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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): March 7, 2005
  
                               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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                        INFORMATION TO BE INCLUDED IN REPORT
  
                  Section 1 - Registrant's Business and Operations
  
  Item 1.01.        Entry Into a Material Definitive Agreement.
  
       On March 7, 2005,  PerfectData  Corporation  (the  "Company")  executed  an
  Agreement and Plan of Merger dated as of March 7, 2005 (the "Merger  Agreement")
  by and among the Company, its recently  incorporated (in Delaware)  wholly-owned
  subsidiary PerfectData  Acquisition  Corporation ("Merger Sub") and Sona Mobile,
  Inc.  ("Sona").  A copy of the Merger Agreement (without exhibits and schedules)
  is filed as  Exhibit  10.1 to this  Report  and is  incorporated  herein by this
  reference.  The Company is not aware of any  material  relationship  between the
  Company  and its  affiliates  and Sona or any of its  affiliates  other than the
  Merger Agreement.
  
       As previously  reported,  Sona, which was incorporated in 2003 and which is
  headquartered  in Toronto,  Canada,  develops and markets data  applications for
  mobile  devices in the wireless  data market place that enable its customers to:
  (1) receive  streamed data real-time on a continuous  basis;  (2) execute secure
  transactions  in  real-time;   (3)  exchange  data  with  corporate  systems  in
  real-time;  and (4)  integrate  customers'  in-house  information  with publicly
  available information of news services such as Telerate.
  
       As previously reported,  effective June 1, 2004, Spray Products Corporation
  ("Spray")  had assumed full  responsibility  for  managing the  customers of the
  Company, so that all revenues therefrom were going to Spray and, after obtaining
  shareholder  consent,  on November 29, 2004, the related assets of the Company's
  operating business were sold to Spray. Also, as previously  reported,  the Board
  of Directors of the Company had  announced  its  intention  not to liquidate the
  Company,  but to continue its search for a merger  partner so as to add business
  operations to the Company.
  
       As previously  reported,  the Merger  Agreement  contemplates  that, at the
  Effective  Time (as defined) Sona would be merged into Merger Sub (the "Merger")
  and the holders of the Sona Common  Stock,  no par value,  and the Sona Series A
  Preferred  Stock,  no par  value,  would  exchange  such  shares for shares of a
  to-be-designated  Series A  Convertible  Preferred  Stock,  $.01 par value  (the
  "PerfectData  Series A Preferred  Stock"),  of the Company which, when converted
  into shares of the Company's Common Stock,  $.01 par value (the "Common Stock"),
  the  former  securityholders  of Sona  would  own,  or have the right to acquire
  (including by exercise of option, warrant or other right), such number of shares
  of the Common Stock as would constitute  approximately  80% of the shares of the
  Common Stock on a fully diluted basis as of the Closing Date (as defined).  Such
  percentages   of  the  Common  Stock   post-Merger   could   increase  (and  the
  corresponding percentage ownership of the pre-Merger stockholders of PerfectData
  decrease) if the Tangible Net Worth (as defined) of PerfectData is reduced below
  $1,100,000. A copy of the proposed Certificate of Designations,  Preferences and
  Rights of the Series A Preferred Stock (the  "Certificate of  Designations")  is
  filed as Exhibit  3(i)(2)  to this  Report  and is  incorporated  herein by this
  reference.  The Company's Certificate of Incorporation authorizes the Company to
  issue up to 2,000,000 shares of the Company's  Preferred  Stock,  $.01 par value
  (the "Preferred Stock"),  and 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 the Preferred Stock from time
  
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  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. A copy
  of the Company's  Certificate of  Incorporation  is filed (by  incorporation  by
  reference) as Exhibit 3(i)(1) to this Report and is incorporated  herein by this
  reference.
  
       If the Merger is consummated,  the Merger Agreement  contemplates  that the
  former shareholders of Sona can earn additional shares of the Common Stock equal
  to 5% of the  shares  of the  Common  Stock on a fully  diluted  basis as of the
  Closing  Date (the  "Additional  Shares")  if  PerfectData  and  Merger Sub on a
  consolidated  basis have (1) revenues of at least  $3,000,000 and a gross profit
  margin of at least 50% for the fiscal year  ending  December  31, 2005  ("fiscal
  2005") or (2)  Aggregate  Revenues  (as  defined)  of at least  $12,000,000  and
  Aggregate  Gross Profit  Margin (as defined) of at least 50% for fiscal 2005 and
  the fiscal year ending December 31, 2006.
  
       As set forth in the Certificate of Incorporation, the holders of the Series
  A Preferred Stock would have, among others,  the following rights in addition to
  conversion rights:
  
       1.  Dividends - quarterly  non-cumulative  dividends  at the rate of 6% per
  annum when and if  declared by the  Company's  Board of  Directors  out of funds
  legally available therefore;
  
       2.  Liquidation  preference  per  share  -  equal  to the  dividend  of (a)
  $3,250,000  less the product of (i) the stated value of any shares of the Series
  A Preferred Stock previously  converted and the number of shares of the Series A
  Preferred Stock so converted divided by (b) the number of shares of the Series A
  Preferred Stock then outstanding;
  
       3. Rank - senior to the Common  Stock and any other  class or series of the
  capital  stock of the  Company  unless  the  holders  of 50% or more of the then
  outstanding shares of the Series A Preferred Stock consent otherwise;
  
       4. Voting rights - (a) the holders vote, as a single class with the holders
  of the Common Stock,  on all matters  submitted to a vote of, or the consent of,
  the holders of the Common Stock,  each holder of the Series A Preferred Stock to
  have that  number of votes equal to the  largest  number of whole  shares of the
  Common  Stock as to which such shares of the Series A  Preferred  Stock are then
  convertible,  and (b) the holders  vote as a separate  class on any matter which
  could have an adverse  effect on their  shares or as to which  their  consent is
  necessary; and
  
       5.  Mandatorily  convertible - mandatorily  convertible  into shares of the
  Common Stock upon the earlier to occur of (a) the authorization of the Company's
  stockholders  to an  amendment to the  Company's  Certificate  of  Incorporation
  increasing  the  authorized  shares of the Common  Stock to such number as, at a
  minimum,  would  permit  (i) the  conversion  of all the  shares of the Series A
  Preferred Stock and (ii) the issuance of the Additional  Shares or (b) the fifth
  anniversary of the Closing Date.
  
       The Merger Agreement also provides that, if the Merger is consummated,  all
  but one of the five current  directors of the Company and both of its  executive
  officers will resign and
  
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  Sona will  designate  their  replacements.  The Company will file a  information
  statement  (the  "Information  Statement")  pursuant  to  Section  14(f)  of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14(f)
  promulgated thereunder with respect to the Sona designees and mail a copy of the
  Information  Statement  to its  stockholders  at  least  ten  days  prior to the
  anticipated Closing Date.
  
       If either  PerfectData or Sona terminates the Merger  Agreement  because of
  (1) the  material  breach  by the  other  party  of any of its  representations,
  warranties,  covenants,  agreements  or  obligations,  (2) the  other  party not
  fulfilling its conditions  precedent to closing or (3) the other party accepting
  a  Superior   Proposal  (as  defined)  from  an  unsolicited  third  party,  the
  terminating  party may  collect  from the other  party  $250,000  as  liquidated
  damages and not as a penalty and be reimbursed for its  out-of-pocket  expenses.
  In  addition,  Sona  has  delivered  to  PerfectData  a draft  of its  financial
  statements for its fiscal years ended December 31, 2003 ("fiscal 2003") and 2004
  ("fiscal  2004").  One of the  conditions  precedent in the Merger  Agreement to
  PerfectData closing is the delivery by Sona of audited financial  statements for
  fiscal 2003 and fiscal 2004.  If such audited  financial  statements  materially
  differ from the draft financial  statements,  then PerfectData may terminate the
  Merger  Agreement and be paid the  liquidated  damages and be reimbursed for its
  out-of-pocket expenses as aforesaid. The Merger Agreement also provides that, if
  the Tangible Net Worth of PerfectData is less than $750,000 on the Closing Date,
  either Sona or  PerfectData  may terminate the Merger  Agreement,  provided that
  PerfectData  pays  Sona  the  liquidated  damages  and  reimburses  Sona for its
  out-of-pocket  expenses as aforesaid.  PerfectData has the option,  prior to the
  Closing  Date,  to sell  shares of the  Common  Stock in order to  increase  its
  Tangible Net Worth.
  
       The parties  currently  anticipate  that the Closing Date will be scheduled
  right after the delivery of the Sona audited financial  statements  mentioned in
  the  preceding  paragraph  and  compliance  is made  with  Section  14(f) of the
  Exchange Act as  described  in the second  preceding  paragraph,  assuming  that
  compliance is made with the other  conditions  precedent set forth in Articles V
  and VI of the Merger Agreement  (including,  without  limitation,  obtaining the
  approval by the Sona  shareholders of the Merger  Agreement and the Merger),  or
  such compliance is waived (except as to such Sona shareholder approval).
  
       On March 10, 2005, the Company and Sona issued a press release with respect
  to the execution of the Merger  Agreement.  A copy of the press release is filed
  as Exhibit 10.2 to this Report and is incorporated herein by this reference.
  
                   Section 5 - Corporate Governance and Management
  
  Item 5.03.  Amendments to Articles of Incorporation or Bylaws:
              Change in Fiscal Year.
  
       (a) Not applicable.
  
       (b) The Merger Agreement provides that, if the Merger is consummated,  then
  at the  Effective  Time (i.e.,  when the Merger  becomes  effective  through the
  filing of a certificate  of merger in the State of  Delaware),  the Company will
  change its fiscal year from March 31 to December 31 to match that of Sona.  This
  change will be reflected  either in the Company's  Current Report on Form 8-K in
  which the audited  financial  statements  of Sona are filed or in the  Company's
  Quarterly  Report on Form  10-QSB for the quarter  ending  March 31, 2005 if the
  Effective Time is on or before March 31, 2005.  There is no transitional  period
  to be reported.
  
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                    Section 9- Financial Statements and Exhibits
  
  Item 9.01.        Financial Statements and Exhibits.
  
       (a) Financial Statements of Businesses Acquired.
  
       Not applicable.
  
       (b) Pro Forma Financial Information.
  
       Not applicable.
  
       (c) Exhibits.
  
  Number         Description of Exhibit
     3(i)(1)     Certificate of Incorporation of the Company.(1)
     3(i)(2)     Proposed Certificate of Designations, Preferences and Rights of
                 Series A Preferred Stock.(2)
      10.1       Agreement and Plan of Merger dated as of March 7, 2005 by and
                 among the Company, Merger Sub and Sona.(2)
      10.2       Press Release dated March 10, 2005. (2)
  
  ________________________
  
  (1)       Filed  by  incorporation  by  reference  to the  Company's  definitive
            Consent  Solicitation  Statement  dated  October  26, 2004 as filed on
            November 1, 2004.
  
  (2)       Filed herewith.
  
  
  
                                     SIGNATURES
  
       Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
  registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
                                                 PERFECTDATA CORPORATION
                                                    (Registrant)
  
  
  
  Date:  March 10, 2005                           By:  /s/ Irene J. Marino
                                                           Irene J. Marino
                                                           Vice President, Finance
  
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  E-3
  
  
  E-1
  
  
  
  
  Number          Exhibits Filed with Report                                  Page
  
  3(i)(2)         Proposed Certificate of Designations, Preferences           E-2
                  and Rights of Series A Preferred Stock
  
  10.1            Agreement and Plan of Merger dated as of March 7,           E-14
                  2005 by and among the Company, Merger Sub and Sona.
  
  10.2            Press Release dated March 10, 2005                          E-26
  
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                                                                         Exhibit E
                                                               to Merger Agreement
  
                            CERTIFICATE OF DESIGNATIONS,
                               PREFERENCES AND RIGHTS
  
                                         of
  
                        SERIES A CONVERTIBLE PREFERRED STOCK
  
                                         of
  
                               PERFECTDATA CORPORATION
  
  
                      (Pursuant to Section 151 of the Delaware
                              General Corporation Law)
  
  PerfectData Corporation,  a corporation organized and existing under the laws of
  the State of Delaware (the  "Corporation"),  hereby  certifies that, on February
  28, 2005, the Board of Directors of the Corporation (the "Board of Directors" or
  the  "Board")  pursuant to  authority  of the Board of  Directors as required by
  Section 151 of the Delaware General  Corporation Law, and in accordance with the
  provisions of its Certificate of Incorporation  and Bylaws,  each as amended and
  restated  through the date hereof,  has  authorized,  and hereby  authorizes,  a
  series of the  Corporation's  previously  authorized  Preferred Stock,  $.01 par
  value per share (the "Preferred  Stock"),  and hereby states the designation and
  number of  shares,  and fixes the  relative,  participating,  optional  or other
  special rights, preferences, privileges, powers and qualifications,  limitations
  or restrictions thereof as follows:
  
                             I. DESIGNATION AND AMOUNT
  
  The  designation  of this series,  which consists of _______ shares of Preferred
  Stock,  is the Series A  Convertible  Preferred  Stock (the  "Series A Preferred
  Stock").
  
                               II. CERTAIN DEFINITIONS
  
  For purposes of this Certificate of Designations, the following terms shall have
  the following meanings:
  
  A.   "Affiliate"  has the meaning  ascribed to such term in Rule 405 promulgated
       under the Securities Act of 1933, as amended.
  
  B.   "Business  Day"  means any day other  than  Saturday,  Sunday or any day on
       which  national  banks are authorized to be closed in the City of New York,
       New York.
  
  C.   "Common Stock" shall mean the  Corporation's  Common Stock,  $.01 par value
       per share.
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  D.   'Conversion  Date' means,  for (i) any Optional  Conversion  (as defined in
       Article  IV,  Section  A  hereof),  the date  specified  in the  notice  of
       conversion in the form  attached  hereto (the "Notice of  Conversion'),  so
       long as a copy of the Notice of  Conversion is faxed (or delivered by other
       means  resulting in notice) to the  Corporation  before 5:00 p.m., New York
       City time, on the  Conversion  Date  indicated in the Notice of Conversion;
       provided,  however,  that,  if the Notice of  Conversion is not so faxed or
       otherwise delivered before such time, then the Conversion Date shall be the
       date the holder faxes or otherwise delivers the Notice of Conversion to the
       Corporation  and,  if the  Notice  of  Conversion  is  faxed  or  otherwise
       delivered  after 5:00  p.m.,  New York City time,  on the  Conversion  Date
       indicated in the Notice of  Conversion,  the  Conversion  Date shall be the
       next Business Day, and (ii) for any Mandatory  Conversion Event (as defined
       in  Article  IV,  Section  C  hereof)  that date  specified  in the  notice
       delivered  to the holders of the Series A Preferred  Stock being  converted
       pursuant to Article IV.C in the event that such Mandatory  Conversion Event
       occurs.
  
  E.   "Conversion  Price" means  initially  $____________  per share and shall be
       subject to adjustment as provided in Article VIII hereof.
  
  F.   "Corporate  Change" has the meaning  ascribed to such term in Article VIII,
       Section B hereof.
  
  G.   "Delivery  Period"  has the  meaning  ascribed  to such term in Article IV,
       Section B(i) hereof.
  
  H.   "DGCL"  has the  meaning  ascribed  to such term in Article  IX,  Section A
       hereof.
  
  I.   "Distribution"  has the  meaning  ascribed  to such term in  Article  VIII,
       Section C hereof.
  
  J.   "Dividend  Date" has the  meaning  ascribed  to such term in  Article  III,
       Section A hereof.
  
  K.   "Issuance Date" means, with respect to each share of the Series A Preferred
       Stock, the Closing Date (as defined) under the Merger Agreement dated as of
       March 7, 2005 by and among the  Corporation,  its  wholly-owned  subsidiary
       PerfectData   Acquisition   Corporation   and  Sona  Mobile  (the   "Merger
       Agreement")  pursuant to which such share of the Series A  Preferred  Stock
       will be issued.
  
  L.   "Junior  Securities"  has the  meaning  ascribed to such term in Article VI
       hereof.
  
  M.   "Liquidation  Event" has the meaning  ascribed to such term in Article VII,
       Section A hereof.
  
  N.   "Liquidation  Preference" has the meaning  ascribed to such term in Article
       VII, Section B hereof.
  
  O.   "Majority  Holders"  means the holders of more than fifty (50%)  percent of
       the then outstanding shares of the Series A Preferred Stock.
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  P.   "Mandatory  Conversion  Event"  has the  meaning  ascribed  to such term in
       Article IV, Section C of this Certificate of Designations.
  
  Q.   "Market Price" means, for any security (including,  without limitation, the
       Common  Stock) as of any date,  the Closing  Price of such  security on the
       principal  Trading  Market on which such  security is included for trading;
       provided,  that,  if there is no trading in the  security  on a  particular
       Trading Day on the relevant  principal Trading Market, the Market Price for
       that day shall be the Market  Price on the last  preceding  Trading  Day on
       which there was trading in the security on the principal  Trading  Marking.
       "Closing Price" means on any particular date (i) the last reported  closing
       price per share of the  security  on such date on the  Trading  Market  (as
       reported by Bloomberg L.P. or any similar organization or agency succeeding
       to its functions of reporting  prices  ("Bloomberg") at 4:15 p.m. (New York
       time) as the last  reported  closing price for regular  session  trading on
       such day) or (ii) if there is no such price on such date,  then the closing
       price on the Trading  Market on the date  nearest  preceding  such date (as
       reported by Bloomberg at 4:15 p.m. (New York time) as the closing price for
       regular  session trading on such day), or (iii) if the security is not then
       listed or quoted on the Trading  Market and if prices for the  security are
       then reported in the "pink  sheets"  published by the Pink Sheets LLC (or a
       similar  organization  or agency  succeeding  to its functions of reporting
       prices ("Pink Sheets")), the most recent price per share of the security as
       reported,  or (iv) if the  shares  of the  security  are not then  publicly
       traded,  the fair market value of a share of the security as  determined in
       good faith by the Board of Directors of the  Company.  "Trading  Day" means
       (i) a day on which the security is traded on a Trading  Market,  or (ii) if
       the security is not quoted on a Trading Market, a day on which the security
       is quoted in the  over-the-counter  market as reported by the Pink  Sheets;
       provided,  that in the event that the  security  is not listed or quoted as
       set forth in (i), and (ii)  hereof,  then Trading Day shall mean a Business
       Day. "Trading Market" means the following markets or exchanges on which the
       security is listed or quoted for trading on the date in  question:  the OTC
       Bulletin Board,  the American Stock Exchange,  the New York Stock Exchange,
       the Nasdaq National Market or the Nasdaq SmallCap Market.
  
  R.   "Optional  Conversion" has the meaning ascribed to that term in Article IV,
       Section A of this Certificate of Designation.
  
  S.   "Pari Passu Securities' has the meaning ascribed to such term in Article VI
       hereof.
  
  T.   "Preferred  Stock  Certificates"  has the meaning  ascribed to such term in
       Article IV, Section B hereof.
  
  U.   "Reserved  Amount"  has the  meaning  ascribed  to such  term in  Article V
       hereof.
  
  V.   "Stated Value" means $_____ per share of the Series A Preferred Stock.
  
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                              III. PAYMENT OF DIVIDENDS
  
  A. Payment.  If and when declared by the Board of Directors of the  Corporation,
  in its sole  discretion,  a cash dividend  shall be payable on a  non-cumulative
  basis out of funds legally available  therefor,  at the rate of six percent (6%)
  per annum, as to each outstanding share of the Series A Preferred Stock on every
  successive  September 30, December 31, March 31 and June 30 (a "Dividend Date"),
  unless any such Dividend Date is a non-Business Day, in which event the dividend
  shall be payable on the next Business Day. Dividends for any period that is less
  than three (3) calendar months shall be pro-rated  based on a 365-day-year.  The
  Corporation  shall not  declare or pay any  dividend  for any  quarterly  period
  unless the Corporation has sufficient funds legally available for such purchase.
  
  B.  Record  Date.  When  and if the  Board of  Directors  declares  a  quarterly
  dividend, the dividend shall be payable to the holders of record of the Series A
  Preferred  Stock on the 15th day of the month (if a Business Day; if not, on the
  next Business Day) immediately preceding the respective Dividend Date or on such
  other  record date as shall be fixed by the Board of  Directors,  provided  that
  such  record  date  shall not be more than 60 or less than ten days prior to the
  dividend payment date.
  
                                   IV. CONVERSION
  
  A. Optional  Conversions.  Each holder of shares of the Series A Preferred Stock
  may, at any time and from time to time, convert (an "Optional  Conversion") each
  of his, her or its shares of the Series A Preferred Stock into a number of fully
  paid and nonassessable  shares of the Common Stock determined in accordance with
  the following formula:
  
                                    Stated Value
                                  Conversion Price
  
  In addition,  the holder shall receive with his, her or its shares of the Common
  Stock  accrued,  but  unpaid,dividends,  if any, on the  holder's  shares of the
  Series A Preferred Stock through the Conversion Date.
  
  B. Mechanics of Conversion.  In order to effect an Optional Conversion, a holder
  shall:  (x) fax (or otherwise  deliver) a copy of the fully  executed  Notice of
  Conversion to the  Corporation  (Attention:  its Secretary) and (y) surrender or
  cause to be surrendered the original certificates representing the shares of the
  Series A Preferred Stock being converted (the "Preferred  Stock  Certificates"),
  duly  endorsed,  along  with a copy  of the  Notice  of  Conversion  as  soon as
  practicable  thereafter  to the  Corporation  or its  agency  for such  purpose,
  including  the  Transfer  Agent for the Common  Stock,  as the  Corporation  may
  designate  to the holders of the Series A Preferred  Stock.  Upon receipt by the
  Corporation or its agency of a facsimile  copy of a Notice of Conversion  from a
  holder,  the Corporation  shall promptly send, via facsimile,  a confirmation to
  such holder stating that the Notice of Conversion  has been  received,  the date
  upon which the  Corporation  expects to deliver  the shares of the Common  Stock
  issuable upon such  conversion  and the name and  telephone  number of a contact
  person at the Corporation regarding the conversion. The Corporation shall not be
  obligated to issue shares of the Common Stock upon a
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  conversion  unless either the Preferred Stock  Certificates are delivered to the
  Corporation as provided above, or the holder notifies the Corporation  that such
  Preferred Stock  Certificates  have been lost,  stolen or destroyed and delivers
  the documentation to the Corporation required by Article XI.B hereof.
  
       (i) Delivery of Common  Stock Upon  Conversion.  Upon the  surrender of the
  Preferred  Stock  Certificates  accompanied  by  a  Notice  of  Conversion,  the
  Corporation  (itself, or through its Transfer Agent for the Common Stock) shall,
  no later  than the later of (a) the  third  (3rd)  Business  Day  following  the
  Conversion  Date and (b) the Business Day following  the date of such  surrender
  (or, in the case of lost, stolen or destroyed  certificates,  after provision of
  indemnity pursuant to Article XI.B) (the "Delivery  Period"),  issue and deliver
  (i.e.,  deposit with a nationally  recognized  overnight courier service postage
  prepaid)  to the holder or its  nominee  (x) that number of shares of the Common
  Stock  issuable upon  conversion of such shares of the Series A Preferred  Stock
  being converted and (y) a certificate  representing  the number of shares of the
  Series A  Preferred  Stock  not being  converted,  if any.  Notwithstanding  the
  foregoing,  in no event shall the Company be required to effect a conversion  of
  shares of the Series A Preferred Stock into less than 1,000 shares of the Common
  Stock,  unless such  conversion  would result in the conversion of all shares of
  the Series A Preferred Stock then held by such holder.
  
  
       (ii) Taxes. The Corporation shall pay any and all taxes that may be imposed
  upon it with  respect to the  issuance  and delivery of the shares of the Common
  Stock upon the  conversion of shares of the Series A Preferred  Stock,  provided
  however,  that the Corporation shall not be required to pay any tax which may be
  payable in respect of any transfer  involved in the issuance and delivery of any
  shares of the  Common  Stock in a name  other  than the  holder of the  Series A
  Preferred Stock.
  
       (iii) No Fractional  Shares.  No fractional share of the Common Stock shall
  be issued upon  conversion of shares of the Series A Preferred  Stock.  If, as a
  result  of a  holder  converting  all of the  holder's  shares  of the  Series A
  Preferred  Stock, a fractional  share would  otherwise  result,  such fractional
  share shall instead be rounded up or down to the nearest  whole share.  If, as a
  result of a holder  converting  only part of the holder's shares of the Series A
  Preferred  Stock, a fractional  share would  otherwise  result,  such fractional
  share shall be disregarded and the holder shall receive the lower number of full
  shares;  provided,  however,  that such  fractional  share  shall be taken  into
  consideration  when the holder  converts  the holder's  remaining  shares of the
  Series A Preferred Stock.
  
       (iv)  Conversion  Disputes.  In the case of any dispute  with  respect to a
  conversion,  the  Corporation  shall promptly issue such number of shares of the
  Common Stock as are not disputed in accordance  with  subsection  (i) above.  If
  such dispute involves the calculation of the Conversion  Price, and such dispute
  is not  promptly  resolved by  discussion  between the  relevant  holder and the
  Corporation,  the  Corporation  shall  submit the  disputed  calculations  to an
  independent accounting firm (which firm may be the independent registered public
  accounting  firm for the  Corporation)  via facsimile  within three (3) Business
  Days of receipt of the Notice of Conversion.  The accounting firm shall promptly
  audit the  calculations and notify the Corporation and the holder of the results
  no later than three (3)  Business  Days from the date it receives  the  disputed
  calculations. The accounting firm's calculation shall be deemed
  <PAGE>
  <PAGE>
  
  conclusive,  absent  manifest  error.  The  Corporation  shall  then  issue  the
  appropriate  number of shares of the Common Stock in accordance  with subsection
  (i) above. The fees of the accounting firm shall be borne (i) by the Corporation
  if the holder's  calculation of the Conversion Price is closer to the accounting
  firm's calculation of the Conversion Price and (ii) by the holder if the reverse
  is true.
  
  C. Mandatory Conversion.  A Mandatory Conversion Event shall occur either (i) on
  the date on which  the  stockholders  of the  Corporation,  in  accordance  with
  Section  5.11 of the Merger  Agreement,  authorize  an increase in the number of
  authorized shares of the Common Stock in an amount sufficient at least to permit
  (a) the  conversion  of all shares of the Series A  Preferred  Stock and (b) the
  issuance of the Additional Shares (as such term is defined in Section 2.6 of the
  Merger Agreement) or (ii) on the fifth (5th) anniversary of the Issuance Date.
  
       (i) Notice to Holders. In the event that the Mandatory Conversion Event has
  occurred, the Corporation shall, not later than five (5) Business Days after the
  occurrence  thereof,  mail a notice to each of the then  holders of the Series A
  Preferred Stock  describing the Mandatory  Conversion  Event and requesting that
  the holder  surrender the certificate or  certificates  evidencing the shares at
  its then  principal  office or at its agency  designated for such purpose (which
  may be the Transfer Agent for the Common Stock).
  
