  November  29,  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.
  
       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  Corporatio'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 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
  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.
  
                                      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:_/s/ Harris A. Shapiro
                                                    Name:    Harris A. Shapiro
                                                    Title:   Chairman of the Board
  
                                          PERFECTDATA (DELAWARE) INC.
  
                                          By:_/s/ Irene J. Marino
                                                  Name:    Irene J. Marino
                                                  Title:   Vice President, Finance