       (ii)  Delivery  of  Common  Stock.  As  promptly  after  surrender  of  the
  certificate or certificates  evidencing  shares of the Series A Preferred Stock,
  the  Corporation  shall  issue and  deliver to a holder  or, on his,  her or its
  written order,  a permitted  transferee a certificate  or  certificates  for the
  number of full shares of the Common Stock  issuable upon an Optional  Conversion
  and an  adjustment,  as provided in Article IV, Section B(iii) hereof in respect
  of any fractional interest otherwise issuable upon such conversion.
  
       (iii) Dividends.  Notwithstanding  anything to the contrary in this Article
  IV, Section C, the Corporation  shall pay in cash accrued but unpaid  dividends,
  if any,  said payment to be made  simultaneously  with the delivery of shares of
  the Common Stock as provided in subsection (ii) of this Article IV, Section C.
  
       (iv) Effect of Mandatory Conversion Event. Effective upon the occurrence of
  a Mandatory  Conversion  Event, all rights of a holder of the Series A Preferred
  Stock as a holder of the Series A  Preferred  Stock  shall  cease and  terminate
  except the right to receive shares of the Common Stock as provided in subsection
  (ii)  of  this  Article  IV,  Section  C and to  receive  accrued,  but  unpaid,
  dividends,  as provided in  subsection  (iii) of this Article IV,  Section C and
  thereafter the holder shall be deemed to be a holder of the Common Stock for the
  number of shares as to which the holder's shares of the Series A Preferred Stock
  are convertible pursuant to this Article IV.
  
                      V. RESERVATION OF SHARES OF COMMON STOCK
  
  As promptly as practicable following the Issuance Date the Corporation shall use
  its best efforts to obtain stockholder approval of an increase in its authorized
  but  unissued  shares of Common  Stock in  accordance  with  Section 5.11 of the
  Merger Agreement and, upon such approval, shall
  <PAGE>
  <PAGE>
  
  reserve 110% of the number of shares of its  authorized  but unissued  shares of
  Common  Stock for  issuance  upon  conversion  of the Series A Preferred  Stock.
  Thereafter,  the number of  authorized  but  unissued  shares of Common Stock so
  reserved (the "Reserved Amount") shall at all times be sufficient to provide for
  the  conversion of all of the Series A Preferred  Stock  outstanding at the then
  current Conversion Price thereof.
  
                                      VI. RANK
  
  All  shares of the  Series A  Preferred  Stock  shall  rank (i) prior to (a) the
  Common  Stock and (b) any class or series of  capital  stock of the  Corporation
  hereafter created (unless,  with the consent of the Majority Holders, such class
  or series of capital stock specifically,  by its terms, ranks senior to, or pari
  passu with, the Series A Preferred Stock)  (collectively  with the Common Stock,
  "Junior Securities");  (ii) pari passu with any other class or series of capital
  stock of the  Corporation  hereafter  created  (with the written  consent of the
  Majority Holders)  specifically ranking, by its terms, on parity with the Series
  A Preferred Stock (the "Pari Passu  Securities");  and (iii) junior to any class
  or  series of  capital  stock of the  Corporation  hereafter  created  (with the
  written  consent of the Majority  Holders  obtained in accordance with Article X
  hereof)  specifically  ranking,  by its terms,  senior to the Series A Preferred
  Stock (collectively,  the "Senior Securities"),  in each case as to distribution
  of assets  upon  liquidation,  dissolution  or  winding  up of the  Corporation,
  whether voluntary or involuntary.
  
                             VII. LIQUIDATION PREFERENCE
  
  A. If the  Corporation  shall commence a voluntary  case under the U.S.  Federal
  bankruptcy laws or any other applicable  bankruptcy,  insolvency or similar law,
  or consent to the entry of an order for relief in an involuntary  case under any
  law  or to the  appointment  of a  receiver,  liquidator,  assignee,  custodian,
  trustee,  sequestrator (or other similar  official) of the Corporation or of any
  substantial  part of its property,  or make an assignment for the benefit of its
  creditors,  or admit in writing its inability to pay its debts generally as they
  become  due,  or if a decree or order for relief in  respect of the  Corporation
  shall  be  entered  by a  court  having  jurisdiction  in  the  premises  in  an
  involuntary case under the U.S. Federal  bankruptcy laws or any other applicable
  bankruptcy,  insolvency  or  similar  law  resulting  in  the  appointment  of a
  receiver,  liquidator,  assignee,  custodian,  trustee,  sequestrator  (or other
  similar official) of the Corporation or of any substantial part of its property,
  or ordering the winding up or liquidation of its affairs, and any such decree or
  order shall be unstayed and in effect for a period of 90  consecutive  days and,
  on account of any such event, the Corporation shall liquidate,  dissolve or wind
  up, or if the  Corporation  shall  otherwise  liquidate,  dissolve or wind up (a
  "Liquidation Event"), no distribution shall be made to the holders of any shares
  of capital stock of the  Corporation  (other than the preferences and privileges
  thereof,  if any) upon  liquidation,  dissolution  or  winding  up unless  prior
  thereto  the  holders  of shares of the  Series A  Preferred  Stock  shall  have
  received the  Liquidation  Preference  with respect to each share.  If, upon the
  occurrence  of  a  Liquidation   Event,  the  assets  and  funds  available  for
  distribution  among the holders of the Series A  Preferred  Stock and holders of
  the Pari Passu  Securities,  if any, shall be insufficient to permit the payment
  to such holders of the  preferential  amounts payable  thereon,  then the entire
  assets and funds of the Corporation  legally  available for  distribution to the
  Series  A  Preferred  Stock  and the Pari  Passu  Securities,  if any,  shall be
  distributed ratably among such shares in proportion to the ratio
  <PAGE>
  <PAGE>
  
  that  the  Liquidation  Preference  payable  on each  such  share  bears  to the
  aggregate Liquidation  Preference payable on all such shares. A Corporate Change
  shall not be deemed a Liquidation  Event  provided that  compliance is made with
  Article VIII, Section B hereof. The proposed transaction between the Corporation
  and  Sona  Mobile,  Inc.,  a  Washington  corporation,  shall  not be  deemed  a
  Liquidation Event or a Corporate Change.
  
  B.  The  "Liquidation  Preference"  with  respect  to a share  of the  Series  A
  Preferred Stock means an amount equal to the dividend of (i) $3,250,000 less the
  product of (a) the Stated  Value of any shares of the Series A  Preferred  Stock
  previously  converted  and (b) the  number of shares of the  Series A  Preferred
  Stock so  converted  divided  by (ii)  the  number  of  shares  of the  Series A
  Preferred Stock then outstanding.
  
                      VIII. ADJUSTMENTS TO THE CONVERSION PRICE
  
  The  Conversion  Price  shall be  subject  to  adjustment  from  time to time as
  follows:
  
  A. Stock Splits, Stock Dividends,  Etc. If, at any time on or after the Issuance
  Date,  the number of  outstanding  shares of the Common  Stock is increased by a
  stock split,  stock  dividend,  combination,  reclassification  or other similar
  event, the Conversion Price shall be  proportionately  reduced and the number of
  shares of the Common Stock  issuable upon  conversion  shall be  proportionately
  increased,  or if the  number  of  outstanding  shares  of the  Common  Stock is
  decreased by a reverse stock split,  combination or  reclassification of shares,
  or other similar event, the Conversion Price shall be proportionately  increased
  and the number of shares of the Common Stock issuable upon  conversion  shall be
  proportionately  decreased.  In such event,  the  Corporation  shall  notify the
  Corporation's  Transfer  Agent of such  change on or before the  effective  date
  thereof.
  
  B.  Adjustment  Due to  Merger,  Consolidation,  Etc.  If, at any time after the
  Issuance  Date,  there  shall  be (i)  any  reclassification  or  change  of the
  outstanding  shares of the Common  Stock  (other than a change in par value,  or
  from par  value to no par  value,  or from no par  value to par  value,  or as a
  result of a subdivision or combination), (ii) any consolidation or merger of the
  Corporation  with any other entity (other than a merger in which the Corporation
  is the surviving or continuing entity and its capital stock is unchanged), (iii)
  any  sale  or  transfer  of  all or  substantially  all  of  the  assets  of the
  Corporation or (iv) any share exchange  pursuant to which all of the outstanding
  shares of Common Stock are converted into other  securities or property (each of
  (i) - (iv) above being a "Corporate  Change"),  then the holders of the Series A
  Preferred Stock shall thereafter have the right to receive upon  conversion,  in
  lieu of the shares of the Common Stock otherwise issuable, such shares of stock,
  securities  and/or  other  property as would have been issued or payable in such
  Corporate Change with respect to, or in exchange for the number of shares of the
  Common Stock which would have been issuable upon  conversion  had such Corporate
  Change not taken place, and, in any such case,  appropriate  provisions (in form
  and substance  reasonably  satisfactory  to the Majority  Holders) shall be made
  with  respect  to the  rights  and  interests  of the  holders  of the  Series A
  Preferred Stock to the end that the economic value of the shares of the Series A
  Preferred  Stock is in no way diminished by such  Corporate  Change and that the
  provisions  hereof,  including,  without  limitation,  in the  case of any  such
  consolidation, merger or sale in which the successor entity or purchasing entity
  is not the Corporation,  an immediate adjustment shall be made to the Conversion
  Price so that
  <PAGE>
  <PAGE>
  
  
  the Conversion  Price  immediately  after the Corporate Change reflects the same
  relative value as compared to the value of the surviving  entity's  common stock
  that existed  between the  Conversion  Price and the value of the  Corporation's
  Common Stock immediately  prior to such Corporate Change.  The Corporation shall
  not effect any  Corporate  Change  unless the  resulting  successor or acquiring
  entity  (if not the  Corporation)  assumes by  written  instrument  (in form and
  substance  reasonable  satisfactory to the Majority  Holders) the obligations of
  this Certificate of Designations. The above provisions shall apply regardless of
  whether or not there would have been a sufficient number of shares of the Common
  Stock authorized and available for issuance upon conversion of the shares of the
  Series A Preferred  Stock  outstanding as of the date of such  transaction,  and
  shall similarly apply to successive reclassifications,  consolidations, mergers,
  sales, transfers or share exchanges.
  
  C. Adjustment Due to Distribution.  If, at any time after the Issuance Date, the
  Corporation  shall declare or make any  distribution of its assets (or rights to
  acquire  its  assets) to holders  of the Common  Stock as a partial  liquidating
  dividend,  by way of return of capital or otherwise  (including  any dividend or
  distribution to the  Corporation's  stockholders in cash or shares (or rights to
  acquire  shares)  of  capital  stock of a  subsidiary  (i.e.,  a  spin-off))  (a
  "Distribution"),  then the  holders of the  Series A  Preferred  Stock  shall be
  entitled,  upon any  conversion of shares of the Series A Preferred  Stock after
  the date of record for determining  stockholders  entitled to such Distribution,
  to receive the amount of such assets which would have been payable to the holder
  with respect to the shares of the Common Stock issuable upon such conversion had
  such  holder  been the holder of such  shares of the Common  Stock on the record
  date for the determination of stockholders entitled to such Distribution. If the
  Distribution involves rights, warrants, options or any other form of convertible
  securities and the right to exercise or convert such securities  would expire in
  accordance  with its terms  prior to the  conversion  of the Series A  Preferred
  Stock,  then the terms of such  securities  shall  provide that such exercise or
  convertibility  right  shall  remain in effect  until 30 days after the date the
  holder of the Series A Preferred Stock receives such securities  pursuant to the
  conversion hereof.
  
  D. Other Action Affecting  Conversion Price. If the Corporation takes any action
  affecting  the  Common  Stock  after the date  hereof  that  would be covered by
  Article  VIII,  Sections A through C, but for the manner in which such action is
  taken or  structured,  which would in any way diminish the value of the Series A
  Preferred  Stock,  then the Conversion Price shall be adjusted in such manner as
  the Board of Directors of the  Corporation  shall in good faith  determine to be
  equitable under the circumstances.
  
  
                                  IX. VOTING RIGHTS
  
  A. General. Except as otherwise expressly provided elsewhere in this Certificate
  of Designations or as otherwise required by the Delaware General Corporation Law
  (the "DGCL"),  (i) each holder of the Series A Preferred Stock shall be entitled
  to  vote  on  all  matters  submitted  to a  vote  of  the  stockholders  of the
  Corporation  and shall be  entitled to that number of votes equal to the largest
  number of whole  shares of the Common Stock into which such  holder's  shares of
  Series A  Preferred  Stock could be  converted  pursuant  to the  provisions  of
  Article  IV hereof at the  record  date for the  determination  of  stockholders
  entitled to vote on such matters or, if no such record date is  established,  at
  the date such vote is taken or any written consent of
  <PAGE>
  <PAGE>
  
  stockholders is solicited,  and (ii) except as otherwise  provided  herein,  the
  holders of shares of the Series A  Preferred  Stock and the Common  Stock  shall
  vote together (or tender  written  consents in lieu of a vote) as a single class
  on all  matters  submitted  for a vote or  consent  to the  stockholders  of the
  Corporation.
  
  B. Notification. The Corporation shall provide each holder of Series A Preferred
  Stock with prior  notification of any meeting of the stockholders (and copies of
  proxy materials and other information sent to holders of the Common Stock) and a
  brief  statement  regarding  the business to be transacted at the meeting to the
  extent known at such time,  at least 20 days prior to the date of the meeting or
  other formal action of shareholders (or 20 days prior to the consummation of the
  transaction or event if a transaction or  fundamental  corporate  event is to be
  voted  upon,  whichever  is  earlier,  but  in  no  event  earlier  than  public
  announcement  of such  proposed  transaction).  Mailing  of the proxy or consent
  solicitation   material  to  the  holders  of  the  Series  A  Preferred   Stock
  simultaneously  with the  mailing of such  material to the holders of the Common
  Stock shall be deemed in complete satisfaction of the Corporation's notification
  obligation hereunder.
  
  C. Class  Voting.  To the extent  that under the DGCL the vote of the holders of
  the  Series A  Preferred  Stock,  voting  separately  as a class or  series,  as
  applicable,  is required to  authorize a given  action of the  Corporation,  the
  affirmative  vote or consent of the Majority Holders (except as otherwise may be
  required  under the DGCL) shall  constitute  the  approval of such action by the
  class.
  
                              X. PROTECTION PROVISIONS
  
  So long as any  shares of the  Series A  Preferred  Stock are  outstanding,  the
  Corporation  shall not without first  obtaining the approval (by vote or written
  consent, as provided by the DGCL) of the Majority Holders:
  
       (i) alter or change the rights,  preferences  or privileges of the Series A
  Preferred Stock, whether through merger, sale, consolidation or otherwise;
  
       (ii) alter or change the rights,  preferences  or privileges of any capital
  stock of the Corporation so as to affect adversely the Series A Preferred Stock,
  whether through merger, sale, consolidation or otherwise;
  
       (iii) create any Senior Securities;
  
       (iv) create any Pari Passu Securities;
  
       (v)  increase or decrease the  authorized  number of shares of the Series A
  Preferred Stock;
  
       (vi) issue any shares of Senior Securities or Pari Passu Securities;
  
       (vii)  redeem  or  repurchase,   or  declare  or  pay  any  cash  dividend,
  distribution  or  interest  on,  any  Junior  Securities  or  other  outstanding
  securities of the Company, except pursuant
  <PAGE>
  <PAGE>
  
  to this  Certificate of Designations  or for  repurchases  pursuant to an equity
  incentive plan approved by the Corporation's Board of Directors in good faith;
  
       (viii)  permit any  subsidiary  now or  hereinafter  existing  to issue any
  securities, other than to the Corporation; or
  
       (ix) amend the Corporation's Certificate of Incorporation or Bylaws.
  
  Furthermore, notwithstanding the foregoing, no change pursuant to this Article X
  shall be effective to the extent that, by its terms, it applies to less than all
  of the holders of shares of Series A Preferred Stock then outstanding.
  
                                  XI. MISCELLANEOUS
  
  A.  Cancellation of the Series A Preferred  Stock. If any shares of the Series A
  Preferred  Stock are  converted  pursuant  to Article  IV hereof,  the shares so
  converted  shall be  canceled,  shall  return to the status of  authorized,  but
  unissued shares of the Preferred Stock of no designated series, and shall not be
  issuable by the Corporation as shares of the Series A Preferred Stock.
  
  B. Lost or Stolen Certificates.  Upon receipt by the Corporation of (i) evidence
  of  the  loss,   theft,   destruction  or  mutilation  of  any  Preferred  Stock
  Certificate(s)  and  (ii) (y) in the case of  loss,  theft  or  destruction,  of
  indemnity  (without any bond or other security)  reasonably  satisfactory to the
  Corporation,  or (z) in the case of mutilation,  upon surrender and cancellation
  of the Preferred Stock Certificate(s), the Corporation shall execute and deliver
  new  Preferred  Stock  Certificate(s)  of like  tenor  and  date.  However,  the
  Corporation  shall not be  obligated  to reissue  such lost or stolen  Preferred
  Stock Certificate(s) if the holder contemporaneously requests the Corporation to
  convert such Series A Preferred Stock or in the event of a Mandatory  Conversion
  Event.
  
  C. Status as Stockholder.  Upon submission of a Notice of Conversion by a holder
  of the Series A Preferred  Stock, (i) the shares covered thereby (other than the
  shares,  if any, which cannot be issued because their issuance would exceed such
  holder's  allocated  portion of the Reserved  Amount) shall be deemed  converted
  into shares of the Common Stock and (ii) the holder's rights as a holder of such
  converted  shares of the Series A Preferred  Stock  shall  cease and  terminate,
  excepting only the right to receive  certificates  for such shares of the Common
  Stock and to any remedies  provided  herein or otherwise  available at law or in
  equity to such holder because of a failure by the Corporation to comply with the
  terms of this Certificate of Designations.  Notwithstanding the foregoing,  if a
  holder has not received certificates for all shares of the Common Stock prior to
  the sixth (6th)  Business Day after the  expiration of the Delivery  Period with
  respect to a  conversion  of the Series A Preferred  Stock for any reason,  then
  (unless  the  holder  otherwise  elects to retain  its status as a holder of the
  Common Stock by so notifying the Corporation within five (5) Business Days after
  the  expiration  of such six  (6)-Business-Day  period after  expiration  of the
  Delivery  Period) the holder shall regain the rights of a holder of the Series A
  Preferred Stock with respect to such unconverted shares
  <PAGE>
  <PAGE>
  
  of the  Series  A  Preferred  Stock  and  the  Corporation  shall,  as  soon  as
  practicable,  return such  unconverted  shares to the holder.  In all cases, the
  holder shall retain all of its rights and remedies for the Corporation's failure
  to convert shares of the Series A Preferred Stock.
  
  D.  Transfer.  Subject  to  applicable  law  and  the  legend,  if  any,  on the
  certificate(s)  to  be  transferred,   the  Series  A  Preferred  Stock  may  be
  transferred at any time and from time to time by the holder thereof.
  
  E.  Remedies   Cumulative.   The  remedies   provided  in  this  Certificate  of
  Designations shall be cumulative and in addition to all other remedies available
  under this Certificate of Designations,  at law or in equity (including a decree
  of specific  performance  and/or other  injunctive  relief),  and nothing herein
  shall  limit a holder's  right to pursue  actual  damages for any failure by the
  Corporation to comply with the terms of this  Certificate of  Designations.  The
  Corporation  acknowledges that a breach by it of its obligations  hereunder will
  cause  irreparable  harm to the holders of the Series A Preferred Stock and that
  the  remedy  at law for any  such  breach  may be  inadequate.  The  Corporation
  therefore agrees, in the event of any such breach or threatened breach, that the
  holders of the Series A Preferred  Stock shall be  entitled,  in addition to all
  other available remedies, to an injunction  restraining any breach,  without the
  necessity of showing  economic loss and without any bond or other security being
  required.
  
       IN WITNESS WHEREOF,  this Certificate of Designations is executed on behalf
  of the Corporation this _____ day of ___________, 2005.
  
  
  PERFECTDATA CORPORATION
  
  
  
  By: /s/ Harris A. Shapiro
  Name:  Harris Shapiro
  Title:  Chairman of the Board & Chief Executive Officer
  
  
  <PAGE>
  <PAGE>
                                NOTICE OF CONVERSION
  
                      (To be Executed by the Registered Holder
                  in order to Convert the Series A Preferred Stock)
  
       The undersigned hereby irrevocably elects to convert ____________ shares of
  Series A Preferred Stock (the  "Conversion"),  represented by stock  certificate
  No(s).  ___________(the  "Preferred Stock Certificates"),  into shares of common
  stock  (the  "Common  Stock")  of  PerfectData   Corporation  according  to  the
  conditions of the  Certificate of  Designations,  Preferences  and Rights of the
  Series  A  Convertible  Preferred  Stock,  as of  the  date  written  below.  If
  securities are to be issued in the name of a person other than the  undersigned,
  the undersigned will pay all transfer taxes payable with respect thereto. No fee
  will be charged to the holder for any conversion,  except for transfer taxes, if
  any. Each Preferred  Stock  Certificate is attached hereto (or evidence of loss,
  theft or destruction thereof).
  
       The  undersigned  acknowledges  and agrees that all offers and sales by the
  undersigned of the securities issuable to the undersigned upon conversion of the
  Series A Preferred Stock have been or will be made only pursuant to an effective
  registration  of the  transfer of the Common Stock under the  Securities  Act of
  1933,  as amended (the "Act"),  or pursuant to an  exemption  from  registration
  under the Act.
  
  
                                        Date of Conversion:
  
                                        Applicable Conversion Price:
  
                                        Signature:
  
                                        Name:
  
                                        Address:
  
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                            AGREEMENT AND PLAN OF MERGER
  
  
                              DATED AS OF MARCH 7, 2005
  
  
                                    BY AND AMONG
  
  
                               PERFECTDATA CORPORATION
  
  
                         PERFECTDATA ACQUISITION CORPORATION
  
  
                                         AND
  
  
                                  SONA MOBILE, INC.
  
  
  
  
  
  
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                                  TABLE OF CONTENTS
  
  <TABLE>
  <S>                 <C>                                                                                         <C>
  
                                                                                                                 Page
  ARTICLE I                THE MERGER...............................................................................1
     1.1              The Merger....................................................................................1
     1.2              The Closing; Effective Time...................................................................2
  
  ARTICLE II               CONVERSION OF SHARES.....................................................................3
     2.1              Conversion of Shares..........................................................................3
     2.2              Exchange of Certificates......................................................................6
     2.3              Stock Transfer................................................................................8
     2.4              Lost, Stolen or Destroyed Certificates........................................................8
     2.5              Tax Consequences..............................................................................9
     2.6              Additional Shares of PerfectData Common Stock.................................................9
  
  ARTICLE III              REPRESENTATIONS AND WARRANTIES OF PERFECTDATA and MERGER SUB............................10
     3.1              Organization.................................................................................10
     3.2              Subsidiaries.................................................................................10
     3.3              Good Standing................................................................................10
     3.4              Validity.....................................................................................10
     3.5              No Conflict..................................................................................11
     3.6              Capitalization...............................................................................11
     3.7              Obligations with Respect to Capital Stock....................................................12
     3.8              Financial Statements.........................................................................12
     3.9              No Undisclosed Liabilities...................................................................12
     3.10             Absence of Certain Changes or Events Since December 31, 2004.................................12
     3.11             SEC Filings..................................................................................14
     3.12             Contracts and Commitments....................................................................14
     3.13             Title to Property............................................................................15
     3.14             Environmental................................................................................15
     3.15             Bank and Other Accounts......................................................................16
     3.16             Guarantees...................................................................................16
     3.17             Insurance....................................................................................16
     3.18             Tax Matters..................................................................................17
     3.19             Employee Benefits............................................................................18
     3.20             Certain Advances.............................................................................20
     3.21             Licenses and Permits.........................................................................20
     3.22             Proprietary Rights...........................................................................20
     3.23             Labor and Employment Matters.................................................................21
     3.24             Compliance with Law..........................................................................21
     3.25             Litigation...................................................................................21
     3.26             Board Recommendation.........................................................................22
     3.27             Underlying Documents.........................................................................22
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     3.28             Brokers or Finders...........................................................................22
     3.29             Foreign Corrupt Practices Act................................................................22
     3.30             Disclosure of Material Facts.................................................................22
  
  ARTICLE IV               REPRESENTATIONS AND WARRANTIES OF SONA..................................................23
     4.1              Organization.................................................................................23
     4.2              Subsidiaries.................................................................................23
     4.3              Good Standing................................................................................23
     4.4              Validity.....................................................................................23
     4.5              No Conflict..................................................................................24
     4.6              Capitalization...............................................................................24
     4.7              Obligations with Respect to Capital Stock....................................................24
     4.8              Financial Statements.........................................................................24
     4.9              No Undisclosed Liabilities...................................................................25
     4.10             Absence of Certain Changes Events Since December 31, 2004....................................25
     4.11             Contracts and Commitments....................................................................26
     4.12             Title to Property............................................................................27
     4.13             Environmental................................................................................27
     4.14             Bank Accounts................................................................................28
     4.15             Guarantees...................................................................................28
     4.16             Insurance....................................................................................28
     4.17             Tax Matters..................................................................................28
     4.18             Employee Benefits............................................................................30
     4.19             Certain Advances.............................................................................31
     4.20             Licenses and Permits.........................................................................31
     4.21             Proprietary Rights...........................................................................32
     4.22             Labor and Employment.........................................................................32
     4.23             Compliance with Law..........................................................................32
     4.24             Litigation...................................................................................32
     4.25             Board Recommendation.........................................................................33
     4.26             Underlying Documents.........................................................................33
     4.27             Brokers or Finders...........................................................................33
     4.28             Foreign Corrupt Practices Act................................................................33
     4.29             Disclosure of Material Facts.................................................................34
  
  ARTICLE V                COVENANTS...............................................................................34
     5.1              Conduct of Business Prior to Closing.........................................................34
     5.2              Stockholder Approval.........................................................................37
     5.3              Updating of the Disclosure Schedules.........................................................38
     5.4              Access to Information........................................................................38
     5.5              Fulfillment of Conditions and Covenants......................................................39
     5.6              Public Announcements.........................................................................39
     5.7              Consents.....................................................................................39
     5.8              Certain Notifications........................................................................39
     5.9              No Solicitation..............................................................................39
     5.10             SEC Filings..................................................................................41
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     5.11             PerfectData Stockholders' Meeting............................................................42
     5.12             PerfectData Directors........................................................................42
     5.13             Sona Salary Payments.........................................................................42
  
  ARTICLE VI               CONDITIONS To OBLIGATIONS OF SONA.......................................................43
     6.1              Performance..................................................................................43
     6.2              Representations and Warranties...............................................................43
     6.3              Material Adverse Change......................................................................43
     6.4              Stockholder Approval.........................................................................43
     6.5              Legal Opinion................................................................................43
     6.6              Other Consents...............................................................................43
     6.7              Resignations.................................................................................43
     6.8              Compliance with Financial Conditions.........................................................44
     6.9              PerfectData Employees........................................................................44
     6.10             Stock Purchase Agreement.....................................................................44
     6.11             Consulting Agreement.........................................................................44
     6.12             Shapiro Employment Agreement.................................................................44
     6.13             Schlossman Claims............................................................................44
     6.14             Perfect Data 1999 Authoriation...............................................................45
     6.15             Stock Trading................................................................................45
     6.16             No Litigation................................................................................45
     6.17             Closing Certificates.........................................................................45
  
  ARTICLE VII              CONDITIONS TO OBLIGATION OF PERFECTDATA AND MERGER SUB..................................45
     7.1              Performance..................................................................................45
     7.2              Representations and Warranties...............................................................45
     7.3              Legal Opinion................................................................................45
     7.4              Shareholder Approval.........................................................................45
     7.5              Other Consents...............................................................................46
     7.6              Sona Financial Statements....................................................................46
     7.7              No Litigation................................................................................46
      7.8             Compliance with Financial Condition..........................................................46
     7.9              Closing Certificates.........................................................................46
  
  ARTICLE VIII             termination AND REMEDIES................................................................47
     8.1              Termination..................................................................................47
     8.2              Effect of Termination........................................................................47
     8.3              Termination Reimbursement Payment - PerfectData..............................................48
     8.4              Termination Reimbursement Payment - Sona.....................................................48
     8.5              Sona's Remedy................................................................................48
     8.6              PerfectData's Remedy.........................................................................48
  
  ARTICLE ix               OTHER PROVISIONS........................................................................49
     9.1              Notices......................................................................................49
     9.2              Entire Agreement.............................................................................50
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     9.3              Amendment or Modification Agreement; Waiver..................................................50
     9.4              Confidentiality; Non-Disclosure..............................................................50
     9.5              Investigations...............................................................................51
     9.6              Survival of Representations and Warranties...................................................51
     9.7              Fees and Expenses............................................................................51
     9.8              Cooperation; Further Actions and Assurances..................................................51
     9.9              Governing Law................................................................................51
     9.10             Assignment; Third Party Beneficiaries........................................................51
     9.11             Counterparts.................................................................................51
     9.12             Interpretation...............................................................................51
     9.13             Knowledge....................................................................................51
     9.14             Rules of Construction........................................................................51
     9.15             Definition of Business Day...................................................................52
  
  
                                       Exhibits to Agreement and Plan of Merger
  
  Exhibit                    Description
  
  A                 Directors and Officers of PerfectData and Merger Sub Post Closing
  B                 Merger Sub's Certificate of Incorporation
  C                 Merger Sub's Bylaws
  D                 PerfectData's Certificate of Incorporation
  E                 PerfectData's Certificate of Designations Relating to PerfectData Series A Preferred Stock
  F                 PerfectData's Bylaws
  G                 PerfectData's Legal Counsel Opinion
  H                 Sona's Legal Counsel Opinion
  </TABLE>
  
  
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                                             AGREEMENT AND PLAN OF MERGER
  
       THIS AGREEMENT AND PLAN OF MERGER (this  "Agreement")  is dated as of March
  7, 2005 and is by and among  PerfectData  Corporation,  a  Delaware  corporation
  ("PerfectData"), PerfectData Acquisition Corporation, a Delaware corporation and
  wholly- owned subsidiary of PerfectData ("Merger Sub"), and Sona Mobile, Inc., a
  Washington corporation ("Sona").
  
  RECITALS
  
       WHEREAS, the respective Boards of Directors of PerfectData,  Merger Sub and
  Sona have approved this  Agreement and have approved and declared  advisable the
  merger  transaction  pursuant  to which Sona will be merged with and into Merger
  Sub  on  the  terms  and  conditions  contained  herein  (the  "Merger")  and in
  accordance  with  applicable law and have determined that the Merger is fair to,
  and in the best interest of, their respective stockholders;
  
       WHEREAS, pursuant to the Merger, among other things, the outstanding shares
  of the common  stock,  no par value,  of Sona (the "Sona Common  Stock") and the
  Series A Redeemable  Convertible  Preferred  Stock,  no par value,  of Sona (the
  "Sona Series A Preferred  Stock")  shall be converted  into the right to receive
  shares of the Series A Voting  Convertible  Preferred Stock,  $.01 par value, of
  PerfectData (the  "PerfectData  Series A Preferred Stock") at the rate set forth
  herein;
  
       WHEREAS,  PerfectData, as the sole stockholder of Merger Sub, has agreed to
  approve and adopt this Agreement and approve the Merger on behalf of Merger Sub;
  
       WHEREAS, for United States federal income tax purposes,  the parties intend
  that the  Merger  qualify  as a  reorganization  within  the  meaning of Section
  368(a)(2)(D) of the Internal Revenue Code of 1986, as amended (the "Code"); and
  
       WHEREAS,   each  of  the   parties   hereto   desires   to   make   certain
  representations,  warranties,  covenants and  agreements in connection  with the
  Merger and to prescribe various conditions to the Merger;
  
       NOW,  THEREFORE,  in  consideration  of  the  representations,  warranties,
  covenants and  agreements  contained  herein,  and intending to be legally bound
  hereby, the parties to this Agreement agree as follows:
  
  
                                      ARTICLE I
                                     THE MERGER
  
       Section 1.1. The Merger.  Upon the terms and subject to the  conditions  of
  this Agreement,  at the Effective Time (as defined in Section 1.2(b) hereof) and
  in accordance  with the  applicable  terms of state law, (a) Sona will be merged
  with and into Merger Sub,  whereupon the separate  existence of Sona shall cease
  and Merger Sub shall be the surviving  corporation in the Merger (the "Surviving
  Corporation").
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  Section 1.2.      The Closing; Effective Time.
  
            (a) The closing of the Merger and the other transactions  contemplated
  by  this  Agreement  (the  "Closing")   shall  take  place  at  the  offices  of
  PerfectData's counsel, Wachtel & Masyr, LLP, in New York, New York, on such date
  as may be mutually  agreed upon in writing by PerfectData  and Sona. The date on
  which the Closing actually occurs shall be the "Closing Date."
  
            (b) At the Closing,  the parties shall cause appropriate  certificates
  of merger with respect to the Merger to be executed and filed with the Secretary
  of State of the State of  Delaware  and the  Secretary  of State of the State of
  Washington,  each  in  accordance  with  applicable  state  law.  In  connection
  therewith,  the  Surviving  Corporation  shall change its name to "Sona  Mobile,
  Inc." and, after PerfectData  stockholder  approval therefor,  PerfectData shall
  change  its name to "Sona  Mobile  Holdings,  Inc." or such other name as may be
  recommended  by the Board of Directors of  PerfectData.  The Merger shall become
  effective  immediately following the time when the certificate of merger for the
  Merger has been duly filed with,  and  accepted  by, the  Secretary  of State of
  Delaware,  or such later time as may be specified in such  certificate of merger
  (the "Effective Time").
  
            (c) At the  Closing,  four  of the  five  directors  and  each  of the
  executive  officers of  PerfectData  and each of the  directors  and officers of
  Merger Sub shall resign (except for such officers as Sona may reasonably request
  to continue in service to  facilitate  the  Closing  and the  transition  of new
  management)   and  the  directors  and  executive   officers  of  the  Surviving
  Corporation  shall be those  persons  identified  on  Exhibit  A hereto  and the
  directors  and  executive   officers  of  PerfectData  shall  be  those  persons
  designated by Sona (except for the PerfectData director remaining in office) and
  identified in Exhibit A.
  
            (d) At the Effective  Time, the  Certificate of  Incorporation  of the
  Surviving Corporation (the "Surviving Corporation Charter") shall be in the form
  attached  hereto as Exhibit  B, and shall  continue  in force and  effect  until
  amended in accordance with its terms and applicable law.
  
            (e) At the Effective  Time,  the Bylaws of the  Surviving  Corporation
  (the  "Surviving  Corporation  Bylaws") shall be in the form attached  hereto as
  Exhibit C, and shall  continue in force and effect until  amended in  accordance
  with its terms,  the terms of the Surviving  Corporation  Charter and applicable
  law.
  
            (f) At  the  Effective  Time,  the  Certificate  of  Incorporation  of
  PerfectData (the "PerfectData  Charter") shall be in the form attached hereto as
  Exhibit  D, as  amended  by the  Certificate  of  Designations  to be  filed  by
  PerfectData  on  or  prior  to  the  Closing  Date  designating  shares  of  the
  PerfectData Preferred Stock, $.01 par value (the "PerfectData Preferred Stock"),
  as the PerfectData Series A Preferred Stock in the form of Exhibit E hereto (the
  "Certificate  of  Designations"),  and shall  continue in force and effect until
  further amended in accordance with its terms and applicable law.
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            (g) At the Effective Time, the Bylaws of PerfectData (the "PerfectData
  Bylaws")  shall be in the form attached  hereto as Exhibit F, and shall continue
  in full force until  amended in  accordance  with their terms,  the terms of the
  PerfectData Charter and applicable law.
  
            (h) The 2000 Stock Option Plan of PerfectData (the "PerfectData Option
  Plan") shall continue in effect.
  
            (i) At the Effective  Time, the fiscal year of each of PerfectData and
  Merger Sub shall change from March 31 to December 31.
  
  
                                     ARTICLE II
                                CONVERSION OF SHARES
  
       Section 2.1.  Conversion of Shares. At the Effective Time, by virtue of the
  Merger  and  without  any action on the part of the  holders of any  outstanding
  shares of capital stock or other securities of Merger Sub, PerfectData or Sona:
  
            (a) Each share of the  common  stock,  $.001 par value,  of Merger Sub
  (the "Merger Sub Common  Stock")  issued and  outstanding  at the Effective Time
  shall continue to be outstanding,  with the same rights and privileges, and such
  shares shall  constitute  the only  outstanding  shares of capital  stock of the
  Surviving Corporation.
  
            (b) Each share of the Sona  Common  Stock,  and each share of the Sona
  Series A Preferred  Stock,  issued and  outstanding  at the Effective Time shall
  cease to be  outstanding  and shall be converted  into that number of fully paid
  and  nonassessable  shares of the PerfectData  Series A Preferred Stock so as to
  give effect to the intent of the parties expressed in Sections 2.1(f) and 2.1(g)
  hereof.  As of the Effective  Time, each holder of a certificate or certificates
  which immediately prior to the Effective Time represented  outstanding shares of
  the Sona Common  Stock or the Sona Series A Preferred  Stock shall cease to have
  any rights with respect  thereto,  except the right to receive a certificate  or
  certificates representing the number of whole shares of the PerfectData Series A
  Preferred  Stock into which such shares  have been  converted.  Each  authorized
  share of the Sona Preferred  Stock, no par value (the "Sona  Preferred  Stock"),
  that has not been  designated  as a share of the Sona Series A  Preferred  Stock
  shall cease to be authorized.
  
            (c) Each previously  granted or issued option,  warrant or other right
  to acquire shares of the Sona Common Stock, if any, other than the Sona Series A
  Preferred  Stock,  shall cease to be outstanding  and shall be converted into an
  option (a  "PerfectData  Option")  to  acquire  that  number  of fully  paid and
  nonassessable shares of the PerfectData Common Stock so as to give effect to the
  intent of the parties  expressed  in Sections  2.1(f) and (g) hereof.  As of the
  Effective  Time,  each  holder  claiming  an option,  warrant or other  right to
  acquire  shares of Sona  Common  Stock,  other than the Sona  Series A Preferred
  Stock, shall cease to have any rights with respect thereto,  except the right to
  receive a  PerfectData  Option  representing  the number of whole  shares of the
  PerfectData  Common Stock which such option  represents in  accordance  with the
  preceding sentence.
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            (d) Each share of the common  stock,  $.01 par value,  of  PerfectData
  (the  "PerfectData  Common Stock") issued and  outstanding at the Effective Time
  shall continue to be outstanding, with the same rights and privileges.
  
            (e) Each  option or  warrant  to  purchase  shares of the  PerfectData
  Common Stock issued and  outstanding  at the Effective Time shall continue to be
  outstanding,  with the same  rights and  privileges,  and shall  continue  to be
  exercisable in accordance with its terms until its expiration date.
  
            (f) Following the issuance of the shares of the PerfectData  Preferred
  Stock to the  holders of the Sona  Common  Stock and the Sona Series A Preferred
  Stock, it is the intent of the parties that:
  
  
                 (i) The  shares  of  PerfectData  to be  held  by the  pre-Merger
                 holders  of the  PerfectData  Common  Stock  shall  be  equal  to
                 approximately  20% of the shares of the PerfectData  Common Stock
                 (subject to the adjustment  provisions of Section 2.1(g) hereof),
                 which  20%  shall  take  into  account  (A)  all  shares  of  the
                 PerfectData  Common Stock issued and  outstanding  on the Closing
                 Date and any shares of the PerfectData  Common Stock to be issued
                 pursuant to commitments  outstanding on the Closing Date, (B) all
                 warrants  to  purchase  shares of the  PerfectData  Common  Stock
                 outstanding  on the  Closing  Date,  (C) all  options to purchase
                 shares of the PerfectData Common Stock outstanding on the Closing
                 Date and all  commitments,  if any, to grant options  existing on
                 the Closing Date,  but excluding (1) those shares  reserved under
                 the  PerfectData  Option  Plan as to which no  options  have been
                 granted and no commitment for a grant given and (2) the remaining
                 76,000 shares of the PerfectData  Common Stock currently reserved
                 under the April 1, 1999 authorization of the PerfectData Board of
                 Directors  to  sell,  at $.05  per  share,  options  or  warrants
                 exercisable   at  $1.56  per   share   (the   "PerfectData   1999
                 Authorization")  and for which no options or  warrants  have been
                 granted  and no  commitment  for a grant  given and (D) any other
                 right, if any, to acquire shares of the PerfectData  Common Stock
                 existing  on the Closing  Date,  including,  without  limitation,
                 securities  convertible  into shares of the  Perfect  Data Common
                 Stock.
  
                 (ii) The shares of the PerfectData Series A Preferred Stock to be
                 issued  to the  holders  of the Sona  Common  Stock  and the Sona
                 Series A  Preferred  Stock,  when  converted  into  shares of the
                 PerfectData  Common Stock, shall be equal to approximately 80% of
                 the  shares  of the  PerfectData  Common  Stock  (subject  to the
                 adjustment  provisions of Section  2.1(g)),  which 80% shall take
                 into  account (A) all shares of the Sona Common  Stock issued and
                 outstanding on the Closing Date,  including,  without limitation,
                 any restricted
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                 shares even if subject to forfeiture,  and any shares of the Sona
                 Common Stock to be issued pursuant to commitments  outstanding on
                 the Closing  Date,  (B) all shares of the Sona Series A Preferred
                 Stock  issued  and  outstanding  on the  Closing  Date,  (C)  all
                 warrants,  if any,  to purchase  shares of the Sona Common  Stock
                 outstanding  on the Closing  Date,  (D) all  options,  if any, to
                 purchase shares of the Sona Common Stock and all commitments,  if
                 any, to grant  options  existing on the Closing  Date and (E) any
                 other right to acquire  shares of the Sona Common Stock  existing
                 on the Closing Date,  including,  without limitation,  securities
                 convertible  into shares of the Sona Common Stock and  securities
                 to  be  issued  at  the  Closing  to  Colebrooke  Capital,   Inc.
                 ("Colebrooke") in payment of its finder's fee pursuant to Section
                 4.27 hereof.
  
            (g) At the Closing,  PerfectData shall have a minimum of $1,100,000 in
  "Tangible  Net Worth" (as defined in subsection  (ii) below).  In the event that
  PerfectData's  Tangible Net Worth is less than $1,100,000,  the aggregate number
  of shares of the  PerfectData  Series A  Preferred  Stock  issuable  pursuant to
  Section 2.1(b) shall be adjusted as follows:
  
                 (i) If the Tangible Net Worth is less than $1,100,000, the number
                 of shares issuable to the Sona shareholders  shall be adjusted so
                 that the percentage of shares of the PerfectData  Common Stock to
                 be held by the pre-Merger holders of the PerfectData Common Stock
                 shall be reduced by an amount equal to (A) the product of (1) the
                 amount of the  reduction in Tangible  Net Worth below  $1,100,000
                 and  (2)  20  divided  by (B)  $2,000,000.  The  amount  computed
                 pursuant to the preceding sentence shall be rounded up or down to
                 the nearest tenth of a percent.  Notwithstanding anything in this
                 Section 2.1(g) to the contrary, if the Tangible Net Worth is less
                 than  $750,000,  either  PerfectData  or Sona may terminate  this
                 Agreement  by  notice  to the  other in the  manner  set forth in
                 Section  9.1  hereof,  provided  that  PerfectData  pays Sona the
                 termination reimbursement fee set forth in Section 8.3 hereof.
  
                 (ii) For purposes of this Section 2.1, "Tangible Net Worth" shall
                 mean,  as of  the  Closing  Date,  PerfectData's  cash  and  cash
                 equivalents  and other tangible  assets minus total  liabilities.
                 Total  liabilities  shall  include  not  only  those  liabilities
                 reflected  in a  balance  sheet,  but  also any  commitments  and
                 contingencies  that  are not  reflected  in a  balance  sheet  in
                 accordance  with  United  States  generally  accepted  accounting
                 principles ("GAAP"). If the Closing Date is on or after April 15,
                 2005,  PerfectData  may  increase  the  Tangible Net Worth by the
                 costs, not to exceed $75,000 of PerfectData  preparing and filing
                 its Annual Report on Form 10-KSB for its fiscal year ending March
                 31, 2005.  PerfectData shall prepare a balance sheet as of a date
                 not more than ten days prior to the anticipated Closing Date (the
                 "Closing
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                 Balance  Sheet").  The Closing Balance Sheet shall be reviewed by
                 PerfectData's  independent  registered  public  accounting  firm,
                 Singer  Lewak  Greenbaum &  Goldstein  LLP, in the same manner as
                 such firm reviews the  quarterly  reports of  PerfectData,  and a
                 copy  thereof  indicating  such review shall be delivered to Sona
                 not later  than two  Business  Days (as such term is  defined  in
                 Section 9.15 hereof) prior to the  anticipated  Closing Date. The
                 Closing  Balance  Sheet shall be prepared in a manner  consistent
                 with, and in a format  comparable to, the balance sheets included
                 in the  PerfectData  Financial  Statements (as defined in Section
                 3.8  hereof),  except that total  liabilities  shall  include any
                 commitments and  contingencies as set forth above in this Section
                 2.1(g)(ii). At the Closing, PerfectData's Chief Financial Officer
                 shall  certify the  Tangible  Net Worth as of the Closing Date as
                 determined   in   accordance   with  this   Section   2.1(g)(ii).
                 Notwithstanding  anything  in  the  Agreement  to  the  contrary,
                 PerfectData  may,  at any time prior to the Closing  Date,  raise
                 additional  equity  capital  through  the sale of  shares  of the
                 PerfectData  Common  Stock to increase  the  Tangible  Net Worth;
                 provided,  however,  that,  without the prior written  consent of
                 Sona, which consent may not be unreasonably withheld, PerfectData
                 may not sell shares to any single person or group of persons in a
                 single transaction if such person or group of persons would, as a
                 result,  own 5% or more of the issued and  outstanding  shares of
                 the PerfectData  Common Stock on a fully diluted basis (including
                 giving  effect to  conversion  of the  shares of the  PerfectData
                 Series A Preferred  Stock) after the Merger unless such person or
                 group of persons  owned 5% or more of the issued and  outstanding
                 PerfectData  Common Stock before the Merger.  In connection  with
                 any such sale,  PerfectData  may grant  "piggyback"  registration
                 rights  under  the  Securities  Act  of  1933,  as  amended  (the
                 "Securities  Act"),  with respect to up to 150,000  shares of the
                 PerfectData Common Stock.
  
            (h) No fraction of a share of the PerfectData Series A Preferred Stock
  shall be issued in connection with the Merger. In the event a holder of the Sona
  Common Stock or the Sona Series A Preferred Stock would otherwise be entitled to
  a  fraction  of a share  of the  PerfectData  Series  A  Preferred  Stock,  such
  fractional  share  shall  be  rounded  up or down to the  nearest  whole  share.
  Similarly, PerfectData Options shall be adjusted so they are not exercisable for
  fractional shares of the PerfectData Common Stock.
  
       Section 2.2. Exchange of Certificates.
  
            (a)  Exchange  Agent.  As of the  Effective  Time,  PerfectData  shall
  deposit,  or shall cause to be deposited,  with U.S. Stock Transfer  Corporation
  (the "Exchange Agent"),  for the benefit of the holders of the Sona Common Stock
  and the Sona Series A Preferred  Stock,  for  exchange in  accordance  with this
  Article II, through the Exchange Agent,  certificates  evidencing  shares of the
  PerfectData  Series A Preferred  Stock in such amount  that the  Exchange  Agent
  
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  possesses such number of shares of the  PerfectData  Series A Preferred Stock as
  are  required to provide all of the  consideration  required to be  exchanged by
  PerfectData pursuant to the provisions of this Article II (such certificates for
  shares of the PerfectData Series A Preferred Stock,  together with any dividends
  or distributions  with respect  thereto,  being  hereinafter  referred to as the
  "Exchange   Fund").   The  Exchange   Agent  shall,   pursuant  to   irrevocable
  instructions,  deliver shares of the PerfectData Series A Preferred Stock out of
  the Exchange Fund in accordance with Section 2.1 hereof.  Except as contemplated
  by Section  2.2(f)  hereof,  the  Exchange  Fund shall not be used for any other
  purpose.
  
            (b) Exchange Procedures.  As soon as reasonably  practicable after the
  Effective  Time,  PerfectData  will instruct the Exchange  Agent to mail to each
  holder of record of a certificate or certificates which immediately prior to the
  Effective Time evidenced outstanding shares of the Sona Common Stock or the Sona
  Series A  Preferred  Stock  (the  "Certificates"):  (i) a letter of  transmittal
  (which is reasonably  agreed to by  PerfectData  and Sona and shall specify that
  delivery shall be effected, and risk of loss and title to the Certificates shall
  pass,  only upon  proper  delivery  of the  Certificates  to and  receipt by the
  Exchange  Agent  and shall be in such form and have  such  other  provisions  as
  PerfectData or the Exchange Agent may reasonably specify); and (ii) instructions
  for  use  in  effecting  the  surrender  of the  Certificates  in  exchange  for
  certificates evidencing shares of the PerfectData Series A Preferred Stock. Upon
  surrender of a Certificate for  cancellation to the Exchange Agent together with
  such letter of transmittal, duly executed, and such other customary documents as
  may be required  pursuant to such  instructions,  the holder of such Certificate
  shall be entitled to receive in exchange  therefor (A)  certificates  evidencing
  that number of whole shares of the  PerfectData  Series A Preferred  Stock which
  such holder has the right to receive in respect of the shares of the Sona Common
  Stock  or  the  Sona  Series  A  Preferred  Stock  formerly  evidenced  by  such
  Certificate  in  accordance  with Section 2.1 hereof,  and (B) any  dividends or
  other  distributions to which such holder is entitled pursuant to Section 2.2(c)
  hereof (the shares of the PerfectData  Series A Preferred  Stock,  dividends and
  distributions  described in clauses (A) and (B) being  collectively  referred to
  herein as the "Merger Consideration"), and the Certificates so surrendered shall
  forthwith be cancelled. In the event of a transfer of ownership of shares of the
  Sona Common Stock or the Sona Series A Preferred  Stock which is not  registered
  in the transfer  records of Sona, a certificate  evidencing the proper number of
  shares of the  PerfectData  Series A Preferred Stock may be issued in accordance
  with this Article II to a transferee if the  Certificate  evidencing such shares
  of the Sona Common  Stock or the Sona Series A Preferred  Stock is  presented to
  the Exchange Agent, accompanied by all documents required to evidence and effect
  such transfer and by evidence that any applicable stock transfer taxes have been
  paid and  that the  transfer  is  permitted  under  the  Securities  Act and any
  applicable  state  securities  laws.  Until  surrendered as contemplated by this
  Section 2.2,  each  Certificate  shall be deemed at any time after the Effective
  Time to  evidence  only the right to  receive  upon such  surrender  the  Merger
  Consideration.
  
            (c) Distributions With Respect To Unexchanged  Shares. No dividends or
  other  distributions  declared or made after the Effective  Time with respect to
  the PerfectData  Series A Preferred Stock with a record date after the Effective
  Time shall be paid to the holder of any  unsurrendered  Certificate with respect
  to the shares of the PerfectData Series A Preferred Stock evidenced thereby, and
  no other  part of the  Merger  Consideration  shall be paid to any such  holder,
  until the holder of such Certificate shall surrender such  Certificate.  Subject
  to the effect of applicable laws,  following  surrender of any such Certificate,
  there shall be paid to the holder
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  of the  certificates  evidencing  shares of the  PerfectData  Series A Preferred
  Stock issued in exchange therefor, without interest, (i) promptly, the amount of
  dividends or other  distributions  with a record date after the  Effective  Time
  theretofore  paid  with  respect  to such  shares  of the  PerfectData  Series A
  Preferred  Stock  and  (ii) at the  appropriate  payment  date,  the  amount  of
  dividends or other  distributions,  with a record date after the Effective  Time
  but prior to surrender and a payment date  occurring  after  surrender,  payable
  with  respect to such shares of the  PerfectData  Series A Preferred  Stock.  No
  interest shall be paid on the Merger Consideration.
  
            (d) No Further  Rights in Sona Shares.  All shares of the  PerfectData
  Series A Preferred Stock (and other Merger Consideration) issued upon conversion
  of the shares of the Sona Common Stock and the Sona Series A Preferred  Stock in
  accordance  with the terms  hereof  shall be deemed to have been  issued in full
  satisfaction  of all rights  pertaining  to such shares of the Sona Common Stock
  and the Sona Series A Preferred Stock.
  
            (e)  Termination  of Exchange  Fund.  Any portion of the Exchange Fund
  which  remains  undistributed  to the holders of shares of the Sona Common Stock
  and the PerfectData  Series A Preferred Stock for six months after the Effective
  Time shall be delivered to  PerfectData,  upon demand,  and,  subject to Section
  2.2(f)  hereof,  any  holders  of shares of the Sona  Common  Stock and the Sona
  Series A Preferred Stock who have not theretofore  complied with this Article II
  shall thereafter look only to PerfectData for the Merger  Consideration to which
  they are entitled.
  
            (f) No Liability.  Neither PerfectData nor Sona shall be liable to any
  holder of shares of the Sona Common Stock and the Sona Series A Preferred  Stock
  for any such shares of the PerfectData Series A Preferred Stock (or dividends or
  distributions  with respect thereto)  delivered to a public official pursuant to
  any applicable abandoned property, escheat or similar law.
  
            (g) Withholding  Rights.  PerfectData  shall be entitled to deduct and
  withhold,  or  cause  the  Exchange  Agent  to  deduct  and  withhold,  from the
  consideration  otherwise  payable  pursuant to this  Agreement  to any holder of
  shares  of the Sona  Common  Stock  and the Sona  Series A  Preferred  Stock the
  minimum  amounts (if any) that  PerfectData  is required to deduct and  withhold
  with respect to the making of such payment  under the Code,  or any provision of
  state,  local or foreign tax law. To the extent that  amounts are so withheld by
  PerfectData,  such  withheld  amounts  shall be treated for all purposes of this
  Agreement  as having  been paid to the holder of the  shares of the Sona  Common
  Stock or the Sona  Series A Preferred  Stock in respect of which such  deduction
  and withholding was made by PerfectData.
  
       Section 2.3.  Stock  Transfer.  At the Effective  Time,  the stock transfer
  books of Sona shall be closed and no transfer of shares of the Sona Common Stock
  or the Sona Series A Preferred Stock shall be made thereafter.
  
       Section 2.4. Lost, Stolen or Destroyed Certificates.  In the event that any
  Sona share certificates  shall have been lost, stolen or destroyed,  PerfectData
  shall  issue  in  respect  of  such  lost,   stolen  or  destroyed   Sona  share
  certificates,  upon the making of a  satisfactory  affidavit of that fact by the
  holder  thereof  and  upon the  execution  by such  holder  of an  agreement  to
  indemnify  PerfectData,  in such form as  PerfectData  may  reasonably  request,
  against any claim
  <PAGE>
  <PAGE>
  
  that may be made  against  it with  respect to such  certificates,  certificates
  representing  the shares of the  PerfectData  Series A Preferred Stock as may be
  required to be issued pursuant to this Article II.
  
       Section  2.5.  Tax  Consequences.  For  United  States  federal  income tax
  purposes,  it is  intended by the  parties  hereto that the Merger  qualify as a
  reorganization  within  the  meaning of Section  368(a)(2)(D)  of the Code.  The
  execution and delivery of this  Agreement by each party shall be considered  the
  adoption  of a plan of  reorganization  by such  party for  purposes  of Section
  368(a)(2)(D) of the Code.
  
  Section 2.6 Additional Shares of PerfectData Common Stock.
  
            (a) At the  Closing,  PerfectData  shall  direct U.S.  Stock  Transfer
  Corporation,  as the  Transfer  Agent  for the  PerfectData  Common  Stock  (the
  "Transfer  Agent"),  (i) to  reserve  that  number of shares of the  PerfectData
  Common Stock (the "Additional  Shares") as would constitute 5% of the issued and
  outstanding  shares of the  PerfectData  Common Stock on a fully  diluted  basis
  computed in accordance with Section 2.1(f) hereof and (ii) to maintain a list of
  the names and addresses of the  shareholders  of Sona who received shares of the
  PerfectData  Series A Preferred  Stock as of the Closing  Date and the number of
  shares received by each.
  
            (b) If, upon the receipt of the consolidated  financial statements for
  the fiscal year ending  December 31, 2005 ("Fiscal 2005") as audited by the then
  independent registered public accounting firm (the "IRPAF") for PerfectData, the
  then  President of PerfectData  (the  "President")  concludes,  after his review
  thereof,  that  PerfectData has revenues of less than $3,000,000  and/or a gross
  profit  margin  lower than 50%,  he shall  take no action  for Fiscal  2005 with
  respect to requesting  issuance of the Additional Shares. If, on the other hand,
  he concludes that PerfectData has (i) revenues of at least $3,000,000 and (ii) a
  gross profit  margin of at least 50% as reported in the  statement of operations
  for Fiscal 2005 (the "2005  Statement of  Operations")  included in such audited
  financial statements, he shall direct the Transfer Agent to issue the Additional
  Shares to the same persons and in the same  proportions as the  shareholders  of
  Sona  received  shares of the  PerfectData  Series A  Preferred  Stock as of the
  Closing Date.
  
            (c) In the event that  PerfectData did not meet the  requirements  set
  forth in Section  2.6(b) hereof for issuance of the Additional  Shares,  but, in
  the opinion of the President,  after he has reviewed the consolidated  financial
  statements for the fiscal year ending  December 31, 2006 ("Fiscal 2006") audited
  by the then IRPAF for  PerfectData,  PerfectData has (i) Aggregate  Revenues (as
  herein  defined) of at least  $12,000,000  and (ii) an  Aggregate  Gross  Profit
  Margin  (as  herein  defined)  of at least  50% based on the 2005  Statement  of
  Operations  and  PerfectData's  statement  of  operations  for the  year  ending
  December 31, 2006 (the "2006 Statement of  Operations")  included in its audited
  financial  statements for Fiscal 2006,  then, he shall direct the Transfer Agent
  to deliver the Additional Shares to the same persons and in the same proportions
  as the  shareholders  of  Sona  received  shares  of the  PerfectData  Series  A
  Preferred  Stock as of the Closing Date. For the purpose of this Section 2.6(c),
  "Aggregate  Revenues" shall mean the
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  sum of the revenues as reported in the 2005 Statement of Operations and the 2006
  Statement of Operations and "Aggregate Gross Profit Margin" shall mean the gross
  profit  margin  computed  on the basis of the  revenues  and cost of goods  sold
  reported  in the  2006  Statement  of  Operations  and  the  2005  Statement  of
  Operations being aggregated.
  
            (d) No fraction of a share of the  PerfectData  Common  Stock shall be
  issued to a former Sona  shareholder  as a result of the  proration  provided in
  subsections  (b) or (c) of  this  Section  2.6.  In the  event  a  holder  would
  otherwise be entitled to a fraction of a share,  such fractional  share shall be
  rounded up or down to the nearest whole share.
  
                                    ARTICLE II I
            REPRESENTATIONS AND WARRANTIES OF PERFECTDATA AND MERGER SUB
  
       PerfectData  and Merger Sub  represent  and warrant to Sona, as of the date
  hereof and hereafter through and including the Closing Date, as follows, in each
  case subject to the exceptions set forth in the disclosure  statement  delivered
  by   PerfectData  to  Sona  prior  to  the  execution  of  this  Agreement  (the
  "PerfectData  Disclosure  Statement").  The PerfectData  Disclosure Statement is
  arranged in Schedules  corresponding  to the numbered and lettered  sections and
  subsections  of this  Article  III,  and the  disclosure  in any Schedule of the
  PerfectData Disclosure Statement shall qualify only the corresponding Section of
  this Article III.
  
       Section  3.1.  Organization.  Each  of  PerfectData  and  Merger  Sub  is a
  corporation duly organized, validly existing and in good standing under the laws
  of the State of Delaware and has all requisite  corporate power and authority to
  own,  lease and  operate its  properties  and assets in the manner in which such
  properties and assets are now owned,  leased and operated.  Neither  PerfectData
  nor Merger Sub is currently engaged in an operating business.  Prior to the date
  hereof,  each of  PerfectData  and  Merger  Sub has  delivered  to Sona true and
  complete copies of its certificate of incorporation  (the "PerfectData  Charter"
  and the "Merger Sub  Charter,"  respectively)  and its bylaws (the  "PerfectData
  Bylaws" and the "Merger Sub Bylaws," respectively), as currently in effect.
  
       Section 3.2.  Subsidiaries.  PerfectData  does not own any equity interest,
  directly or  indirectly,  in any  corporation,  partnership,  limited  liability
  company,  joint  venture,  firm or other entity other than Merger Sub and except
  for the  investments  disclosed  in Schedule 3.2 of the  PerfectData  Disclosure
  Statement.
  
       Section 3.3.  Good  Standing.  Each of  PerfectData  and Merger Sub is duly
  qualified as a foreign corporation to do business,  and is in good standing,  in
  each  jurisdiction  where the character of its owned or leased properties or the
  nature of its activities makes such  qualification  necessary,  except where the
  failure to be so qualified or in good standing would not, individually or in the
  aggregate,  reasonably be expected to have a PerfectData Material Adverse Effect
  (as defined in Section 3.10(b) hereof).
  
       Section 3.4.  Validity.  Each of PerfectData  and Merger Sub has full power
  and  authority  to  execute  and  deliver  this  Agreement  and all of the other
  agreements and documents referred to herein,  executed in connection herewith or
  contemplated hereby to which PerfectData or Merger Sub is or will be a party and
  to  perform  its  obligations  hereunder  and  to  consummate  the  transactions
  contemplated  hereby  (assuming  that,  subsequent  to the Effective  Time,  the
  stockholders of PerfectData  approve (a) an increase in the authorized shares of
  the PerfectData
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  Common Stock in an amount at least  sufficient  to permit (i)  conversion of the
  PerfectData  Series A Preferred Stock and (ii) the Additional Shares that may be
  issued  pursuant to Section 2.6 hereof and (b) to change the name of PerfectData
  to "Sona Mobile Holdings,  Inc." or such other name as the Board of Directors of
  PerfectData  may  recommend).  This Agreement  constitutes the valid and binding
  obligation of each of PerfectData  and Merger Sub enforceable in accordance with
  its terms, subject to bankruptcy,  insolvency or other laws affecting creditors'
  rights  generally  and general  principles  of equity  affecting  remedies.  The
  execution and delivery of this Agreement by  PerfectData  and Merger Sub and the
  consummation of the transactions  contemplated  hereby have been duly authorized
  by the board of directors of each of PerfectData  and Merger Sub and, other than
  the  stockholder  approval  described in this Section 3.4,  such  execution  and
  delivery of this Agreement and the consummation of the transactions contemplated
  hereby do not and will not require the consent, approval or authorization of any
  person, public authority, self-regulatory authority or other entity.
  
       Section 3.5. No Conflict.  The execution and delivery of this  Agreement by
  PerfectData  and Merger Sub and the performance of their  obligations  hereunder
  (a) are not in violation or breach of, and will not conflict  with or constitute
  a default  under any of the terms of the  PerfectData  or Merger Sub Charters or
  PerfectData  or  Merger  Sub  Bylaws  or any  note,  debt  instrument,  security
  agreement,  deed of  trust or  mortgage  or any  other  contract,  agreement  or
  commitment  binding  upon  PerfectData  or Merger Sub or any of their  assets or
  properties,  (b) will not  result in the  creation  or  imposition  of any lien,
  security  interest,  encumbrance,  equity or  restriction  in favor of any third
  party upon any of the assets or properties of  PerfectData or Merger Sub and (c)
  will not conflict  with or violate any  applicable  law,  regulation,  judgment,
  order or decree of any government, governmental instrumentality, self-regulatory
  authority or court having  jurisdiction over PerfectData or Merger Sub or any of
  their assets or properties.
  
       Section 3.6. Capitalization.
  
            (a) PerfectData's  authorized capital stock consists of (i) 10,000,000
  shares of the PerfectData  Common Stock, of which 6,359,530 shares are currently
  issued and outstanding,  (ii) 2,000,000 shares of the "blank check"  PerfectData
  Preferred Stock, no shares of which are currently  issued and  outstanding,  and
  (iii) options,  warrants and other rights to acquire  shares of the  PerfectData
  Common Stock as to which an aggregate  of  2,106,000  shares of the  PerfectData
  Common Stock are reserved  and options and  warrants  are  currently  issued and
  outstanding  to  purchase,  in  the  aggregate,  up to  348,500  shares  of  the
  PerfectData  Common  Stock,  as set  forth  in  detail  in  Schedule  3.6 of the
  PerfectData Disclosure Statement.
  
            (b) The authorized  capital stock of Merger Sub consists of 100 shares
  of the Merger Sub Common  Stock,  of which 100 shares are  currently  issued and
  outstanding and owned  (beneficially  and of record) by  PerfectData.  Except as
  contemplated in this  Agreement,  Merger Sub does not hold, nor has it held, any
  assets or incurred any  liabilities  nor has carried on any business  activities
  other  than  in  connection  with  the  Merger  and  the  related   transactions
  contemplated in this Agreement.
  
            (c) All of the issued and outstanding shares of the PerfectData Common
  Stock and the Merger Sub Common Stock have been duly authorized,  validly issued
  and fully paid,  are  nonassessable  and are free of any  preemptive  or similar
  rights.
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            (d) All of the shares of the  PerfectData  Series A Preferred Stock to
  be  issued  in  consideration  of the  Merger,  and  all of  the  shares  of the
  PerfectData  Common Stock to be issued upon the  conversion of the shares of the
  PerfectData Series A Preferred Stock in accordance with the terms thereof,  have
  been duly  authorized  and,  upon their  respective  issuances,  will be validly
  issued  and fully  paid,  nonassessable  and free of any  preemptive  or similar
  rights.
  
       Section  3.7.  Obligations  with Respect to Capital  Stock.  Except for the
  options and  warrants set forth in Schedule  3.7 of the  PerfectData  Disclosure
  Statement,  neither  PerfectData nor Merger Sub has any commitment or obligation
  to  issue,  deliver  or  sell,  under  any  offer,  subscription,  stock  option
  agreement,  stock bonus agreement,  stock purchase plan, incentive  compensation
  plan, warrant, call, conversion right or otherwise, any shares of PerfectData or
  Merger Sub capital stock or other securities,  except as contemplated under this
  Agreement. There are no stockholder agreements, voting agreements, voting trusts
  or other  similar  arrangements  which  may have the  effect of  restricting  or
  limiting the transfer,  voting or other rights associated with the capital stock
  of PerfectData or Merger Sub.
  
       Section  3.8.  Financial  Statements.  Each  of  the  financial  statements
  (including, in each case, any related notes thereto) (the "PerfectData Financial
  Statements")  contained  in the  PerfectData  SEC Reports (as defined in Section
  3.11 hereof) filed by PerfectData  with the  Securities and Exchange  Commission
  (the "SEC") (a) was  prepared in  accordance  with GAAP  applied on a consistent
  basis  throughout the periods  involved (except as may be indicated in the notes
  thereto or, in the case of unaudited  interim  financial  statements,  as may be
  permitted by the SEC on Form 10-Q or Form 10-QSB under the  Securities  Exchange
  Act of 1934,  as amended (the  "Exchange  Act"),  and (b) fairly  presented  the
  financial  position of PerfectData  as at the  respective  dates thereof and the
  consolidated results of its operations and cash flows for the periods indicated,
  consistent  with the books  and  records  of the  PerfectData,  except  that the
  unaudited  financial  statements  were or are  subject to normal  and  recurring
  year-end  adjustments  which were not, or are not  expected  to be,  material in
  amount.
  
       Section 3.9. No Undisclosed Liabilities. Neither PerfectData nor Merger Sub
  has any  liabilities  (absolute,  accrued,  contingent or otherwise)  other than
  liabilities or obligations (a) included in the PerfectData Financial Statements,
  (b)  incurred  since  December  31,  2004 in the  ordinary  course  of  business
  consistent with past practice,  which,  individually or in the aggregate,  would
  not  reasonably be expected to have a PerfectData  Material  Adverse  Effect (as
  defined  in  Section  3.10(b)  hereof),  (c)  under  this  Agreement,  or (d) as
  disclosed  in  Schedule  3.9 of the  PerfectData  Disclosure  Statement,  which,
  individually  or in the  aggregate,  would not  reasonably be expected to have a
  PerfectData Material Adverse Effect.
  
       Section 3.10. Absence of Certain Changes or Events Since December 31, 2004.
  Since  December  31,  2004,  except for the  transactions  contemplated  by this
  Agreement  or as set  forth  in  Schedule  3.10  of the  PerfectData  Disclosure
  Statement or in a PerfectData SEC Report (as defined in Section 3.11 hereof):
  
            (a)  Neither  PerfectData  nor Merger Sub has  sustained  any  damage,
  destruction or loss (including,  without limitation,  by reason of revocation of
  license or right to do
  <PAGE>
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  business, total or partial termination,  suspension,  default or modification of
  contracts,    governmental   or   self-regulatory    restriction,    regulation,
  investigation or inquiry).
  
            (b) No PerfectData  Material  Adverse  Effect (as defined  herein) has
  occurred. For purposes of this Agreement,  "PerfectData Material Adverse Effect"
  shall mean any change or effect that is, or could  reasonably be expected to be,
  materially  adverse to the assets and  liabilities  (taken together as a whole),
  capitalization  or condition  (financial or otherwise) of PerfectData and Merger
  Sub,  taken as a whole,  other  than any change or effect  (i)  relating  to the
  economy in general or (ii)  arising out of any  actions  taken or  announced  by
  PerfectData  or Merger Sub at the request or direction of Sona,  or any inaction
  or failure to act by  PerfectData  or Merger Sub at the request or  direction of
  Sona.
  
            (c) Neither  PerfectData nor Merger Sub has issued,  or authorized for
  issuance,  any equity,  debt or other security of PerfectData or Merger Sub, and
  neither  PerfectData nor Merger Sub has granted, or entered into, any commitment
  or  obligation  to  issue or sell any such  equity,  debt or other  security  of
  PerfectData  or Merger  Sub  whether  pursuant  to any  offer,  underwriting  or
  placement agent agreement,  stock option agreement, stock bonus agreement, stock
  purchase plan, incentive  compensation plan, warrant,  call, conversion right or
  otherwise.
  
            (d) Neither  PerfectData  nor Merger Sub has incurred  additional debt
  for borrowed  money,  or incurred  any other  obligation  or  liability  (fixed,
  contingent or otherwise) except in the ordinary and usual course of its business
  and consistent with past practices.
  
            (e) Neither PerfectData nor Merger Sub has authorized,  declared, paid
  or effected any dividend,  payment or other  distribution  on or with respect to
  any share of PerfectData or Merger Sub capital stock.
  
            (f)  Neither  PerfectData  nor Merger Sub has  purchased,  redeemed or
  otherwise acquired or committed itself to acquire,  directly or indirectly,  any
  share or shares of capital stock of PerfectData or Merger Sub.
  
            (g)  Neither  PerfectData  nor  Merger Sub has  mortgaged,  pledged or
  otherwise  encumbered or subjected to lien any  PerfectData or Merger Sub assets
  or properties,  tangible or intangible, except for liens for current taxes which
  are not yet due and  payable and other liens  arising  out of the  ordinary  and
  usual course of business.
  
            (h) Neither  PerfectData  nor Merger Sub has entered into any material
  transaction  or contract,  nor has either  PerfectData  or Merger Sub waived any
  right  of  substantial  value or  canceled  any  material  debts  or  claims  or
  voluntarily suffered any extraordinary losses.
  
            (i) Neither  PerfectData  or Merger Sub has effected any  amendment or
  supplement to, or extension of, any employee profit-sharing, stock option, stock
  purchase,  pension, bonus, incentive,  retirement,  medical reimbursement,  life
  insurance,   deferred  compensation  or  any  other  employee  benefit  plan  or
  arrangement, nor has either of PerfectData or Merger Sub implemented or paid any
  material salary increases, bonuses or similar payments.
  
            (j)  PerfectData  has not made any  change in  accounting  methods  or
  principles used for financial reporting purposes, except as required by a change
  in GAAP or pursuant to
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  changes in or additions to FASB or SEC  pronouncements and concurred with by its
  independent public accountants.
  
            (k) Neither PerfectData nor Merger Sub has any agreement,  arrangement
  or understanding with respect to any of the foregoing.
  
       Section  3.11 SEC  Filings.  PerfectData  has filed with the SEC all forms,
  reports,  registration  statements and documents required to be filed by it with
  the SEC under the  Securities  Act and the  Exchange  Act after  March 31,  2000
  (collectively,  all such forms, reports,  registration  statements and documents
  filed since such date are referred to in this Agreement as the  "PerfectData SEC
  Reports").  All of the PerfectData SEC Reports were timely filed and complied as
  to form, when filed (or, if amended or superseded by filing prior to the date of
  this Agreement,  then on the date of such amended or superseding filing), in all
  material  respects with the  applicable  provisions of the  Securities  Act, the
  Exchange Act and the Sarbanes-Oxley Act of 2002 (the  "Sarbanes-Oxley  Act"), as
  the case may be.  The  PerfectData  SEC  Reports  (including  all  exhibits  and
  schedules thereto and documents  incorporated by reference  therein) did not, at
  the time they were filed (or, if amended or  superseded  by filing  prior to the
  date of this Agreement, then on the date of such amended or superseding filing),
  contain any untrue statement of a material fact or omit to state a material fact
  required to be stated  therein or necessary to make the statements  therein,  in
  light of the  circumstances  under which they were made, not misleading.  To the
  knowledge of  PerfectData,  except as disclosed in the  PerfectData SEC Reports,
  each of  PerfectData's  officers  and  directors  has  complied  with all filing
  requirements under Section 16(a) of the Exchange Act.
  
       Section 3.12. Contracts and Commitments.
  
            (a) For purposes of this  Agreement,  each of the  following  shall be
  deemed to constitute a "PerfectData Material Contract": (i) any contract that is
  required  by the rules and  regulations  of the SEC to be filed as an exhibit to
  the PerfectData  SEC Reports;  (ii) any contract,  arrangement or  understanding
  relating to the  employment of any employee,  and any contract,  arrangement  or
  understanding  pursuant to which  PerfectData is or may become obligated to make
  any  severance,  termination,  bonus or relocation  payment or any other payment
  (other than payments in respect of salary) in excess of $2,500 to any current or
  former  employee,  consultant  or director;  (iii) any contract  relating to the
  acquisition,   transfer,  development,   sharing  or  license  of  any  material
  proprietary   asset  of   PerfectData;   (iv)  any  contract,   arrangement   or
  understanding  which provides for  indemnification  of any officer,  director or
  employee;  (v) any  contract  creating or relating to any  partnership  or joint
  venture or any sharing of revenues, profits, losses, costs or liabilities;  (vi)
  any contract that involves the payment or expenditure of $2,500 or more that may
  not be  terminated by  PerfectData  (without  penalty)  within 30 days after the
  delivery  of  a   termination   notice  by   PerfectData,   (vii)  any  contract
  contemplating  or  involving  (A) the  payment  or  delivery  of  cash or  other
  consideration  in an  amount  or  having  a value in  excess  of  $2,500  in the
  aggregate, or (B) the performance of services having a value in excess of $2,500
  in the  aggregate;  or (viii) any other  contract,  if a breach of such contract
  could reasonably be expected to have a PerfectData Material Adverse Effect.
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            (b) Each PerfectData  Material Contract is valid and in full force and
  effect,  and is  enforceable  in  accordance  with its terms  (subject,  in each
  instance, to bankruptcy,  insolvency,  or other laws affecting creditors' rights
  generally and general principles of equity affecting remedies),  PerfectData has
  not  materially  violated or  breached,  or  committed  any default  under,  any
  PerfectData Material Contract, and, to PerfectData's  knowledge, no other person
  has  materially  violated or  breached,  or  committed  any default  under,  any
  PerfectData Material Contract.
  
            (c) No event has occurred,  and no circumstance  or condition  exists,
  that (with or without  notice or lapse of time) could  reasonably be expected to
  (i) result in a material  violation or material  breach of any  provision of any
  PerfectData  Material  Contract;  (ii) give any  person  the right to  declare a
  default or exercise any remedy under any PerfectData  Material  Contract;  (iii)
  give any person the right to receive or require a material  rebate,  chargeback,
  or penalty under any  PerfectData  Material  Contract;  (iv) give any person the
  right to accelerate  the maturity or  performance  of any  PerfectData  Material
  Contract;  or (v) give any person the right to cancel,  terminate  or modify any
  PerfectData Material Contract.
  
            (d) Schedule 3.12 of the PerfectData  Disclosure  Statement provides a
  list of all PerfectData  Material Contracts  (including all amendments  thereto)
  not otherwise included in the PerfectData SEC Reports.  PerfectData has provided
  or  made  available  to  Sona a  copy  of  each  PerfectData  Material  Contract
  (including  all  amendments   thereto)  listed  in  Schedule  3.12,  other  than
  PerfectData  Material Contracts filed as exhibits to the PerfectData SEC Reports
  and all copies of all amendments to the PerfectData  Material Contracts filed as
  exhibits to the PerfectData SEC Reports,  to the extent such amendments have not
  been filed with the SEC.
  
            (e) Merger Sub is not a party to any contract or agreement  other than
  this Agreement.
  
       Section 3.13.  Title to Property.  Each of  PerfectData  and Merger Sub has
  good and valid  title to all of its  properties,  interests  in  properties  and
  assets, real and personal,  reflected in the PerfectData Financial Statements or
  acquired  after  December 31,  2004,  and has valid  leasehold  interests in all
  leased  properties  and  assets,  in each case free and clear of all  mortgages,
  liens,  security  interests,  pledges,  charges or  encumbrances  of any kind or
  character,  except (a) liens for  current  taxes not yet due and payable and (b)
  such  imperfections  of  title,  encumbrances,  liens,  security  interests  and
  easements as would not  reasonably  be expected to have a  PerfectData  Material
  Adverse Effect.
  
       Section 3.14. Environmental.
  
            (a)  Except  as  disclosed  in  Schedule  3.14(a)  of the  PerfectData
  Disclosure  Statement,  no Hazardous  Materials (as defined in subsection (e) of
  this Section 3.14) have been used,  stored or otherwise handled in any manner by
  PerfectData  or Merger Sub on,  under,  in,  from or  affecting  any of the real
  property  leased by  PerfectData  or Merger  Sub during the past five years (the
  "PerfectData  Property"),  other than in compliance with  Environmental Laws (as
  defined  below).  To  PerfectData's  knowledge,  no  prior or  current  owner or
  occupant of the PerfectData Property has used Hazardous Materials on, under, in,
  from or affecting the PerfectData Property.
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            (b) No Hazardous Materials have at any time been released into, stored
  or deposited by PerfectData or Merger Sub within or on the PerfectData Property,
  by  PerfectData  or Merger Sub into any water systems on or below the surface of
  the PerfectData Property, or by PerfectData or Merger Sub directly or indirectly
  onto any  property  or water  system  adjoining,  adjacent  to or  abutting  the
  PerfectData  Property,  or have been used by  PerfectData  or Merger  Sub in the
  construction of any improvements located on or about the PerfectData Property.
  
            (c)  Except  as  disclosed  in  Schedule  3.14(c)  of the  PerfectData
  Disclosure Statement,  neither PerfectData or Merger Sub has received any notice
  of any violations (nor is it aware of any existing violations) of any applicable
  laws  governing  the  use,  storage,  treatment,  transportation,   manufacture,
  refinement,  handling,  production or disposal of Hazardous Materials on, under,
  in,  from or  affecting  the  PerfectData  Property  and there are not any legal
  actions or proceedings commenced or, to PerfectData's  knowledge,  threatened by
  any person with respect to any such violations.
  
            (d)  Except  as  disclosed  in  Schedule  3.14(d)  of the  PerfectData
  Disclosure  Statement,  the PerfectData  Property is currently being, and has in
  the past been, operated by PerfectData and Merger Sub in accordance with, and in
  compliance with, all applicable Environmental Laws.
  
            (e) For purposes of this Agreement (i) "Hazardous Materials" means any
  hazardous  materials,  hazardous wastes,  hazardous  constituents,  hazardous or
  toxic substances or petroleum  products  (including  gasoline,  crude oil or any
  fraction  thereof),  defined or regulated as such in or under any  Environmental
  Law, including, without limitation, asbestos, polychlorinated biphenyls and urea
  formaldehyde  insulation and (ii) "Environmental  Laws" are any and all federal,
  state,  local  or  municipal  laws,  rules,   orders,   regulations,   statutes,
  ordinances,  codes, decrees, requirements of any governmental authority or other
  requirements of law (including  common law) regulating,  relating to or imposing
  liability or standards of conduct  concerning  protection of human health or the
  environment.
  
       Section 3.15.  Bank and Other  Accounts.  Schedule 3.15 of the  PerfectData
  Disclosure  Statement  constitutes  a full and complete list of all the bank and
  money market accounts,  including escrow accounts, of PerfectData and Merger Sub
  together  with the names of persons  authorized to draw thereon and the balances
  therein as of January 31, 2005.  All cash in such accounts is not subject to any
  restriction  or limitation as to  withdrawal  (other than a requirement  for two
  signatories  where the  amount is $2,500  or  more).  All of such  accounts  are
  reconciled  on a timely  basis,  are fully  funded  and are free  from  material
  errors.
  
       Section  3.16.  Guarantees.  None  of the  obligations  or  liabilities  of
  PerfectData  or Merger Sub is guaranteed  by any person,  firm,  association  or
  corporation.  Neither  PerfectData  nor  Merger  Sub  is  the  guarantor  of any
  obligation or liability of any third party.
  
       Section  3.17.  Insurance.  Schedule  3.17  of the  PerfectData  Disclosure
  Statement  constitutes  a full and complete list of all policies of insurance to
  which PerfectData or Merger Sub is a party or is a beneficiary or named insured.
  PerfectData  has in full force and effect,  with all premiums due thereon  paid,
  the policies of insurance set forth therein.
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  No notice of  cancellation  or termination has been received with respect to any
  insurance policy described in this Section 3.17. Since March 31, 2000, no claims
  in excess of $25,000 have been asserted by  PerfectData  or Merger Sub under any
  of the  insurance  policies of  PerfectData  or Merger Sub or relating to its or
  their  properties,  assets  or  operations  as to  which  any  payment  was made
  thereunder.
  
       Section 3.18. Tax Matters.
  
            (a) PerfectData, and any consolidated,  combined, unitary or aggregate
  group for Tax (as defined herein) purposes of which PerfectData is or has been a
  member,  have timely (taking into account  extensions of time to file) filed all
  Tax Returns  required to be filed by them,  and all such Tax Returns (as defined
  herein) were true,  correct and complete.  PerfectData  and each such group have
  paid all Taxes shown thereon or otherwise due. PerfectData has provided adequate
  accruals  (without  taking into account any reserve for  deferred  taxes) in its
  latest financial statements included in the PerfectData Financial Statements for
  any Taxes that have not been paid,  whether or not shown as being due on any Tax
  Returns.  Other  than  Taxes  incurred  in  the  ordinary  course  of  business,
  PerfectData  has no liability  for unpaid taxes  accruing  after the date of the
  PerfectData Financial Statements.
  
            (b) No personal  or real  property  of  PerfectData  is subject to any
  liens for Taxes, other than liens for Taxes not yet due and payable.
  
            (c) No audit of any Tax Return of PerfectData is being conducted,  or,
  to the knowledge of PerfectData, threatened, by a Tax Authority.
  
            (d) No extension of the statute of  limitations  on the  assessment of
  any Taxes has been granted by PerfectData and is currently in effect.
  
            (e) No agreement,  contract or arrangement  to which  PerfectData is a
  party may result in the  payment of any amount that would not be  deductible  by
  reason of Section 280G or Section 404 of the Code.
  
            (f) Since March 31,  2000,  there has been no change in  ownership  of
  PerfectData that has caused the utilization of any losses to be limited pursuant
  to Section  382 of the Code,  and any loss  carryovers  reflected  on the latest
  financial  statements  included  in the  PerfectData  Financial  Statements  are
  properly computed and reflected.
  
            (g)  PerfectData  has not been, and will not be, required by reason of
  the Merger to include  any  material  adjustment  in taxable  income for any tax
  period (or portion thereof)  pursuant to Section 481 or Section 263A of the Code
  or any  comparable  provision  under  state or  foreign  Tax laws as a result of
  transactions, events or accounting methods employed prior to the Merger.
  
            (h)  PerfectData  is not and never has been a party to any tax sharing
  or tax allocation agreement nor does PerfectData have any liability or potential
  liability to another party under any such agreement.
  <PAGE>
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            (i) PerfectData has not ever been a member of a consolidated, combined
  or unitary group of which PerfectData was not the ultimate parent corporation.
  
            (j)  PerfectData  has not ever been a  "United  States  real  property
  holding corporation" within the meaning of Section 897 of the Code.
  
            (k) No taxing  authority  has raised  any issue with  respect to Taxes
  which, by application of similar  principles,  could result in the issuance of a
  Notice of Deficiency  or similar  notice of intention to assess Taxes by any Tax
  Authority.
  
            (l) Merger Sub has been formed for the sole  purpose of entering  into
  this Agreement and consummating the transaction  contemplated hereby. Merger Sub
  has never  conducted any business,  and has taken no action except in connection
  with the transactions contemplated by this Agreement.
  
            (m)  PerfectData has not taken or agreed to take any action that could
  reasonably be expected to prevent the Merger from  constituting a reorganization
  under  Section  368(a)(2)(D)  of  the  Code.  PerfectData  is not  aware  of any
  agreement,  plan or other  circumstance  that could  reasonably  be  expected to
  prevent the Merger from so qualifying.
  
            (n) For  purposes of this  Section  3.18 and Section 4.17 hereof "Tax"
  shall mean (i) any and all taxes, fees,  levies,  duties,  tariffs,  imposts and
  other charges of any kind (whether or not imposed on PerfectData for purposes of
  Section  3.18  or on  Sona  for  purposes  of  Section  4.17),  imposed  by  any
  governmental entity or taxing authority, including, without limitation, taxes or
  other charges on, measured by, or with respect to, income,  franchise,  windfall
  or other profits, gross receipts,  property, sales, use, capital stock, payroll,
  employment, social security, workers' compensation, unemployment compensation or
  net worth;  taxes or other  charges in the  nature of  excise,  withholding,  ad
  valorem, stamp, transfer,  value-added or gains taxes; license, registration and
  documentation fees; and custom's duties,  tariffs and similar charges;  (ii) any
  liability  for the  payment  of any  amounts of the type  described  in (i) as a
  result of being a member of an  affiliated,  combined,  consolidated  or unitary
  group for any Taxable period; (iii) any liability for the payment of any amounts
  of the type  described  in (i) as a result of being a person  required by law to
  withhold or collect taxes imposed on another person;  (iv) any liability for the
  payment of amounts of the type  described  in (i),  (ii) or (iii) as a result of
  being a transferee  of, or a successor in interest to, any person or as a result
  of an express or implied obligation to indemnify any person; and (v) any and all
  interest,  penalties,  additions  to  tax  and  additional  amounts  imposed  in
  connection with or with respect to any amounts  described in (i), (ii), (iii) or
  (iv); and "Tax Return" shall mean any return, report,  statement,  form or other
  documentation   (including  any  additional  or  supporting   material  and  any
  amendments  or  supplements)  filed or  maintained,  or  required to be filed or
  maintained,   with  respect  to,  or  in  connection   with,  the   calculation,
  determination, assessment or collection of any Taxes.
  
       Section 3.19. Employee Benefits.
  
            (a) Schedule  3.19(a) of the  PerfectData  Disclosure  Statement  sets
  forth (i) each  "employee  pension  benefit plan" (within the meaning of Section
  3(2) of the  Employment  Retirement  Income  Security  Act of 1974,  as  amended
  ("ERISA")) of which PerfectData or
  <PAGE>
  <PAGE>
  
  Merger  Sub is or has been the plan  sponsor  (within  the  meaning  of  Section
  3(16)(A)  of ERISA) and which  provides or provided  benefits  to  employees  of
  PerfectData  or Merger Sub together with the related trust  agreement  providing
  the funding medium for pension benefits  thereunder (the "Pension Plans");  (ii)
  each  "employee  welfare  benefit  plan"  (within the meaning of Section 3(1) of
  ERISA) of which  PerfectData  or Merger Sub is or has been the plan  sponsor and
  which  provides or provided  benefits to employees of PerfectData or Merger Sub,
  together with the related trust  agreement or insurance  contract  providing the
  funding medium for benefits thereunder and any related contracts thereunder (the
  "Welfare  Plans");  (iii) the summary plan description for each Pension Plan and
  Welfare Plan; (iv) the most recent financial statement,  if any, including audit
  reports  thereon,  Annual  Report Form 5500 and  actuarial  report for each such
  Pension Plan and Welfare Plan; (v) any  investment  management  agreement  which
  delegates  authority  for  investment  of the assets of any such Pension Plan or
  Welfare  Plan;  and (vi) the most recent  qualification  letter from the IRS for
  each Pension Plan and for any Welfare Plan funded through any  tax-exempt  trust
  qualified under Section 501(a) or (c) of the Code through which any Welfare Plan
  is funded.
  
            (b) With respect to any Pension Plan or Welfare Plan (the "Plans"):
  
                 (i) the financial  statements  relating to the Plans furnished to
                 Sona have been  prepared  in  accordance  with GAAP  consistently
                 applied  throughout  the periods  involved and are in  accordance
                 with the books and records of such Plans, which books and records
                 are correct and complete in all respects;
  
                 (ii) neither  PerfectData nor Merger Sub maintains or contributes
                 to any Plan other than those listed on Schedule 3.19(a);
  
                 (iii) all such Plans comply in all respects  with the  applicable
                 requirements  of ERISA,  all such  Pension  Plans comply with the
                 qualification  requirements  under Section 401(a) of the Code and
                 the  requirements  for tax-exempt  status under Section 501(a) or
                 (c) of the Code,  and each Plan has been  operated in  accordance
                 with its terms;
  
                 (iv) except for  severance and accrued  vacation  payments as set
                 forth  in  Schedule   3.19(b)  of  the   PerfectData   Disclosure
                 Statement, neither PerfectData nor Merger Sub provides or has any
                 obligation  to  provide  (or  contribute   toward  the  cost  of)
                 post-retirement welfare benefits with respect to their current or
                 former  employees or the current or former employees of any other
                 entity,  including,  but not limited to, post-retirement medical,
                 dental,  life insurance,  severance or any other similar benefit,
                 whether provided on an insured or self-insured basis;
  
                 (v) no change in the assets or  liabilities  of any such Plan has
                 occurred  after  the  date of the  financial  statement  relating
                 thereto (other than
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                 any change  resulting  from the accrual of  benefits,  payment of
                 benefits or receipt of contributions);
  
                 (vi) all  required  contributions  to the Plans have been  timely
                 made; and
  
                 (vii)  all   reporting   and   disclosure   obligations   to  any
                 governmental  agency or  entity  and to any Plan  participant  or
                 beneficiary have been satisfied.
  
            (c) Neither  PerfectData  nor Merger Sub is or has been a contributing
  employer to any multiemployer  pension plan (within the meaning of Section 3(37)
  of ERISA);  neither  PerfectData  nor Merger Sub is under any obligation to make
  contributions  to any  multiemployer  pension plan; and neither  PerfectData nor
  Merger Sub has any actual or potential liability under Section 4201 of ERISA for
  any complete or partial withdrawal from any multiemployer  pension plan relating
  to its employees or officers.
  
            (d) Except for the Plans or the programs and arrangements, contractual
  or otherwise,  listed or referred to in this Agreement or in Schedule 3.19(d) of
  the  PerfectData  Disclosure  Schedule  (i) neither  PerfectData  nor Merger Sub
  maintains or contributes to any plans,  programs or  arrangements  providing for
  (A) payment of deferred compensation or retirement benefits;  (B) the accrual or
  payment of bonuses or special or  incentive  compensation  of any kind;  (C) any
  severance  or  termination  payments;   (D)  loans,  loan  guarantees  or  other
  extensions of credit to its directors,  officers or employees; (E) life, health,
  disability or other welfare  benefits;  (F) moving or other  relocation  expense
  benefits or  reimbursements;  (ii) neither  PerfectData nor Merger Sub maintains
  any other  stock  bonus,  stock  option,  stock  purchase  or  similar  plans or
  practices,  whether formal or informal; and (iii) neither PerfectData nor Merger
  Sub is a party to any  written  or other  legally  binding  agreement  otherwise
  relating to the employment of any person.
  
       Section 3.20. Certain Advances.  There are no receivables of PerfectData or
  Merger  Sub  owing  by  its  directors,  officers,  employees,   consultants  or
  stockholders  of  PerfectData  or Merger Sub, or owing by any  affiliate  of any
  director or officer.  There are no payables of  PerfectData or Merger Sub due to
  its directors, officers, employees,  consultants, or stockholders of PerfectData
  or Merger  Sub,  or to any  affiliate  of any  director  or  officer,  except as
  described in Schedule 3.20 of the PerfectData Disclosure Statement.
  
       Section 3.21. Licenses and Permits.  Each of PerfectData and Merger Sub had
  obtained, and was in compliance with, all necessary licenses, permits, consents,
  approvals,  orders,  certificates,  authorizations,   declarations  and  filings
  required by all federal, state, local and other governmental, self-regulatory or
  regulatory  bodies  and all courts and other  tribunals  for the  conduct of the
  business and operations of PerfectData and Merger Sub as conducted in the past.
  
       Section 3.22.  Proprietary Rights.  Except as disclosed in Schedule 3.22 of
  the PerfectData  Disclosure Statement,  neither PerfectData nor Merger Sub owns,
  possesses or uses any  trademarks,  trade names,  service marks,  copyrights and
  patents,  or  applications   therefor,   or  other  intellectual  property  (the
  "Proprietary Rights"). The operations of PerfectData and Merger
  <PAGE>
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  Sub have not in the past  conflicted with or infringed,  any Proprietary  Rights
  owned, possessed or used by any third party.
  
       Section 3.23. Labor and Employment Matters.  Neither PerfectData nor Merger
  Sub is a party to any union contract or other collective  bargaining  agreement,
  nor to the knowledge of  PerfectData  are there any activities or proceedings of
  any labor union to organize any of its employees. Each of PerfectData and Merger
  Sub is in material  compliance  with all  applicable (a) laws,  regulations  and
  agreements  respecting  employment  and  employment  practices,  (b)  terms  and
  conditions of employment,  and (c) occupational health and safety  requirements.
  There  are  no  controversies  pending  or,  to  the  knowledge  of  PerfectData
  threatened,  between PerfectData or Merger Sub and any of their employees, which
  controversies  would  reasonably  be  expected to have,  individually  or in the
  aggregate,   a  PerfectData   Material  Adverse  Effect.   There  are  no  labor
  controversies pending or threatened against PerfectData or Merger Sub.
  
           Section 3.24.     Compliance with Law.
  
            (a) The business of PerfectData at all times has been conducted in all
  material  respects in accordance with all applicable laws,  rules,  regulations,
  orders and other requirements of governmental and  self-regulatory  authorities,
  including,  without  limitation,   ERISA,  all  Environmental  Laws,  all  laws,
  regulations  and orders  relating to antitrust or trade  regulation,  employment
  practices  and  procedures,  the  health and safety of  employees  and  consumer
  credit.  Except as  disclosed  in Schedule  3.24 of the  PerfectData  Disclosure
  Statement, neither PerfectData nor Merger Sub has received any notice of alleged
  violations of any laws,  rules,  regulations,  orders or other  requirements  of
  governmental or self-regulatory authorities.
  
            (b) Commencing with  PerfectData's  private  placement which closed on
  March 31, 2000, all issuances of shares of the PerfectData Common Stock or other
  securities  exercisable  into shares of the  PerfectData  Common Stock have been
  issued  pursuant  to an  applicable  exemption  under the  Securities  Act,  any
  applicable  state  "blue sky" or  securities  law and the rules and  regulations
  promulgated thereunder.  The shares of the PerfectData Common Stock to be issued
  upon  the  exercise  of  options  granted  or  to be  granted  pursuant  to  the
  PerfectData  Option  Plan  have been  registered  under  the  Securities  Act in
  PerfectData's Registration Statement on Form S-8, File No. 333-51774.
  
       Section 3.25.  Litigation.  Other than as set forth in Schedule 3.25 of the
  PerfectData  Disclosure  Statement  (a)  there  is no  claim,  dispute,  action,
  proceeding,  suit or appeal or  investigation  or inquiry,  at law or in equity,
  involving  PerfectData  or  Merger  Sub or any of  its  or  their  officers  and
  directors  (in their  capacities as such) before any court,  agency,  authority,
  self-regulatory  authority,  arbitration  panel or other  tribunal  and,  to the
  knowledge of  PerfectData,  none has been  threatened or is in prospect  against
  PerfectData  or Merger Sub, (b) to the  knowledge of  PerfectData,  there are no
  facts which,  if known to  stockholders,  customers,  governmental  authorities,
  self-regulatory authorities, regulators, bondholders or other investors or other
  persons,  would form the basis of any such claim, dispute,  action,  proceeding,
  suit, appeal,  investigation or inquiry,  and (c) neither PerfectData nor Merger
  Sub is subject to any order,  writ,  injunction or decree of any court,  agency,
  authority, arbitration panel or other tribunal.
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       Section 3.26. Board  Recommendation.  The board of directors of PerfectData
  has (a) approved and adopted this  Agreement,  (b) approved the Merger,  and (c)
  determined that this Agreement and the Merger are advisable,  fair to and in the
  best interests of PerfectData  and its  stockholders.  The board of directors of
  Merger Sub has approved and adopted this Agreement and declared it advisable and
  approved the Merger. The board of directors of PerfectData,  acting on behalf of
  PerfectData as the sole stockholder of Merger Sub, has approved and adopted this
  Agreement and approved the Merger.
  
       Section 3.27.  Underlying  Documents.  All underlying  documents  listed or
  described in the  PerfectData  Disclosure  Statement have been furnished or made
  available  to Sona or its  representatives,  except  as  expressly  noted in the
  PerfectData Disclosure Statement or because they were filed in a PerfectData SEC
  Report. All such documents furnished to Sona or its representatives are true and
  complete copies, and there are no amendments or modifications to such documents,
  except as expressly noted in the PerfectData  Disclosure  Statement.  The minute
  books of PerfectData contain full, complete and accurate records of all meetings
  and  other  corporate  actions  taken  by  the  directors  and  stockholders  of
  PerfectData.
  
       Section 3.28.  Brokers or Finders.  Neither  PerfectData nor Merger Sub has
  incurred,  nor will  either of  PerfectData  or Merger  Sub incur,  directly  or
  indirectly,  any liability for brokerage or finders' fees or agents' commissions
  or any similar  charges in connection with this  Agreement,  the Merger,  or the
  other transactions contemplated hereby.
  
       Section 3.29. Foreign Corrupt Practices Act. Neither PerfectData nor Merger
  Sub and none of  PerfectData's  or Merger Sub's  officers or  directors,  or, to
  PerfectData's knowledge, any employees,  agents, distributors or representatives
  acting on behalf of PerfectData or Merger Sub, has paid,  given or received,  or
  has  offered or promised to pay,  give or receive,  any bribe or other  unlawful
  payment of money or other thing of value,  any unlawful  discount,  or any other
  unlawful  inducement,  to or from any person or government  entity in the United
  States or  elsewhere in  connection  with or in  furtherance  of the business of
  PerfectData or Merger Sub (including,  without  limitation,  any unlawful offer,
  payment  or  promise  to pay money or other  thing of value  (i) to any  foreign
  official,  political  party (or  official  thereof) or candidate  for  political
  office for the purposes of influencing any act, decision or omission in order to
  assist PerfectData or Merger Sub in obtaining business for or with, or directing
  business  to, any person,  or (ii) to any person,  while  knowing  that all or a
  portion of such money or other thing of value will be offered, given or promised
  unlawfully  to any such  official or party for such  purposes).  The business of
  PerfectData,  as  conducted  prior to  November  30, 2004 when the sale to Spray
  Products  Corporation was consummated,  was not in any manner dependent upon the
  making or receipt of such  payments,  discounts  or other  inducements.  Neither
  PerfectData  nor Merger Sub has  otherwise  taken any  action  that could  cause
  PerfectData  or Merger Sub to be in violation of the Foreign  Corrupt  Practices
  Act of 1977, as amended,  the regulations  thereunder,  or any applicable law or
  regulation of similar effect.
  
       Section 3.30. Disclosure of Material Facts. PerfectData and Merger Sub have
  disclosed to Sona all material  facts  relating to the  condition  (financial or
  otherwise), business, net worth, assets, properties or operations of PerfectData
  and Merger Sub. The representations and warranties contained in this Article III
  and  in the  PerfectData  Disclosure  Statement,  and  any  other  documents  or
  information furnished to Sona by or on behalf of PerfectData and Merger
  <PAGE>
  <PAGE>
  
  Sub do not contain any untrue  statement of a material fact or omit to state any
  material fact necessary to make the statements  contained  herein or therein not
  misleading.
  
                                     ARTICLE IV
                       REPRESENTATIONS AND WARRANTIES OF SONA
  
       Sona  represents and warrants to PerfectData and Merger Sub, as of the date
  hereof and hereafter through and including the Closing Date, as follows, in each
  case subject to the exceptions set forth in the disclosure  statement  delivered
  by Sona to  PerfectData  prior to the  execution  of this  Agreement  (the "Sona
  Disclosure  Statement").  The Sona Disclosure Statement is arranged in Schedules
  corresponding  to the  numbered and lettered  sections and  subsections  of this
  Article IV, and the disclosure in any Schedule of the Sona Disclosure  Statement
  shall qualify only the corresponding Section of this Article IV.
  
  
       Section 4.1.  Organization.  Sona is a corporation duly organized,  validly
  existing and in good standing  under the laws of the State of Washington and has
  all  requisite  corporate  power and  authority  to own,  lease and  operate its
  properties and assets in the manner in which such  properties and assets are now
  owned,  leased  and  operated  and to carry on the  business  in which it is now
  engaged.  Prior to the date hereof,  Sona has delivered to PerfectData  true and
  complete copies of its certificate of incorporation (the "Sona Charter") and its
  bylaws (the "Sona Bylaws"), as currently in effect.
  
       Section 4.2.  Subsidiaries.  Sona does not, and as of the Closing Date will
  not,  own any equity  interest,  directly  or  indirectly,  in any  corporation,
  partnership,  limited  liability  company,  joint venture,  firm or other entity
  other than its  wholly-owned  subsidiary Sona  Innovations,  Inc.,  incorporated
  under the laws of the  Province  of  Ontario  (herein  referred  to as the "Sona
  Subsidiary"), and the wholly-owned inactive subsidiary listed in Schedule 4.2 of
  the  Sona  Disclosure  Statement.  The Sona  Subsidiary  is a  corporation  duly
  organized,  validly  existing  and  in  good  standing  under  the  laws  of the
  jurisdiction in which it was incorporated and has all requisite  corporate power
  and authority to own lease and operate its  properties  and assets in the manner
  in which such  properties  and assets are now owned,  leased and operated and to
  carry on the business in which it is now engaged.
  
       Section 4.3. Good  Standing.  Each of Sona and the Sona  Subsidiary is duly
  qualified as a foreign corporation to do business,  and is in good standing,  in
  each  jurisdiction  where the character of its owned or leased properties or the
  nature of its activities makes such  qualification  necessary,  except where the
  failure to be so qualified or in good standing would not, individually or in the
  aggregate,  reasonably  be expected to have a Sona Material  Adverse  Effect (as
  defined in Section 4.10(b) hereof).
  
       Section  4.4.  Validity.  Sona has full power and  authority to execute and
  deliver this Agreement and all of the other agreements and documents referred to
  herein,  executed in connection herewith or contemplated hereby to which Sona is
  or will be a party and to perform its  obligations  hereunder  and to consummate
  the  transactions  contemplated  hereby (assuming the adoption of this Agreement
  and approval of the Merger by the  requisite  approval of Sona's  shareholders).
  This Agreement constitutes the valid and binding obligation of Sona, enforceable
  <PAGE>
  <PAGE>
  
  in accordance  with its terms,  subject to bankruptcy,  insolvency or other laws
  affecting creditors' rights generally and general principles of equity affecting
  remedies.  The  execution  and  delivery  of  this  Agreement  by  Sona  and the
  consummation of the transactions  contemplated  hereby have been duly authorized
  by the board of directors of Sona and, other than the approval of this Agreement
  and the Merger by the  shareholders of Sona, such execution and delivery of this
  Agreement and the  consummation of the transactions  contemplated  hereby do not
  and will not  require the  consent,  approval  or  authorization  of any person,
  public authority, self-regulatory authority or other entity.
  
       Section 4.5. No Conflict.  The execution and delivery of this  Agreement by
  Sona and the performance of its  obligations  hereunder (a) are not in violation
  or breach of, and will not conflict with or constitute a default  under,  any of
  the terms of the Sona Charter or the Sona Bylaws,  or any note, debt instrument,
  security agreement,  deed of trust or mortgage or any other contract,  agreement
  or commitment binding upon Sona or the Sona Subsidiary or any of their assets or
  properties,  (b) will not  result in the  creation  or  imposition  of any lien,
  security  interest,  encumbrance,  equity or  restriction  in favor of any third
  party upon any of the assets or properties of Sona or the Sona  Subsidiary,  and
  (c) will not conflict with or violate any applicable law, regulation,  judgment,
  order or decree of any government, governmental instrumentality, self-regulatory
  authority or court having  jurisdiction  over Sona or the Sona Subsidiary or any
  of their assets or properties.
  
       Section 4.6.  Capitalization.  Sona's authorized  capital stock consists of
  (a) 10,000,000 shares of the Sona Common Stock, of which 2,989,546 are currently
  issued and  outstanding,  and 10,000,000  shares of the Sona Preferred Stock, of
  which 3,000,000 shares have been designated as the Sona Series A Preferred Stock
  and 2,327,779  shares of the Sona Series A Preferred Stock are currently  issued
  and  outstanding.  All of the issued and  outstanding  shares of the Sona Common
  Stock and the Sona Series A Preferred Stock have been duly  authorized,  validly
  issued and fully  paid,  are  nonassessable  and are free of any  preemptive  or
  similar rights.
  
       Section  4.7.  Obligations  with  Respect  to  Capital  Stock.  Sona has no
  commitment  or  obligation  to  issue,   deliver  or  sell,   under  any  offer,
  subscription,  stock option  agreement,  stock bonus  agreement,  stock purchase
  plan, incentive compensation plan, warrant, call, conversion right or otherwise,
  any shares of its  capital  stock or other  securities,  except as  contemplated
  under this  Agreement or as  disclosed  in Schedule  4.7 of the Sona  Disclosure
  Statement. There are no shareholder agreements, voting agreements, voting trusts
  or other  similar  arrangements  which  may have the  effect of  restricting  or
  limiting the transfer,  voting or other rights associated with the capital stock
  of Sona.
  
       Section 4.8. Financial Statements. There have been delivered to PerfectData
  true and correct copies of a draft of Sona's audited consolidated balance sheets
  as of  December  31,  2004  and  December  31,  2003,  and the  related  audited
  statements of  operations,  shareholders'  equity and cash flows,  including all
  notes and schedules  thereto,  for the fiscal years ended  December 31, 2004 and
  December 31, 2003 (the  "Preliminary  Sona Financial  Statements").  Each of the
  Preliminary  Sona Financial  Statements (a) was prepared in accordance with GAAP
  applied on a consistent  basis  throughout  the periods  involved and (b) fairly
  presented the consolidated financial position of Sona as at the respective dates
  thereof and the consolidated results of its
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  <PAGE>
  
  operations and cash flows for the periods  indicated,  consistent with the books
  and records of the Sona.
  
       Section 4.9. No Undisclosed Liabilities.  Sona and the Sona Subsidiary have
  no  liabilities  (absolute,   accrued,   contingent  or  otherwise)  other  than
  liabilities  or  obligations  (a)  included in the  Preliminary  Sona  Financial
  Statements,  (b) incurred  since  December  31, 2004 in the  ordinary  course of
  business consistent with past practice, which, individually or in the aggregate,
  would not  reasonably  be expected to have a Sona  Material  Adverse  Effect (as
  defined in Section 4.10(b) hereof), (c) under this Agreement or (d) as disclosed
  in Schedule 4.9 of the Sona Disclosure  Statement,  which individually or in the
  aggregate,  would not  reasonably  be expected to have a Sona  Material  Adverse
  Effect.
  
       Section 4.10. Absence of Certain Changes or Events Since December 31, 2004.
  Since  December  31,  2004  except as  disclosed  in  Schedule  4.10 of the Sona
  Disclosure  Statement  and  except  for the  transactions  contemplated  by this
  Agreement:
  
            (a) Neither Sona nor the Sona  Subsidiary  has  sustained  any damage,
  destruction or loss (including,  without limitation,  by reason of revocation of
  license  or right to do  business,  total or  partial  termination,  suspension,
  default  or   modification  of  contracts,   governmental   or   self-regulatory
  restriction, regulation, investigation or inquiry).
  
            (b) No Sona Material  Adverse Effect (as defined herein) has occurred.
  For purposes of this  Agreement,  "Sona Material  Adverse Effect" shall mean any
  change or effect that is, or could  reasonably  be  expected  to be,  materially
  adverse to the business, operations, assets and liabilities (taken together as a
  whole),  capitalization,  results  of  operations  or  condition  (financial  or
  otherwise) of Sona and the Sona Subsidiary  (taken  together as a whole),  other
  than any change or effect (i) relating to the economy in general,  (ii) relating
  to the  industry in which Sona and the Sona  Subsidiary  operates in general and
  not specifically relating to Sona or the Sona Subsidiary or (iii) arising out of
  any  actions  taken  or  announced  by  Sona  at the  request  or  direction  of
  PerfectData,  or any  inaction  or  failure  to act by  Sona at the  request  or
  direction of PerfectData.
  
            (c) Except as provided in this  Agreement,  Sona has not, and the Sona
  Subsidiary  has not,  issued,  or authorized for issuance,  any equity,  debt or
  other  security of Sona or the Sona  Subsidiary,  and neither  Sona nor the Sona
  Subsidiary  has granted,  or entered into, any commitment or obligation to issue
  or sell any such equity,  debt or other security of Sona or the Sona Subsidiary,
  whether pursuant to any offer, underwriting or placement agent agreement,  stock
  option  agreement,   stock  bonus  agreement,  stock  purchase  plan,  incentive
  compensation plan, warrant, call, conversion right or otherwise.
  
            (d) Sona has not, and the Sona Subsidiary has not, incurred additional
  debt for borrowed money, or incurred any other  obligation or liability  (fixed,
  contingent or otherwise) except in the ordinary and usual course of its business
  and consistent with past practices.
  
            (e) Sona  has  not,  and the  Sona  Subsidiary  has  not,  authorized,
  declared,  paid or effected any dividend,  payment or other  distribution  on or
  with respect to any share of its
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  <PAGE>
  
  capital stock,  except for any dividend,  payment or other distribution from the
  Sona Subsidiary to Sona.
  
            (f)  Sona  has  not  purchased,  redeemed  or  otherwise  acquired  or
  committed  itself to  acquire,  directly or  indirectly,  any share or shares of
  capital stock of Sona.
  
            (g) Sona has not, and the Sona Subsidiary has not, mortgaged,  pledged
  or otherwise  encumbered  or subjected to lien any of its assets or  properties,
  tangible or intangible, except for liens for current taxes which are not yet due
  and payable and other liens  arising  out of the  ordinary  and usual  course of
  business.
  
            (h) Sona has not, and the Sona  Subsidiary  has not,  entered into any
  material transaction or contract, nor has Sona or the Sona Subsidiary waived any
  right  of  substantial  value or  canceled  any  material  debts  or  claims  or
  voluntarily suffered any extraordinary losses.
  
            (i) Sona  has  not,  and the Sona  Subsidiary  has not,  effected  any
  amendment or supplement to, or extension of, any employee profit-sharing,  stock
  option,  stock  purchase,   pension,  bonus,  incentive,   retirement,   medical
  reimbursement,  life  insurance,  deferred  compensation  or any other  employee
  benefit plan or arrangement,  nor has Sona or the Sona Subsidiary implemented or
  paid any material salary increases, bonuses or similar payments.
  
            (j) Sona has not made any change in  accounting  methods or principles
  used for financial reporting purposes, except as required by a change in GAAP or
  pursuant to changes in or additions to FASB or SEC  pronouncements and concurred
  with by its independent public accountants.
  
            (k)  Neither  Sona  nor  the  Sona   Subsidiary   has  any  agreement,
  arrangement or understanding with respect to any of the foregoing.
  
       Section 4.11. Contracts and Commitments.
  
            (a) For purposes of this  Agreement,  each of the  following,  whether
  Sona or the Sona  Subsidiary is party  thereto,  shall be deemed to constitute a
  "Sona Material  Contract":  (i) any contract,  arrangement or understanding  the
  loss or  cancellation  of which could result in a Sona Material  Adverse Effect;
  (ii) any contract,  arrangement or  understanding  relating to the employment of
  any employee,  and any contract,  arrangement or understanding pursuant to which
  contract,  arrangement or  understanding  Sona or the Sona  Subsidiary is or may
  become obligated to make any severance, termination, bonus or relocation payment
  or any other  payment  (other  than  payments in respect of salary) in excess of
  $10,000,  to any current or former employee,  consultant or director;  (iii) any
  contract relating to the acquisition,  transfer, development, sharing or license
  of  any  material   proprietary   asset;  (iv)  any  contract,   arrangement  or
  understanding  which provides for  indemnification  of any officer,  director or
  employee;  (v) any  contract  creating or relating to any  partnership  or joint
  venture or any sharing of revenues, profits, losses, costs or liabilities;  (vi)
  any contract  that involves the payment or  expenditure  of $25,000 or more that
  may  not be  terminated  by  contract,  arrangement  or  understanding  (without
  penalty) within 30 days after the delivery of a termination  notice by contract,
  arrangement or understanding;  (vii) any contract contemplating or involving (A)
  the payment or delivery of cash or other  consideration in an amount or having a
  value in excess of $50,000 in the aggregate,  or (B) the
  <PAGE>
  <PAGE>
  
  performance of services having a value in excess of $50,000 in the aggregate; or
  (viii) any other  contract,  if a breach of such  contract  could  reasonably be
  expected to have a Sona Material Adverse Effect.
  
            (b) Each Sona Material Contract is valid and in full force and effect,
  and is enforceable in accordance with its terms (subject,  in each instance,  to
  bankruptcy,  insolvency, or other laws affecting creditors' rights generally and
  general  principles  of equity  affecting  remedies).  Neither Sona nor the Sona
  Subsidiary has materially violated or breached,  or committed any default under,
  any Sona  Material  Contract,  and,  to Sona's  knowledge,  no other  person has
  materially  violated or  breached,  or  committed  any default  under,  any Sona
  Material Contract.
  
            (c) To Sona's knowledge, no event has occurred, and no circumstance or
  condition  exists,  that  (with or  without  notice  or  lapse  of  time)  could
  reasonably be expected to (i) result in a material  violation or material breach
  of any provision of any Sona Material  Contract;  (ii) give any person the right
  to declare a default or exercise  any remedy under any Sona  Material  Contract;
  (iii)  give any  person  the right to  receive  or  require a  material  rebate,
  chargeback,  penalty  or change in  delivery  schedule  under any Sona  Material
  Contract;  (iv)  give  any  person  the  right to  accelerate  the  maturity  or
  performance of any Sona Material  Contract;  or (v) give any person the right to
  cancel, terminate or modify any Sona Material Contract.
  
            (d) Schedule 4.11 of the Sona Disclosure  Statement provides a list of
  all  Sona  Material  Contracts  (including  all  amendments  thereto).  Sona has
  provided or made available to PerfectData a copy of each Sona Material  Contract
  (including all amendments thereto) listed in Schedule 4.11.
  
       Section 4.12.  Title to Property.  Each of Sona and the Sona Subsidiary has
  good and valid  title to all of its  properties,  interests  in  properties  and
  assets,  real  and  personal,   reflected  in  the  Preliminary  Sona  Financial
  Statements  or  acquired  after  December  31,  2004,  and has  valid  leasehold
  interests in all leased  properties  and assets,  in each case free and clear of
  all mortgages,  liens, security interests,  pledges,  charges or encumbrances of
  any kind or  character,  except  (a)  liens  for  current  taxes not yet due and
  payable,  (b)  such  imperfections  of  title,  encumbrances,   liens,  security
  interests  and  easements  as would not  reasonably  be  expected to have a Sona
  Material Adverse Effect, and (c) mortgages,  security interests and other liens,
  if any, securing debt reflected in the Preliminary Sona Financial Statements.
  
       Section 4.13. Environmental.
  
            (a) No Hazardous Materials have been used, stored or otherwise handled
  in any manner by Sona or the Sona  Subsidiary  on, under,  in, from or affecting
  any of the real property leased by Sona or the Sona  Subsidiary  during the past
  five years (the "Sona  Property"),  other than in compliance with  Environmental
  Laws.  To Sona's  knowledge,  no prior or current  owner or occupant of the Sona
  Property has used Hazardous  Materials on, under, in, from or affecting the Sona
  Property.
  
            (b) No Hazardous Materials have at any time been released into, stored
  or deposited by Sona or the Sona
  <PAGE>
  <PAGE>
  
  Subsidiary  within or on the Sona Property,  by Sona or the Sona Subsidiary into
  any water  systems on or below the surface of the Sona  Property,  or by Sona or
  the Sona  Subsidiary  directly or  indirectly  onto any property or water system
  adjoining,  adjacent to or abutting the Sona Property, or have been used by Sona
  or the Sona  Subsidiary in the  construction of any  improvements  located on or
  about the Sona Property.
  
            (c) Neither  Sona nor the Sona  Subsidiary  has received any notice of
  any  violations  (nor is any of them aware of any  existing  violations)  of any
  applicable  laws  governing  the  use,   storage,   treatment,   transportation,
  manufacture, refinement, handling, production or disposal of Hazardous Materials
  on,  under,  in, from or affecting the Sona Property and there are not any legal
  actions or  proceedings  commenced  or, to Sona's  knowledge,  threatened by any
  person with respect to any such violations.
  
            (d) The Sona  Property is currently  being,  and has in the past been,
  operated by Sona or the Sona  Subsidiary in accordance  with,  and in compliance
  with, all applicable Environmental Laws.
  
       Section 4.14 Bank Accounts.  Schedule 4.14 of the Sona Disclosure Statement
  constitutes a full and complete list of all of the bank accounts of Sona and the
  Sona Subsidiary  together with the names of persons  authorized to draw thereon.
  All cash in such  accounts is held in demand  deposits and is not subject to any
  restriction or limitation as to withdrawal.  All of such accounts are reconciled
  on a timely basis, are fully funded and are free from material errors.
  
       Section 4.15 Guarantees.  None of the obligations or liabilities of Sona or
  the  Sona  Subsidiary  is  guaranteed  by  any  person,  firm,   association  or
  corporation.  Schedule 4.15 of the Sona Disclosure  Statement contains a correct
  and complete list of all guarantees by Sona and the Sona Subsidiary.
  
       Section 4.16.  Insurance.  Schedule 4.16 of the Sona  Disclosure  Statement
  constitutes  a full and complete list of all policies of insurance to which Sona
  or the Sona Subsidiary is a party or is a beneficiary or named insured.  Sona or
  the Sona Subsidiary has in full force and effect,  with all premiums due thereon
  paid, the policies of insurance set forth therein.  No notice of cancellation or
  termination has been received with respect to any insurance  policy described in
  this Section  4.16.  Since  January 1, 2002, no claims in excess of $25,000 have
  been asserted by Sona or the Sona Subsidiary under any of the insurance policies
  of Sona or the Sona Subsidiary or relating to either of its  properties,  assets
  or operations.
  
       Section 4.17. Tax Matters.
  
       (a) Sona, and any  consolidated,  combined,  unitary or aggregate group for
  Tax  purposes of which Sona is or has been a member,  have timely  (taking  into
  account  extensions of time to file) filed all Tax Returns  required to be filed
  by them, and all such Tax Returns were true, correct and complete. Sona and each
  such group have paid all Taxes shown thereon or otherwise due. Sona has provided
  adequate  accruals  (without taking into account any reserve for deferred taxes)
  in its latest  financial  statements  included in the Preliminary Sona Financial
  Statements for any Taxes that have not been paid,  whether or not shown as being
  due on any Tax  Returns.  Other than Taxes  incurred in the  ordinary  course of
  business, neither Sona nor the Sona
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  Subsidiary  has any  liability for unpaid taxes  accruing  after the date of the
  Preliminary Sona Financial Statements.
  
            (b) No personal or real  property  of Sona or the Sona  Subsidiary  is
  subject  to any  liens for  Taxes,  other  than  liens for Taxes not yet due and
  payable.
  
            (c) No audit of any Tax Return of Sona or the Sona Subsidiary is being
  conducted, or, to the knowledge of Sona, threatened, by a Tax Authority.
  
            (d) No extension of the statute of  limitations  on the  assessment of
  any Taxes has been  granted by Sona or the Sona  Subsidiary  and is currently in
  effect.
  
            (e) No agreement,  contract or  arrangement  to which Sona or the Sona
  Subsidiary  is a party may result in the payment of any amount that would not be
  deductible by reason of Section 280G or Section 404 of the Code.
  
            (f) There has been no change in  ownership of Sona that has caused the
  utilization of any losses to be limited pursuant to Section 382 of the Code, and
  any loss carry overs reflected on the latest  financial  statements  included in
  the Sona Financial Statements are properly computed and reflected.
  
            (g) Sona has not been,  and will not be, and the Sona  Subsidiary  has
  not been,  and will not be,  required  by reason of the  Merger to  include  any
  material  adjustment in taxable  income for any tax period (or portion  thereof)
  pursuant to Section 481 or Section 263A of the Code or any comparable  provision
  under  state  or  foreign  tax  laws as a  result  of  transactions,  events  or
  accounting methods employed prior to the Merger.
  
            (h)  Neither  Sona nor the Sona  Subsidiary  is, and  neither has ever
  been, a party to any tax sharing or tax allocation  agreement nor does Sona have
  any liability or potential liability to another party under any such agreement.
  
            (i) Neither Sona nor the Sona  Subsidiary  has ever been a member of a
  consolidated,  combined  or unitary  group of which  Sona,  or,  prior to Sona's
  incorporation, the Sona Subsidiary, was not the ultimate parent corporation.
  
            (j)  Neither  Sona nor the Sona  Subsidiary  has ever  been a  "United
  States real property holding  corporation"  within the meaning of Section 897 of
  the Code.
  
            (k) No taxing  authority  has raised  any issue with  respect to Taxes
  which, by application of similar  principles,  could result in the issuance of a
  Notice of Deficiency  or similar  notice of intention to assess Taxes by any Tax
  Authority.
  
            (l) Sona has not  taken  or  agreed  to take  any  action  that  could
  reasonably be expected to prevent the Merger from  constituting a reorganization
  under Section 363(a)(2)(D) of the Code. Sona is not aware of any agreement, plan
  or other  circumstance  that could  reasonably be expected to prevent the Merger
  from so qualifying.
  <PAGE>
  <PAGE>
  
       Section 4.18. Employee Benefits.
  
            (a) Schedule 4.18 of the Sona Disclosure Statement sets forth (i) each
  "employee pension benefit plan" (within the meaning of Section 3(2) of the ERISA
  of which Sona or the Sona  Subsidiary is the plan sponsor (within the meaning of
  Section  3(16)(A) of ERISA) and which  provides  benefits to  employees  of Sona
  and/or the Sona Subsidiary,  together with the related trust agreement providing
  the funding medium for pension  benefits  thereunder (the "Sona Pension Plans");
  (ii) each "employee welfare benefit plan" (within the meaning of Section 3(1) of
  ERISA)  of which  Sona or the Sona  Subsidiary  is the plan  sponsor  and  which
  provides benefits to employees of Sona and/or the Sona Subsidiary, together with
  the related trust agreement or insurance  contract  providing the funding medium
  for benefits thereunder and any related contracts  thereunder (the "Sona Welfare
  Plans");  (iii) the summary plan description for each Sona Pension Plan and Sona
  Welfare Plan; (iv) the most recent financial statement,  if any, including audit
  reports thereon, Annual Report Form 5500 and actuarial report for each such Sona
  Pension Plan and Sona Welfare  Plan;  (v) any  investment  management  agreement
  which delegates  authority for investment of the assets of any such Sona Pension
  Plan or Sona Welfare Plan;  and (vi) the most recent  qualification  letter from
  the IRS for each Sona Pension Plan and for any Sona Welfare Plan funded  through
  any tax-exempt  trust  qualified under Section 501(a) or (c) of the Code through
  which any Sona Welfare Plan is funded.
  
            (b) With  respect to any Sona  Pension  Plan or Sona Welfare Plan (the
  "Sona Plans"):
  
                 (i) the financial statements relating to the Sona Plans furnished
                 to  PerfectData  have  been  prepared  in  accordance  with  GAAP
                 consistently  applied  throughout the periods involved and are in
                 accordance  with the books and records of such Sona Plans,  which
                 books and records are correct and complete in all respects;
  
                 (ii) each of Sona and the Sona  Subsidiary  does not  maintain or
                 contribute to any Plan other than those listed on Schedule 4.18;
  
                 (iii)  all  such  Sona  Plans  comply  in all  respects  with the
                 applicable  requirements  of ERISA,  all such Sona Pension  Plans
                 comply with the qualification  requirements  under Section 401(a)
                 of the Code and the  requirements  for  tax-exempt  status  under
                 Section  501(a) or (c) of the  Code,  and each Sona Plan has been
                 operated in accordance with its terms;
  
                 (iv)  neither  Sona nor the Sona  Subsidiary  provides or has any
                 obligation  to  provide  (or  contribute   toward  the  cost  of)
                 post-retirement welfare benefits with respect to their current or
                 former  employees or the current or former employees of any other
                 entity,  including,  but not limited to, post-retirement medical,
                 dental,  life insurance,  severance or any other similar benefit,
                 whether provided on an insured or self-insured basis;
  <PAGE>
  <PAGE>
  
                 (v) no material  change in the assets or  liabilities of any such
                 Sona Plan has occurred after the date of the financial  statement
                 relating  thereto  (other  than  any  change  resulting  from the
                 accrual  of   benefits,   payment  of   benefits  or  receipt  of
                 contributions);
  
                 (vi) all  required  contributions  to the Sona  Plans  have  been
                 timely made; and
  
                 (vii)  all   reporting   and   disclosure   obligations   to  any
                 governmental agency or entity and to any Sona Plan participant or
                 beneficiary have been satisfied.
  
            (c)  Neither  Sona  nor  the  Sona  Subsidiary  is,  or  has  been,  a
  contributing  employer to any multiemployer  pension plan (within the meaning of
  Section  3(37) of  ERISA);  neither  Sona nor the Sona  Subsidiary  is under any
  obligation to make contributions to any multiemployer  pension plan; and neither
  Sona nor the Sona Subsidiary has any actual or potential liability under Section
  4201 of ERISA for any  complete  or partial  withdrawal  from any  multiemployer
  pension plan relating to employees or officers of Sona or the Sona Subsidiary.
  
            (d)  Except  for the Sona  Plans  or the  programs  and  arrangements,
  contractual or otherwise, listed or referred to in this Agreement or in Schedule
  4.18 of the Sona  Disclosure  Schedule (i) neither Sona nor the Sona  Subsidiary
  maintains or contributes to any plans,  programs or  arrangements  providing for
  (A) payment of deferred compensation or retirement benefits;  (B) the accrual or
  payment of bonuses or special or  incentive  compensation  of any kind;  (C) any
  severance  or  termination  payments;   (D)  loans,  loan  guarantees  or  other
  extensions  of credit to  directors,  officers or  employees of Sona or the Sona
  Subsidiary   (other  than  as  disclosed  in  the  Preliminary   Sona  Financial
  Statements);  (E) life, health, disability or other welfare benefits; (F) moving
  or other relocation  expense benefits or  reimbursements;  (ii) neither Sona nor
  the Sona  Subsidiary  maintains  any other  stock  bonus,  stock  option,  stock
  purchase or similar plans or practices,  whether  formal or informal;  and (iii)
  neither Sona nor the Sona  Subsidiary is a party to any written or other legally
  binding agreement otherwise relating to the employment of any person.
  
       Section 4.19.  Certain  Advances.  There are no  receivables of Sona or the
  Sona  Subsidiary  owing  by  directors,  officers,  employees,   consultants  or
  shareholders  of Sona or the Sona  Subsidiary,  or owing by any affiliate of any
  director  or officer of Sona,  other than  advances  in the  ordinary  and usual
  course of  business to  officers,  employees  or  consultants  for  reimbursable
  business  and  personal  expenses.  There  are no  payables  of Sona or the Sona
  Subsidiary  due  to  the   directors,   officers,   employees,   consultants  or
  stockholders of Sona or the Sona Subsidiary, or to any affiliate of any director
  or officer,  except as disclosed in the Preliminary Sona Financial Statements or
  in Schedule 4.19 of the Sona Disclosure Statement.
  
       Section 4.20.  Licenses and Permits.  Each of Sona and the Sona  Subsidiary
  has  obtained,  and is in compliance  with,  all  necessary  licenses,  permits,
  consents,  approvals,  orders,  certificates,  authorizations,  declarations and
  filings  required  by  all  federal,   state,  local  and  other   governmental,
  self-regulatory or regulatory bodies and all courts and other tribunals for the
  <PAGE>
  <PAGE>
  
  conduct of the business and  operations  of Sona and the Sona  Subsidiary as now
  conducted  or as  conducted  in the past,  except where the failure to obtain or
  comply would not have a Sona Material Adverse Effect.
  
       Section 4.21.  Proprietary  Rights.  Schedule  4.21 of the Sona  Disclosure
  Statement  contains a full and complete list of all material  Proprietary Rights
  owned, possessed or used by Sona or the Sona Subsidiary.  The operations of Sona
  and the Sona  Subsidiary do not now conflict  with or infringe,  and have not in
  the past conflicted with or infringed,  any Proprietary Rights owned,  possessed
  or used by any third party, except where such conflict or infringement would not
  have a Sona Material Adverse Effect. There are no third parties whose operations
  conflict with or infringe, nor has anyone asserted that such operations conflict
  with or infringe, any Proprietary Rights owned, possessed or used by Sona or the
  Sona Subsidiary, except where the conflict or infringement would not have a Sona
  Material Adverse Effect.
  
       Section 4.22. Labor and Employment. Neither Sona nor the Sona Subsidiary is
  a party to any union contract or other collective bargaining  agreement,  nor to
  the knowledge of Sona are there any activities or proceedings of any labor union
  to organize any of the  employees of Sona or the Sona  Subsidiary.  Each of Sona
  and the Sona Subsidiary is in material  compliance with all applicable (a) laws,
  regulations and agreements respecting  employment and employment practices,  (b)
  terms and  conditions  of  employment,  and (c)  occupational  health and safety
  requirements.  There are no  controversies  pending or, to the knowledge of Sona
  threatened, between Sona or the Sona Subsidiary, on the one hand, and any of its
  employees,  on the other hand, which  controversies would reasonably be expected
  to have, individually or in the aggregate, a Sona Material Adverse Effect. There
  are no  labor  controversies  pending  or  threatened  against  Sona or the Sona
  Subsidiary.
  
       Section 4.23. Compliance with Law.
  
            (a) The  business  of each of Sona  and the Sona  Subsidiary  has been
  conducted in all  material  respects in  accordance  with all  applicable  laws,
  rules,   regulations,   orders  and  other   requirements  of  governmental  and
  self-regulatory   authorities,   including,   without  limitation,   ERISA,  all
  Environmental  Laws, all laws,  regulations  and orders relating to antitrust or
  trade regulation,  employment practices and procedures, the health and safety of
  employees  and  consumer  credit,  except  where the  failure to so conduct  its
  business  would not have a Sona Material  Adverse  Effect.  Neither Sona nor the
  Sona  Subsidiary  has  received  any notice of alleged  violations  of any laws,
  rules,   regulations,   orders  or  other   requirements   of   governmental  or
  self-regulatory authorities.
  
            (b) The issued and outstanding shares of the Sona Common Stock and the
  Sona Series A Preferred Stock and any securities convertible or exercisable into
  shares of the Sona Common Stock were issued pursuant to an applicable  exemption
  under  the  Securities  Act,  any  applicable  state or  foreign  "blue  sky" or
  securities law and the rules and regulations promulgated thereunder.
  
       Section 4.24. Litigation.  There is no claim, dispute, action,  proceeding,
  suit or appeal or investigation or inquiry, at law or in equity, involving Sona,
  the Sona Subsidiary,  or any of its respective  officers and directors (in their
  capacities  as  such)  before  any  court,  agency,  authority,
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  <PAGE>
  
  self-regulatory  authority,  arbitration  panel or  other  tribunal,  which,  if
  decided adversely to Sona and/or the Sona Subsidiary, would have a Sona Material
  Adverse Effect, and, to the knowledge of Sona, none has been threatened or is in
  prospect  against Sona or the Sona  Subsidiary.  To the knowledge of Sona, there
  are  no  facts  which,  if  known  to  shareholders,   customers,   governmental
  authorities,  self-regulatory  authorities,  regulators,  bondholders  or  other
  investors  or other  persons,  would form the basis of any such claim,  dispute,
  action, proceeding, suit, appeal, investigation or inquiry, and neither Sona nor
  the Sona Subsidiary is subject to any order,  writ,  injunction or decree of any
  court, agency, authority, arbitration panel or other tribunal.
  
       Section 4.25. Board Recommendation.  The board of directors of Sona has (a)
  approved and adopted this Agreement, (b) approved the Merger, and (c) determined
  that  this  Agreement  and the  Merger  are  advisable,  fair to and in the best
  interests of Sona and its shareholders.
  
       Section 4.26.  Underlying  Documents.  All underlying  documents  listed or
  described in the Sona Disclosure Statement have been furnished or made available
  to PerfectData  or its  representatives,  except as expressly  noted in the Sona
  Disclosure  Statement.  All  such  documents  furnished  to  PerfectData  or its
  representatives  are true and complete  copies,  and there are no  amendments or
  modifications  to  such  documents,  except  as  expressly  noted  in  the  Sona
  Disclosure  Statement.  The minute  books of Sona  contain  full,  complete  and
  accurate  records  of all  meetings  and other  corporate  actions  taken by the
  directors and shareholders of Sona.
  
       Section  4.27.  Brokers or  Finders.  Sona has not  incurred,  and will not
  incur,  directly or indirectly,  any liability for brokerage or finders' fees or
  agents'  commissions or any similar charges in connection with this Agreement or
  the transactions contemplated hereby other than to Colebrooke,  which obligation
  to  Colebrooke  shall  be paid by Sona to  Colebrooke  in  connection  with  the
  Closing.
  
       Section 4.28.  Foreign  Corrupt  Practices  Act.  Neither Sona nor the Sona
  Subsidiary  and none of Sona's or the Sona  Subsidiary's  officers or directors,
  or, to Sona's knowledge, any employees,  agents, distributors or representatives
  acting on behalf of Sona or the Sona Subsidiary, has paid, given or received, or
  has  offered or promised to pay,  give or receive,  any bribe or other  unlawful
  payment of money or other thing of value,  any unlawful  discount,  or any other
  unlawful  inducement,  to or from any person or government  entity in the United
  States or elsewhere in connection with or in furtherance of the business of Sona
  or the Sona  Subsidiary  (including,  without  limitation,  any unlawful  offer,
  payment  or  promise  to pay money or other  thing of value  (i) to any  foreign
  official,  political  party (or  official  thereof) or candidate  for  political
  office for the purposes of influencing any act, decision or omission in order to
  assist  Sona or the Sona  Subsidiary  in  obtaining  business  for or  with,  or
  directing business to, any person, or (ii) to any person, while knowing that all
  or a portion of such money or other  thing of value  will be  offered,  given or
  promised  unlawfully  to any such  official  or party  for such  purposes).  The
  business of Sona and the Sona Subsidiary is and was not in any manner  dependent
  upon the making or receipt of such  payments,  discounts  or other  inducements.
  Neither Sona nor any Sona  Subsidiary has otherwise  taken any action that could
  cause Sona or any Sona  Subsidiary  to be in  violation  of the Foreign  Corrupt
  Practices Act of 1977, as amended, the regulations thereunder, or any applicable
  law or regulation of similar effect.
  <PAGE>
  <PAGE>
  
       Section  4.29.   Disclosure  of  Material  Facts.  Sona  has  disclosed  to
  PerfectData  all  material  facts  relating  to  the  condition   (financial  or
  otherwise),  business,  net worth, assets,  properties or operations of Sona and
  the Sona  Subsidiary.  The  representations  and  warranties  contained  in this
  Article IV and in the Sona  Disclosure  Statement,  and any other  documents  or
  information  furnished to PerfectData by or on behalf of Sona do not contain any
  untrue statement of a material fact or omit to state any material fact necessary
  to make the statements contained herein or therein not misleading.
  
  
                                      ARTICLE V
                                      COVENANTS
  
       Section 5.1. Conduct of Business Prior to Closing.
  
            (a) Except as expressly provided in this Agreement, in Schedule 5.1(a)
  of the PerfectData  Disclosure Statement or as expressly consented to in writing
  by  Sona  (which  consent  shall  not  be  unreasonably  withheld,   delayed  or
  conditioned),  during the period from the date of this  Agreement to the earlier
  of the termination of this Agreement or the Closing Date, PerfectData and Merger
  Sub will not take any action  which  would  adversely  affect  their  ability to
  consummate the Merger or the other transactions  contemplated by this Agreement.
  Without limiting the generality of the foregoing, and except as set forth in the
  PerfectData  Disclosure  Statement  or as otherwise  expressly  provided in this
  Agreement,  prior to the earlier of the  termination  of this  Agreement  or the
  Closing Date,  PerfectData  shall not, without the prior written consent of Sona
  (which  consent shall not be  unreasonably  withheld,  delayed or  conditioned),
  directly  or  indirectly,  do (or  commit to do),  and shall  not,  directly  or
  indirectly, permit Merger Sub to do (or commit to do), any of the following:
  
                 (i) split, combine or reclassify any shares of its capital stock;
  
                 (ii)  authorize,  recommend,  solicit,  propose  or  announce  an
                 intention to authorize,  recommend,  solicit or propose, or enter
                 into any agreement with any other person with respect to any plan
                 of  liquidation  or  dissolution,  any  acquisition  of assets or
                 securities,  any disposition of assets or securities,  any change
                 in  capitalization,   or  any  partnership,   association,  joint
                 venture, joint development, or other business alliance;
  
                 (iii)  fail  to  renew  any  insurance  policy  naming  it  as  a
                 beneficiary  or a loss  payee,  or take any steps or fail to take
                 any steps that would permit any  insurance  policy naming it as a
                 beneficiary  or a  loss  payee  to  be  canceled,  terminated  or
                 materially altered, except in the ordinary course of business and
                 consistent  with past  practice and following  written  notice to
                 Sona;
  
                 (iv) maintain its books and records in a manner other than in the
                 ordinary course of business and consistent with past practice;
  <PAGE>
  <PAGE>
  
                 (v) enter into any hedging,  option,  derivative or other similar
                 transaction or any foreign exchange  position or contract for the
                 exchange  of  currency  other  than  in the  ordinary  course  of
                 business and consistent with past practice;
  
                 (vi) institute any change in its accounting  methods,  principles
                 or practices  or revalue any assets,  except as  consistent  with
                 past  practice  or as required by a change in GAAP or pursuant to
                 changes  in or  additions  to  FASB  or  SEC  pronouncements  and
                 concurred with by its independent  registered  public  accounting
                 firm;
  
                 (vii) with  respect of any  taxes,  make or change any  election,
                 change any accounting  method,  enter into any closing agreement,
                 settle any claim or  assessment,  or consent to any  extension or
                 waiver of the limitation  period applicable to any material claim
                 or assessment except as required by applicable law;
  
                 (viii)  issue any  capital  stock or other  options,  warrants or
                 other rights to purchase or acquire capital stock, other than the
                 exercise of options,  warrants or other purchase  rights pursuant
                 to existing plans or arrangements outstanding on the date hereof;
  
                 (ix) declare,  accrue,  set aside or pay any dividend or make any
                 other  distribution  in respect of any shares of capital stock or
                 repurchase,  redeem or otherwise  reacquire any shares of capital
                 stock or other securities;
  
                 (x)  amend  or  permit  the  adoption  of any  amendments  to the
                 PerfectData  or Merger Sub Charters or  PerfectData or Merger Sub
                 Bylaws  or  effect  or  become a party  to any  recapitalization,
                 reclassification of shares,  stock split,  reverse stock split or
                 similar transaction;
  
                 (xi) form any subsidiary or acquire any equity  interest or other
                 interest in any other person or entity  (other than the formation
                 of such subsidiaries as are necessary to effect the Merger);
  
                 (xii) acquire, lease or license any right or other asset from any
                 other  person  or sell or  otherwise  dispose  of,  or  lease  or
                 license,  any right or other asset to any other  person or change
                 the  location  of any of its  assets  or waive or  relinquish  or
                 modify any material right;
  
                 (xiii) lend money or incur or guarantee any indebtedness;
  
                 (xiv) commence or settle any legal proceeding; or
  
                 (xv) take,  or agree to take,  any of the  actions  described  in
                 subsections (i) through (xiv) or this Section 5.1(a).
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            (b) Except as expressly provided in this Agreement, in Schedule 5.1(b)
  of the Sona  Disclosure  Statement  or as  expressly  consented to in writing by
  PerfectData  (which  consent  shall not be  unreasonably  withheld,  delayed  or
  conditioned),  during the period from the date of this  Agreement to the earlier
  of the  termination of this Agreement or the Closing Date,  Sona will, and shall
  cause the Sona  Subsidiary  to, (X)  conduct  its  operations  according  to its
  ordinary and usual course of business  consistent  with past  practice,  (Y) use
  commercially reasonable efforts to preserve intact its business organization, to
  keep  available  the  services of its officers  and  employees in each  business
  function   and  to   maintain   satisfactory   relationships   with   suppliers,
  distributors,  customers and others having business  relationships  with it, and
  (Z) not  take  any  action  which  would  adversely  affect  Sona's  ability  to
  consummate the Merger or the other transactions  contemplated by this Agreement.
  Without limiting the generality of the foregoing, and except as set forth in the
  Sona Disclosure  Statement or as otherwise expressly provided in this Agreement,
  prior to the earlier of the  termination  of this Agreement or the Closing Date,
  Sona shall not, without the prior written consent of PerfectData  (which consent
  shall  not be  unreasonably  withheld,  delayed  or  conditioned),  directly  or
  indirectly, do (or commit to do), and shall not, directly or indirectly,  permit
  the Sona Subsidiairy to do (or commit to do), any of the following:
  
                 (i) split, combine or reclassify any shares of its capital stock;
  
                 (ii)  authorize,  recommend,  solicit,  propose  or  announce  an
                 intention to authorize,  recommend,  solicit or propose, or enter
                 into any agreement with any other person with respect to any plan
                 of  liquidation  or  dissolution,  any  acquisition of a material
                 amount of assets or  securities,  any  disposition  of a material
                 amount  of  assets  or   securities,   any  material   change  in
                 capitalization,  or any material partnership,  association, joint
                 venture,   joint  development,   technology  transfer,  or  other
                 material business alliance;
  
                 (iii)  fail  to  renew  any  insurance  policy  naming  it  as  a
                 beneficiary  or a loss  payee,  or take any steps or fail to take
                 any steps that would permit any  insurance  policy naming it as a
                 beneficiary  or a  loss  payee  to  be  canceled,  terminated  or
                 materially altered, except in the ordinary course of business and
                 consistent  with past  practice and following  written  notice to
                 PerfectData;
  
                 (iv) maintain its books and records in a manner other than in the
                 ordinary course of business and consistent with past practice;
  
                 (v) enter into any hedging,  option,  derivative or other similar
                 transaction or any foreign exchange  position or contract for the
                 exchange  of  currency  other  than  in the  ordinary  course  of
                 business and consistent with past practice;
  
                 (vi) institute any change in its accounting  methods,  principles
                 or  practices  other than as required  by GAAP,  or the rules and
                 regulations promulgated by the SEC and with the concurrence
  <PAGE>
  <PAGE>
  
  
                 of its  independent  public  accountants,  or revalue any assets,
                 including without limitation, writing down the value of inventory
                 or writing off notes or accounts receivables;
  
                 (vii)  with  respect of any  taxes,  make or change any  material
                 election,  change any accounting  method,  enter into any closing
                 agreement, settle any material claim or assessment, or consent to
                 any extension or waiver of the  limitation  period  applicable to
                 any material claim or assessment except as required by applicable
                 law;
  
                 (viii) suspend, terminate or otherwise discontinue any planned or
                 ongoing  research and development  activities,  programs or other
                 such activities which would be reasonably expected to have a Sona
                 Material Adverse Effect;
  
                 (ix) issue any capital stock or other options,  warrants or other
                 rights to  purchase  or  acquire  capital  stock,  other than the
                 exercise of options or other purchase rights pursuant to existing
                 plans or arrangements;
  
                 (x)  declare,  accrue,  set aside or pay any dividend or make any
                 other  distribution  in respect of any shares of capital stock or
                 repurchase,  redeem or otherwise  reacquire any shares of capital
                 stock  or  other  securities,  other  than  any  dividend  to  be
                 distributed  by a Sona  Subsidiary  to Sona prior to the  Closing
                 Date;
  
                 (xi) amend or permit the adoption of any  amendments  to the Sona
                 Charter  or the Sona  Bylaws  or  effect or become a party to any
                 recapitalization,   reclassification  of  shares,   stock  split,
                 reverse stock split or similar transaction;
  
                 (xii) form any subsidiary or acquire any equity interest or other
                 interest in any other person or entity;
  
                 (xiii) commence or settle any legal proceeding; or
  
                 (xiv) take,  or agree to take,  any of the actions  described  in
                 subsections (i) through (xiii) or this Section 5.1(b).
  
            (c) From and after the date of this Agreement, each party hereto shall
  use all  reasonable  efforts to cause the Merger to qualify,  and shall not take
  any actions or cause any actions to be taken which could  reasonably be expected
  to prevent the Merger  from  qualifying,  as a  "reorganization"  under  Section
  368(a)(2)(D) of the Code.
  
       Section 5.2. Stockholder Approval.  PerfectData, as the sole stockholder of
  Merger Sub shall  approve  and adopt this  Agreement  and  approve the Merger on
  behalf of Merger Sub. Sona shall take all action  necessary in  connection  with
  applicable  law to  convene a  meeting  of the  shareholders  of Sona (or act by
  written  consent) as promptly as  practicable  after the date hereof to consider
  and vote upon this  Agreement and the  transactions  contemplated  hereby.  Sona
  shall,
  
  through its Board of Directors, recommend that its shareholders vote in favor of
  the  adoption of this  Agreement  and  approve  the Merger and the  transactions
  contemplated hereby.
  
       Section 5.3. Updating of the Disclosure Schedules.
  
            (a) From the date hereof  until the Closing  Date,  PerfectData  shall
  keep up to date the PerfectData  Disclosure  Statement and shall promptly notify
  Sona of any changes or additions  or events which may,  after the lapse of time,
  cause any change or addition in the PerfectData Disclosure Statement, other than
  changes to the PerfectData  Disclosure  Statement due to the consummation of the
  transactions  contemplated  hereby. This covenant and any notices by PerfectData
  hereunder  shall not be deemed in any way to  constitute a waiver by Sona of the
  condition herein which provides in part that the  representations and warranties
  of PerfectData set forth herein shall be true and correct on the date hereof and
  on the Closing Date.
  
            (b) From the date hereof until the Closing Date, Sona shall keep up to
  date the Sona Disclosure  Statement and shall promptly notify PerfectData of any
  changes or  additions or events  which may,  after the lapse of time,  cause any
  change or addition in the Sona Disclosure  Statement,  other than changes to the
  Sona  Disclosure   Schedule  due  to  the   consummation  of  the   transactions
  contemplated  hereby.  This covenant and any notices by Sona hereunder shall not
  be deemed in any way to  constitute  a waiver by  PerfectData  of the  condition
  herein which  provides in part that the  representations  and warranties of Sona
  set forth herein shall be true and correct on the date hereof and on the Closing
  Date.
  
       Section 5.4. Access to Information.
  
            (a) PerfectData  will afford to the officers,  attorneys,  accountants
  and other  representatives of Sona full access during reasonable  business hours
  to all of the assets,  properties,  books and records of PerfectData in order to
  afford Sona such full  opportunity of review,  examination and  investigation as
  Sona shall desire with respect to the affairs of PerfectData and Merger Sub, and
  PerfectData  shall  furnish or cause to be furnished to Sona such  financial and
  operating  data  and  other  information  as  to  the  condition  (financial  or
  otherwise),  business,  net worth,  assets,  properties  or past  operations  of
  PerfectData  and  Merger Sub as Sona may  reasonably  request.  No such  review,
  examination  or  investigation  by Sona shall  affect or in any way diminish the
  representations, warranties or covenants of PerfectData or Merger Sub hereunder.
  
            (b) Sona will afford to the officers, attorneys, accountants and other
  representatives  of PerfectData full access during reasonable  business hours to
  all of the assets, properties, books and records of Sona and the Sona Subsidiary
  in order to afford PerfectData such full opportunity of review,  examination and
  investigation  as  PerfectData  shall desire with respect to the affairs of Sona
  and the Sona  Subsidiary,  and Sona shall  furnish or cause to be  furnished  to
  PerfectData  such financial and operating  data and other  information as to the
  condition (financial or otherwise),  business, net worth, assets,  properties or
  operations  of Sona  and the  Sona  Subsidiary  as  PerfectData  may  reasonably
  request.  No such review,  examination or  investigation  by  PerfectData  shall
  affect or in any way diminish the  representations,  warranties  or covenants of
  Sona hereunder.
  <PAGE>
  <PAGE>
  
       Section 5.5.  Fulfillment of Conditions  and Covenants.  No party will take
  any course of action  inconsistent  with  satisfaction  of the  requirements  or
  conditions  applicable  to it set  forth in this  Agreement.  Each  party  shall
  promptly do all such acts and take all such  measures as may be  appropriate  to
  enable it to perform as early as possible the obligations  herein provided to be
  performed by it.
  
       Section  5.6.  Public  Announcements.  Except as  provided  in Section  5.9
  hereof,  no party will  issue or  authorize  to be issued  any press  release or
  similar  announcement  concerning  this  Agreement  or any  of the  transactions
  contemplated  hereby  without  the  prior  approval  of the other  party,  which
  approval  shall not be  unreasonably  withheld and shall be given,  following an
  opportunity  to  review,  to the  extent  practicable,  and revise the scope and
  content of such  disclosures,  in order to allow  compliance with the disclosure
  requirements  of  applicable  securities  laws  and the  rules  and  regulations
  thereunder.
  
       Section 5.7. Consents.  Each party shall use its best efforts to obtain and
  to  cooperate  with  each  other  party  in the  effort  to  obtain,  as soon as
  reasonably  practicable,  all  permits,  authorizations,  consents,  waivers and
  approvals from third parties or governmental authorities necessary to consummate
  this Agreement and the transactions  contemplated  hereby.  Each party shall pay
  its own  expenses in  connection  with  fulfilling  its  obligations  under this
  Section 5.7.
  
       Section 5.8.  Certain  Notifications.  Each party shall promptly notify the
  others in writing of the  occurrence of any event known to such party which will
  or could  reasonably  be expected to result in the failure to satisfy any of the
  conditions to the obligations of such other parties specified in this Agreement.
  
       Section 5.9. No Solicitation.
  
            (a)  Unless  and until  this  Agreement  shall  have  been  terminated
  pursuant to and in compliance with Section 8.1 hereof,  neither  PerfectData nor
  Sona shall  (whether  directly or indirectly  through its  respective  advisors,
  agents or other  intermediaries),  nor shall  PerfectData  or Sona  authorize or
  permit  any  of  its  respective   officers,   directors,   agents,   employees,
  representatives or advisors to (i) solicit,  initiate,  encourage  (including by
  way of furnishing  information)  or take any action to facilitate the submission
  of any  inquiries,  proposals  or offers  (whether or not in  writing)  from any
  person (other than  PerfectData  or Sona, as the case may be, and its respective
  affiliates)  relating to (A) any acquisition or purchase of any of the assets of
  PerfectData  or Sona,  as the case may be, other than in the ordinary  course of
  business or of any class of equity  securities  of  PerfectData  or Sona, as the
  case may be, (B) any tender offer  (including  a self tender  offer) or exchange
  offer,   (C)  any  merger,   consolidation,   business   combination,   sale  of
  substantially all of its assets, recapitalization,  liquidation,  dissolution or
  similar  transaction  involving  PerfectData or Sona, as the case may be, or (D)
  any other  transaction the  consummation of which would, or would  reasonably be
  expected to, impede,  interfere with,  prevent or materially delay the Merger or
  which would or would reasonably be expected to materially dilute the benefits to
  the  other  party  hereto of the  transactions  contemplated  by this  Agreement
  (collectively,  "Acquisition Proposals"),  or agree to, recommend or endorse any
  Acquisition  Proposal,  (ii) enter into or execute any agreement with respect to
  any of the foregoing or (iii) enter into or  participate  in any  discussions or
  negotiations regarding any of the foregoing,  or furnish to any other person any
  information with respect to its business,
  <PAGE>
  <PAGE>
  
  properties or assets in connection with the foregoing, or otherwise cooperate in
  any way with, or participate in or assist,  facilitate, or encourage, any effort
  or attempt by any other person (other than  PerfectData or Sona, as the case may
  be,  and  its  respective  affiliates)  to do or  seek  any  of  the  foregoing.
  Notwithstanding  anything in this Section 5.9 to the contrary,  PerfectData  may
  sell shares to increase its Tangible Net Worth as provided in Section 2.1(g)(ii)
  hereof  and  Sona may  sell  shares  of the  Sona  Common  Stock  or  securities
  convertible into shares of the Sona Common Stock in a bridge financing, provided
  any such  securities are reflected in the  determination  of shares to be issued
  pursuant to Section 2.1(f) hereof.
  
            (b) Nothing contained in this Agreement shall prohibit  PerfectData or
  Sona (i) from  complying  with Rule 14e-2 and Rule 14d-9 under the  Exchange Act
  with respect to a bona fide tender offer or exchange offer, (ii) from making any
  disclosure  of  an  Acquisition  Proposal  to  its  respective  stockholders  or
  otherwise if its respective Board of Directors  concludes in good faith,  within
  five Business Days after consultation with its outside legal counsel,  that such
  disclosure  is  necessary  under  applicable  law or the  failure  to make  such
  disclosure  would be  inconsistent  with its fiduciary  duties to its respective
  stockholders under applicable law or (iii) from participating in negotiations or
  discussions  with or furnishing  information to any person in connection with an
  Acquisition  Proposal not  solicited  after the date hereof in breach of Section
  5.9(a)  above and which is  submitted  in writing by such person to the Board of
  Directors  of  PerfectData  or Sona,  as the case may be, after the date of this
  Agreement;   provided,  however,  that,  prior  to  participating  in  any  such
  discussions or negotiations or furnishing any information,  within five Business
  Days after its receipt of the  Acquisition  Proposal,  the Board of Directors of
  PerfectData  or Sona,  as the case may be,  shall have  concluded in good faith,
  after consultation with its outside legal counsel and financial  advisors,  that
  such Acquisition  Proposal is reasonably  likely to lead to a Superior  Proposal
  (as  hereinafter  defined in  subsection  (d) of this  Section  5.9) and,  after
  consultation with its outside legal counsel, that failure to participate in such
  negotiations or discussions or furnishing such information would be inconsistent
  with its fiduciary  duties to the  stockholders  of  PerfectData or Sona, as the
  case may be, under  applicable  law.  PerfectData  or Sona,  as the case may be,
  shall  promptly  notify the other party hereto (but in no event later than three
  Business Days thereafter) if any Acquisition  Proposal or inquiries  regarding a
  potential  Acquisition Proposal are received by, any information with respect to
  an Acquisition  Proposal or a potential  Acquisition Proposal is requested from,
  or any discussions or negotiations with respect to an Acquisition  Proposal or a
  potential  Acquisition Proposal are sought to be initiated or continued with, it
  or any of its  representatives  indicating,  in connection with such notice, the
  name  of the  person  or  entity  involved  and a copy of any  such  Acquisition
  Proposal,  with the intent of enabling such other party to make a matching offer
  so that the  transactions  contemplated  hereby may be effected.  PerfectData or
  Sona, as the case may be, shall thereafter keep the other party hereto informed,
  on a current basis, of the status and terms of any such inquiries or Acquisition
  Proposals and the status of any such negotiations or discussions. PerfectData or
  Sona,  as the case may be,  shall  promptly  furnish the other party hereto with
  copies of any  written  information  (and  advise  it orally of any  non-written
  information) provided to or by any person relating to an Acquisition Proposal to
  the extent such information has not previously been provided to such other party
  hereto.
  
            (c) Prior to the  Effective  Time, in the event the Board of Directors
  of PerfectData or Sona, as the case may be, by majority vote of all its members,
  determines in good faith that it has received a Superior Proposal and determines
  in good faith that not taking the
  <PAGE>
  <PAGE>
  
  following actions would be inconsistent with its fiduciary duties to PerfectData
  or Sona, as the case may be, under  applicable law,  PerfectData or Sona, as the
  case may be, and its respective  Board of Directors may (i) withdraw,  modify or
  change the Board of Directors'  approval or  recommendation of this Agreement or
  the  Merger,   (ii)  approve  or  recommend   such  Superior   Proposal  to  its
  stockholders,   (iii)   terminate  this   Agreement  and  pay  the   Termination
  Reimbursement  Fee (as  provided  in Section 8.3 or Section 8.4 hereof) and (iv)
  publicly  announce  the Board of  Directors'  intention  to do any or all of the
  foregoing.
  
            (d)  "Superior  Proposal"  means a proposal with respect to any of the
  transactions  described  in clause (A),  (B),  (C) or (D) of the  definition  of
  Acquisition  Proposal which the Board of Directors  shall have concluded in good
  faith (i) is reasonably  likely to be completed,  taking into account all legal,
  financial,  regulatory  and other  aspects of the  Acquisition  Proposal and the
  person making the proposal,  (ii) if consummated,  would result in a transaction
  more favorable to the  stockholders  of PerfectData or Sona, as the case may be,
  from a  financial  point of view  than  the  transactions  contemplated  by this
  Agreement (taking into account any and all modifications proposed by PerfectData
  or Sona, as the case may be) and (iii) is fully  financed  (or,  based on a good
  faith determination of the Board of Directors, is readily financiable); provided
  that the Board of  Directors  has  received an opinion  from its  outside  legal
  counsel  that,  based  on the  foregoing  conclusions,  failure  to  accept  the
  Acquisition  Proposal would be inconsistent with the directors' fiduciary duties
  to the stockholders of PerfectData or Sona, as the case may be.
  
       Section 5.10. SEC Filings.
  
            (a)  PerfectData  shall  timely file with the SEC each report or other
  statement  required to be filed under the Exchange Act, in each case  subsequent
  to the date hereof and prior to the Effective Time and shall inform Sona of each
  such filing. As of their respective dates,  PerfectData  represents and warrants
  that such reports,  or other  statements,  including  any  financial  statements
  included  therein,  will not contain any untrue  statement of a material fact or
  omit to state a material fact required to be stated therein or necessary to make
  the statements  therein,  in light of the circumstances in which they were made,
  not  misleading  and will comply in all material  respects  with all  applicable
  requirements of the federal securities laws (including,  without limitation, the
  Securities  Act,  the  Exchange  Act and the  Sarbanes-Oxley  Act,  except  that
  PerfectData makes no representation  and warranty as to any information that was
  specifically provided by Sona for inclusion in such reports or statements.  Each
  of the consolidated financial statements contained in such reports or statements
  (i) shall be prepared in  accordance  with GAAP  applied on a  consistent  basis
  throughout the periods involved (except as may be indicated in the notes thereto
  or, in the case of unaudited interim financial  statements,  as may be permitted
  by the SEC on Form 10-Q or Form  10-QSB),  (ii)  shall  comply as to form in all
  material  respects with applicable  accounting  requirements  and with published
  rules and  regulations of the SEC with respect  thereto,  and (iii) shall fairly
  present the  consolidated  financial  position of  PerfectData  in all  material
  respects as of the respective dates thereof.
  
            (b)  PerfectData  shall  file  with the SEC such  reports,  including,
  without  limitation,  a  Current  Report  on Form 8-K  complying  with Item 5.03
  thereof,  and otherwise take such actions as the SEC rules and  regulations  may
  require, as shall be necessary to change its
  <PAGE>
  <PAGE>
  
  fiscal year and that of Merger Sub,  effective  with the  Effective  Time,  from
  March 31 to December 31.
  
            (c)  Sona  shall  furnish  to  PerfectData,  on a timely  basis,  such
  information,   including  financial  statements,   as  shall  be  necessary  for
  PerfectData  to  comply  with  its  reporting  requirements  under  the  federal
  securities laws (including,  without limitation the Securities Act, the Exchange
  Act and the  Sarbanes-Oxley  Act)  and the  rules  and  regulations  promulgated
  thereunder,  which  requirements  include,  without  limitation,   PerfectData's
  requirements  (i) to  file,  and  distribute  to its  stockholders  a copy of, a
  statement  pursuant  to  Section  14(f)  of the  Exchange  Act  and  Rule  14f-1
  promulgated  thereunder  relating  to the persons to be  designated  by Sona for
  election as directors of  PerfectData  and (ii) to file a Current Report on Form
  8-K, whenever  required to report with respect to the transactions  contemplated
  by this  Agreement,  pursuant to Section 13 of the Exchange Act. Sona represents
  and warrants to  PerfectData  that such  information,  including  any  financial
  statements included therein, will not contain any untrue statement of a material
  fact or omit to state a material fact required to be stated therein or necessary
  to make the statements therein, in light of the circumstances in which they were
  made, not misleading.
  
       Section 5.11.  PerfectData  Stockholders' Meeting. The parties hereto agree
  that, as soon as  practicable  after the Effective  Time,  but not later than 90
  days  thereafter,  the then Board of Directors of  PerfectData  shall either (a)
  call the Annual Meeting of  Stockholders  or (b) seek the consent of the holders
  of at least a majority of the  outstanding  shares of capital stock  entitled to
  vote at a  stockholders  meeting  to  approve an  amendment  to the  PerfectData
  Charter  increasing the number of authorized  shares of the  PerfectData  Common
  Stock to such  number  of shares  that,  as a  minimum,  would  permit  (x) full
  conversion of the  PerfectData  Series A Preferred Stock and (y) the issuance of
  all of the Additional  Shares.  In calling such meeting or seeking such consent,
  the Board shall  comply with  Section 14 of the  Exchange  Act and the  Delaware
  General Corporation Law and the rules and regulations promulgated thereunder.
  
       Section 5.12. PerfectData Directors.
  
            (a) The parties hereto agree that the PerfectData  director  remaining
  in office at the Closing Date shall be nominated for reelection as a director of
  the Company at least at the first Annual Meeting of  Stockholders of PerfectData
  held after the Closing Date and the then directors  shall use their best efforts
  to solicit proxies for his or her election at such meeting.
  
            (b)  The  parties   agree  that  at  least  three  of  the   directors
  post-closing of PerfectData shall, not later than three months after the Closing
  Date, meet the eligibility requirements imposed by The Nasdaq Stock Market, Inc.
  ("Nasdaq") for service on an audit committee of a Nasdaq-listed company.
  
       Section  5.13.  Sona  Salary  Payments.  The  parties  hereto  agree  that,
  following the Closing Date,  PerfectData shall limit its payments of back salary
  and other compensation in arrears to officers, employees and consultants of Sona
  and the Sona  Subsidiary to no more than $100,000  unless and until  PerfectData
  consummates a financing  for at least  $500,000 in gross  proceeds  post-Closing
  Date or Sona has consummated a bridge financing in at least that amount prior to
  the Closing Date.
  <PAGE>
  <PAGE>
  
                                     ARTICLE VI
                          CONDITIONS TO OBLIGATIONS OF SONA
  
       The obligations of Sona to consummate the transactions contemplated by this
  Agreement  shall  be  subject  to the  fulfillment  of  each  of  the  following
  conditions, except as Sona may waive any one or more such conditions (other than
  Section 6.4 hereof) in writing.
  
       Section 6.1.  Performance.  Each of  PerfectData  and Merger Sub shall have
  performed and complied in all material respects with all agreements, obligations
  and  covenants  required by this  Agreement  to be  performed  or  satisfied  by
  PerfectData and Merger Sub on or prior to the Closing Date,  including,  without
  limitation, PerfectData's obligation to file the Certificate of Designations and
  to have  timely  filed all SEC  Reports  required  to have been filed  under the
  Exchange Act.
  
       Section  6.2.  Representations  and  Warranties.  The  representations  and
  warranties  of  PerfectData  and Merger Sub set forth  herein  shall be true and
  correct in all material  respects on the date hereof and on the Closing Date, as
  if made again at and as of such  time,  subject  to any  transactions  which are
  contemplated or permitted by this Agreement,  except for any inaccuracies which,
  taken as a whole, would not reasonably result in a PerfectData  Material Adverse
  Effect.
  
       Section 6.3.  Material  Adverse Change.  From the date of this Agreement to
  the Closing Date,  there shall have  occurred no  PerfectData  Material  Adverse
  Effect or any other change in the condition (financial or otherwise), net worth,
  assets or properties,  of PerfectData  and Merger Sub, taken as a whole,  or any
  occurrence, circumstance or combination thereof, including litigation pending or
  threatened,  which might reasonably  result in any PerfectData  Material Adverse
  Effect after the Effective Time.
  
       Section 6.4. Stockholder Approval. The requisite stockholder approvals have
  been  obtained  from  the  stockholders  of Sona  and  PerfectData,  as the sole
  stockholder of Merger Sub, has approved the Merger on behalf of Merger Sub.
  
       Section 6.5. Legal Opinion. Counsel to PerfectData shall, immediately prior
  to the Closing Date, have delivered to Sona its legal opinion, dated the Closing
  Date and addressed to Sona, in substantially the form of Exhibit G hereto.
  
       Section 6.6. Other Consents.  On or prior to the Closing Date,  PerfectData
  and Merger Sub shall have  obtained  all permits,  authorizations,  consents and
  approvals whether or not referred to, directly or indirectly,  in this Agreement
  in form and substance satisfactory to Sona and Sona shall have received evidence
  satisfactory to it of the receipt of such permits, authorizations,  consents and
  approvals.
  
       Section 6.7. Resignations.  PerfectData and Merger Sub shall have delivered
  to Sona  resignations,  effective  on the  Closing  Date,  of  four of the  five
  directors and all of the officers of  PerfectData  and each of the directors and
  officers of Merger Sub, except for such officers as Sona may reasonably  request
  to  continue  in  service  to  facilitate  the  Closing  and  transition  of new
  management.
  <PAGE>
  <PAGE>
  
       Section 6.8. Compliance with Financial Conditions. At the Closing Date, the
  Tangible Net Worth of PerfectData  shall not be less than $750,000 as determined
  pursuant  to Section  2.1(g)  hereof and  PerfectData  shall  have  delivered  a
  certificate from its Chief Financial Officer (a) as to the Tangible Net Worth as
  of the Closing  Date,  (b) listing all of the bank and money market  accounts of
  PerfectData  (including the name and address of the financial  institution where
  such accounts are located),  account numbers and the balances  therein as of the
  Closing  Day and (c)  listing  all of the  other  PerfectData  assets  and their
  location.
  
       Section 6.9. PerfectData Employees.  Each employee of PerfectData as of the
  date of this  Agreement  and/or as of the  Closing  Date shall have  delivered a
  waiver and release of any  obligations of PerfectData to him or her,  subject to
  payment to him or her of any salary,  severance and accrued vacation pay through
  the date of his or her  termination  as an employee of PerfectData in amounts as
  disclosed in Schedule 6.9 of the PerfectData Disclosure Statement,  all of which
  amounts shall have been included in the  determination  of Tangible Net Worth in
  Section 2.1(g)(ii) hereof.
  
       Section 6.10. Stock Purchase Agreement.  PerfectData shall have delivered a
  waiver  and  release  executed  by  each  of  Millennium   Capital   Corporation
  ("Millennium"),  Corey P.  Schlossmann  and William B. Wachtel as the Trustee of
  Digital Trust of any obligations of PerfectData to him or it as a Buyer pursuant
  to the Stock  Purchase  Agreement  entered into on January 20, 2000 by and among
  PerfectData  and the  individuals and entities set forth on Exhibit A thereto as
  the Buyers.
  
       Section 6.11.  Consulting  Agreement.  PerfectData  shall have executed and
  delivered an Amendment  terminating  the Consulting  Agreement dated January 20,
  2000 (the "Consulting  Agreement") by and among PerfectData,  Millennium and JDK
  Associates, Inc. ("JDK") and terminating any obligation of PerfectData under the
  Consulting  Agreement to Millennium  and JDK except as to the warrant of each to
  purchase  10,000  shares  of  the  PerfectData   Common  Stock  and  "piggyback"
  registration  rights  granted  to JDK or its  designee  with  respect to 150,000
  shares of the PerfectData Common Stock that will be issued for the release.
  
       Section  6.12.  Shapiro  Employment   Agreement.   PerfectData  shall  have
  delivered  an  agreement  terminating  the  Employment  Agreement  dated  as  of
  September  1, 2000,  as amended  (the  "Employment  Agreement"),  by and between
  PerfectData  and Harris A. Shapiro,  Chairman of the Board,  the Chief Executive
  Officer and a director of PerfectData  and releasing  PerfectData of any further
  obligations under the Employment  Agreement to Mr. Shapiro except as to amounts,
  if any, as disclosed in Schedule 6.12 of the PerfectData  Disclosure  Statement,
  which amount,  if any, shall have been included in the determination of Tangible
  Net Worth in Section 2.1(g)(ii) hereof.
  
       Section  6.13.  Schlossmann  Claims.  Corey P.  Schlossmann,  a director of
  PerfectData,   has  delivered  a  waiver  and  release  of  any  obligations  of
  PerfectData  to him other than those  relating  to his stock  options  under the
  PerfectData  Option Plan or any  director's fee earned prior to, but not paid as
  of, the Closing Date,  and such  director's  fee(s) shall have been disclosed in
  Schedule 6.13 of the PerfectData  Disclosure Statement and have been included in
  the determination of Tangible Net Worth in Section 2.1(g)(ii) hereof.
  <PAGE>
  <PAGE>
  
       Section  6.14  PerfectData  1999  Authorization.   PerfectData's  Board  of
  Directors shall have terminated the PerfectData 1999 Authorization  prior to the
  Closing Date.
  
       Section  6.15.  Stock  Trading.  The  PerfectData  Common  Stock shall have
  continued to be traded on the OTC Bulletin Board of the National  Association of
  Securities Dealers, Inc.
  
       Section 6.16. No Litigation. Immediately prior to the Effective Time, there
  shall (a) have been no order,  decree or ruling issued or any other action taken
  by any court of competent  jurisdiction or other governmental or self-regulatory
  authority, which has become final and nonappealable,  restraining,  enjoining or
  otherwise prohibiting the transactions  contemplated under this Agreement or (b)
  be no litigation or proceeding  pending  against  PerfectData  or Merger Sub, or
  Sona,  which, if decided  adversely to such party would materially and adversely
  affect the transactions contemplated by this Agreement. Immediately prior to the
  Effective Time, there shall be no governmental or self-regulatory  investigation
  or inquiry pending or threatened which might lead to or result in any litigation
  or proceeding of the nature referred to in the foregoing sentence.
  
       Section 6.17. Closing  Certificates.  PerfectData and Merger Sub shall have
  furnished  to  Sona  such  certificates  (executed  by its  principal  executive
  officer, its chief financial officer and its secretary to the best of his or her
  personal  knowledge  and  information)  to  evidence  its  compliance  with  the
  conditions set forth in this Article VI as may be reasonably requested by Sona.
  
  
                                     ARTICLE VII
               CONDITIONS TO OBLIGATIONS OF PERFECTDATA AND MERGER SUB
  
       The   obligations  of   PerfectData   and  Merger  Sub  to  consummate  the
  transactions  contemplated by this Agreement shall be subject to the fulfillment
  of each of the following conditions,  except as PerfectData may waive any one or
  more such conditions in writing.
  
       Section 7.1.  Performance.  Sona shall have  performed  and complied in all
  material  respects with all agreements,  obligations  and covenants  required by
  this  Agreement  to be  performed  or satisfied by it on or prior to the Closing
  Date.
  
       Section  7.2.  Representations  and  Warranties.  The  representations  and
  warranties of Sona set forth in herein shall be true and correct in all material
  respects on the date hereof and on the Closing  Date, as if made again at and as
  of such time, subject to any transactions which are contemplated or permitted by
  this Agreement,  except for any inaccuracies  which, taken as a whole, would not
  reasonably result in a Sona Material Adverse Effect.
  
       Section 7.3. Legal Opinion. Counsel to Sona shall, immediately prior to the
  Closing Date,  have delivered to PerfectData an opinion,  dated the Closing Date
  and addressed to PerfectData, in substantially the form of Exhibit H hereto.
  
       Section 7.4. Shareholder Approval. The requisite shareholder approvals have
  been obtained from the shareholders of Sona.
  <PAGE>
  <PAGE>
  
       Section 7.5. Other  Consents.  On or prior to the Closing Date,  Sona shall
  have obtained all permits, authorizations, consents and approvals whether or not
  referred to,  directly or  indirectly,  in this  Agreement in form and substance
  satisfactory  to  PerfectData  and  PerfectData  shall  have  received  evidence
  satisfactory to it of the receipt of such permits, authorizations,  consents and
  approvals.
  
       Section 7.6.  Sona  Financial  Statements.  Sona shall,  not later than ten
  Business Days prior to the anticipated Closing Date, deliver to PerfectData true
  and correct copies of Sona's audited  consolidated balance sheets as of December
  31,  2004  and  December  31,  2003,  and  the  related  audited  statements  of
  operations,  shareholders'  equity  and  cash  flow,  including  all  notes  and
  schedules thereto, for the fiscal years ended December 31, 2004 and December 31,
  2003,  together  with  the  reports  on all  such  audited  balance  sheets  and
  statements  by Horwath  Orenstein  LLP,  Sona's  independent  registered  public
  accounting  firm (the  "Final  Sona  Financial  Statements").  Sona  shall  have
  represented  and warranted to PerfectData  that each of the Final Sona Financial
  Statements  (a) was  prepared in  accordance  with GAAP  applied on a consistent
  basis  throughout the periods involved and (b) fairly presented the consolidated
  financial  position  of  Sona  as  at  the  respective  dates  thereof  and  the
  consolidated results of its operations and cash flows for the periods indicated,
  consistent  with the  books  and  records  of Sona.  Singer  Lewak  Greenbaum  &
  Goldstein LLP,  PerfectData's  independent  registered  public  accounting firm,
  shall have advised  PerfectData  that the Final Sona  Financial  Statements  are
  acceptable for filing in a Current Report on Form 8-K.
  
       Section 7.7. No Litigation.  Immediately prior to the Effective Time, there
  shall (a) have been no order,  decree or ruling issued or any other action taken
  by any court of competent  jurisdiction or other governmental or self-regulatory
  authority, which has become final and nonappealable,  restraining,  enjoining or
  otherwise prohibiting the transactions  contemplated under this Agreement or (b)
  be no litigation  or proceeding  pending  against  PerfectData  or Merger Sub or
  Sona,  which, if decided  adversely to such party would materially and adversely
  affect the transactions contemplated by this Agreement. Immediately prior to the
  Effective Time, there shall be no governmental or self-regulatory  investigation
  or inquiry pending or threatened which might lead to or result in any litigation
  or proceeding of the nature referred to in the foregoing sentence.
  
       Section 7.8.  Compliance with Financial  Conditions.  All the Closing Date,
  the  Tangible  Net  Worth of  PerfectData  shall not be less  than  $750,000  as
  determined pursuant to Section 2.1(g) hereof.
  
       Section 7.9. Closing Certificates. Sona shall have furnished to PerfectData
  and Merger Sub such certificates  (executed by its principal  executive officer,
  its chief financial officer and its secretary to the best of his or her personal
  knowledge and  information)  to evidence its compliance  with the conditions set
  forth in this Article VII as may be reasonably requested by PerfectData.
  <PAGE>
  <PAGE>
  
  
                                    ARTICLE VIII
                              TERMINATION AND REMEDIES
  
       Section 8.1. Termination. This Agreement may be terminated as follows:
  
            (a) By mutual written consent of Sona and PerfectData.
  
            (b) By either Sona or PerfectData if a court of competent jurisdiction
  or other  governmental  entity  shall have issued an order,  decree or ruling or
  taken  any  other  action,   in  any  case  having  the  effect  of  permanently
  restraining, enjoining or otherwise prohibiting the Merger, which order, decree,
  ruling or other action is final and non-appealable.
  
            (c) By either Sona or  PerfectData  as  provided in Section  2.1(g)(i)
  hereof.
  
            (d) By Sona (i) at any  time if there  was a  material  breach  in any
  representation,  warranty,  covenant,  agreement or obligation of PerfectData or
  Merger Sub  contained  in this  Agreement  and is  incapable  of being  cured by
  PerfectData or is not actually cured within 15 days of written notice  delivered
  by Sona; (ii) at any time if PerfectData fails to comply in any material respect
  with any  provision  of  Article  V binding  upon it; or (iii) if Sona  provides
  written notice of termination as contemplated by Section 5.9 hereof.
  
            (e) By Sona,  upon written  notice given to  PerfectData if all of the
  conditions  precedent set forth in this Agreement to be performed by PerfectData
  or Merger Sub have not been so performed and are not capable of being  performed
  by April 15, 2005 (the  "Deadline  Date") unless the failure of such  occurrence
  shall be due to the failure of Sona.
  
            (f) By PerfectData  (i) at any time if there was a material  breach in
  any  representation,   warranty,  covenant,  agreement  or  obligation  of  Sona
  contained  in this  Agreement  and is incapable of being cured by Sona or is not
  actually cured within 15 days of written notice  delivered by PerfectData;  (ii)
  at any time if Sona fails to comply in any material  respect with any  provision
  of  Article V binding  upon it;  (iii) if the Final  Sona  Financial  Statements
  delivered  pursuant  to Section 7.6 hereof  are,  in the  reasonable  opinion of
  PerfectData,   materially  inconsistent  with  the  Preliminary  Sona  Financial
  Statements  delivered  pursuant to Section 4.8  hereof;  or (iv) if  PerfectData
  provides written notice of termination as contemplated by Section 5.9.
  
            (g) By  PerfectData,  upon written  notice given to Sona if all of the
  conditions  precedent  set forth in this  Agreement to be performed by Sona have
  not been so  performed  and are not capable of being  performed  by the Deadline
  Date  unless  the  failure  of such  occurrence  shall be due to the  failure of
  PerfectData.
  
       Section 8.2. Effect of Termination. Any termination of this Agreement under
  Section  8.1 hereof  shall be  effective  immediately  upon  delivery of a valid
  written notice from the terminating party to the other party, or, in the case of
  subsection  (a)  thereof,  by  delivery  of the  consent.  Termination  of  this
  Agreement  pursuant to Section 8 (other than a  termination  pursuant to Section
  8.1(a) hereof) shall not in any way terminate,  limit or restrict the rights and
  remedies of any party  against any other  party that has  violated,  breached or
  failed to satisfy any of the representations, warranties, covenants, agreements,
  conditions or other provisions of this
  <PAGE>
  <PAGE>
  
  Agreement  prior to termination  hereof.  No termination of this Agreement shall
  affect (i) the  confidentiality  obligations of the parties contained in Section
  9.4 hereof,  (ii) the fee payment and expense  reimbursement  obligations  under
  Section 5.9 hereof,  (iii) the reimbursement  obligations under Sections 8.3 and
  8.4 hereof, or (iv) the remedies under Section 8.5 and 8.6 hereof,  all of which
  obligations shall survive termination of this Agreement.
  
       Section 8.3. Termination Reimbursement Payment - PerfectData.  In the event
  that this  Agreement is terminated by Sona pursuant to Section  8.1(c),  Section
  8.1(d),  or  Section  8.1(e)  hereof,  PerfectData  shall  (a) pay to  Sona,  as
  liquidated  damages and not as a penalty,  the sum of $250,000 and (b) reimburse
  Sona for all of Sona's  out-of-pocket  expenses  incurred in connection with the
  transactions contemplated by this Agreement (including,  without limitation, the
  fees and expenses of Sona's legal  counsel and  accountants  and the expenses of
  Sona's  financial  advisors).  Such  payments  shall  be made in  cash,  by wire
  transfer  to an  account  designated  by  Sona,  within  five  Business  Days of
  PerfectData's receipt of appropriate documentation of Sona's fees and expenses.
  
       Section 8.4.  Termination  Reimbursement  Payment - Sona. In the event that
  this Agreement is terminated by PerfectData pursuant to Section 8.1(f) hereof or
  Section 8.1(g) hereof,  upon such termination Sona shall (a) pay to PerfectData,
  as  liquidated  damages  and  not as a  penalty,  the  sum of  $250,000  and (b)
  reimburse PerfectData for all of PerfectData's  out-of-pocket  expenses incurred
  in connection with the transactions  contemplated by this Agreement  (including,
  without  limitation,  the fees and expenses of  PerfectData's  legal counsel and
  accountants and the expenses of PerfectData's financial advisors).  Such payment
  shall be made in cash, by wire transfer to an account designated by PerfectData,
  within five  Business Days of Sona's  receipt of  appropriate  documentation  of
  PerfectData's fees and expenses.
  
       Section 8.5. Sona's Remedy. In the event that,  subsequent to the Effective
  Time and prior to the  issuance  of the  Additional  Shares to the  former  Sona
  shareholders  pursuant  to  Section  2.6(b)  hereof,  either  John Bush or Shawn
  Kreloff, currently officers,  directors and shareholders of Sona and, subsequent
  to the Merger,  officers,  directors  and  stockholders  of  PerfectData,  shall
  ascertain  that  PerfectData  has  materially   breached  one  or  more  of  its
  representations or warranties in this Agreement, which breach or breaches has or
  have resulted in losses,  costs, damages or expenses to PerfectData  aggregating
  at least  $50,000 or $25,000 in the case of any  adjustment  to the Tangible Net
  Worth,  then either John Bush or Shawn  Kreloff may request that the  Additional
  Shares be issued to the former Sona shareholders immediately,  even if the terms
  and conditions of Section 2.6(b) hereof for such issuance have not been complied
  with, and the Transfer Agent,  upon receipt of appropriate  instructions to such
  effect, shall issue the Additional Shares to the former shareholders of Sona.
  
       Section 8.6.  PerfectData's  Remedy.  In the event that,  subsequent to the
  Effective Time and prior to the issuance of the Additional  Shares to the former
  Sona  shareholders   pursuant  to  Section  2.6(b)  hereof,  Harris  A.  Shapiro
  ("Shapiro"),  currently an officer, director and stockholder of PerfectData and,
  subsequent to the Merger, only a security-holder of PerfectData, shall ascertain
  that  Sona  had  materially  breached  one or  more  of its  representations  or
  warranties in this  Agreement,  which breach or breaches has resulted in losses,
  costs, damages or expenses to PerfectData  aggregating at least $50,000, then he
  may request that the reserve for the Additional Shares be cancelled, even if the
  terms and conditions of Section 2.6(c) hereof for such
  <PAGE>
  <PAGE>
  
  cancellation  have not been complied with, and the Transfer Agent,  upon receipt
  of  appropriate  instructions  to such effect,  shall cancel the reserve for the
  Additional  Shares.  In the event that  Shapiro is unable or  declines to act as
  provided  in this  Section  8.6,  Corey P.  Schlossman,  currently a director of
  PerfectData and, after the Merger, only a security-holder of PerfectData,  shall
  act in lieu of Shapiro.
  
  
                                     ARTICLE IX
                                  OTHER PROVISIONS
  
       Section 9.1. Notices.  Any notice or other communication  required or which
  may be given  hereunder shall be in writing and either  delivered  personally to
  the addressee, by facsimile to the addressee or mailed,  certified or registered
  mail,  postage prepaid,  or by reputable  overnight courier service and shall be
  deemed given when so delivered personally,  sent by facsimile, or if mailed, two
  Business  Days  after the date of  mailing,  or if sent by  reputable  overnight
  courier service,  one Business Day after being sent as follows (or to such other
  person or address as a party may subsequently furnish to the other in writing):
  
                    if to Sona:
                                      Sona Mobile, Inc.
                                      Victoria Tower
                                      44 Victoria Street
                                      Suite 801
                                      Toronto Ontario M5C 1Y2
                                      Canada
                                      Attention:  Mr. John Bush
                                      Fax: (416) 866-2970
  
                    with a copy to:
  
                                      Morse, Zelnick, Rose & Lander  LLP
                                      405 Park Avenue South
                                      Suite 1401
                                      New York, New York 10022
                                      Attention:  Joel J. Goldschmidt, Esq.
                                      Fax: (212) 838-9190
  
                    if to PerfectData or Merger Sub:
  
                                      PerfectData Corporation
                                      1445 East Los Angeles Avenue
                                      Suite 208
                                      Simi Valley, CA 93065
                                      Attention: Mr. Harris A. Shapiro
                                      Fax: (805) 581-4574
  <PAGE>
  <PAGE>
  
                    with a copy to:
  
                                      Wachtel & Masyr, LLP
                                      110 East 59th Street
                                      New York, New York  10022
                                      Attention: Robert W. Berend, Esq.
                                      Fax: (212) 909-9445
  
  Any party may change its address by notice sent in accordance  with this Section
  9.1.
  
       Section 9.2.  Entire  Agreement.  This Agreement  (including the Disclosure
  Statements and Exhibits)  contains the entire  agreement  among the parties with
  respect  to the  transactions  contemplated  hereby  and  supersedes  all  prior
  agreements,   written  or  oral,  with  respect  thereto,   including,   without
  limitation,  the  letter of intent  dated  January  11,  2005  between  Sona and
  PerfectData.  The  Disclosure  Statements  and the  Exhibits  are a part of this
  Agreement as if set forth in full herein.
  
       Section 9.3. Amendment or Modification  Agreement;  Waiver.  This Agreement
  may be amended,  modified,  superseded,  renewed or extended,  and the terms and
  conditions  hereof may be  waived,  only by a written  instrument  signed by the
  parties or, in the case of a waiver, by the party waiving  compliance,  provided
  that no such  amendment or  modification  shall  materially  change any terms or
  conditions of this Agreement if such  alteration or change would  materially and
  adversely  affect  the  holders  of the Sona  Common  Stock,  the Sona  Series A
  Preferred  Stock or the  PerfectData  Common Stock.  No delay on the part of any
  party in exercising any right,  power or privilege  hereunder shall operate as a
  waiver  thereof,  nor  shall any  waiver on the part of any party of any  right,
  power or privilege  hereunder,  nor any single or partial exercise of any right,
  power or privilege hereunder,  preclude any other or further exercise thereof or
  the exercise of any other right, power or privilege hereunder.
  
       Section 9.4. Confidentiality;  Non-Disclosure. All information which is not
  public  knowledge  disclosed  heretofore  or hereafter by any party to any other
  party  (including  its  attorneys,  accountants  or  other  representatives)  in
  connection  with this  Agreement  (including the existence of this Agreement and
  the terms thereof) shall be kept confidential by such other party, and shall not
  be used by such  other  party  otherwise  than for use as  herein  contemplated,
  except to the extent (a) it is or hereafter  becomes public knowledge or becomes
  lawfully  obtainable  from other  sources,  including  from a third party who is
  under no obligation of  confidentiality to the party disclosing such information
  or to whom information was released without restriction, or (b) such other party
  is compelled to disclose such information by judicial or administrative  process
  or, in the opinion of its  counsel,  by other  requirements  of law, or (c) such
  duty as to confidentiality  and non-use is waived by the  non-disclosing  party.
  The  obligations  set forth in this Section 9.4 shall survive any termination of
  this  Agreement.  Notwithstanding  the foregoing,  the parties to this Agreement
  (and each employee,  representative  or other agent of the parties) may disclose
  to any and all persons,  without  limitation of any kind,  the tax treatment and
  tax structure provided for therein,  provided,  however,  that no party (nor any
  employee, representative, or other agent thereof) shall disclose any information
  to the extent that such disclosure could result in a violation of any federal or
  state securities law.
  <PAGE>
  <PAGE>
  
       Section 9.5. Investigations.  The respective representations and warranties
  of the  parties  contained  herein  or in any  certificates  or other  documents
  delivered  prior to or at the Closing  shall not be deemed  waived or  otherwise
  affected by the investigation made by a party hereto.
  
       Section   9.6.   Survival   of   Representations   and   Warranties.    The
  representations  and warranties of the parties contained in this Agreement shall
  survive the Closing and shall  terminate and be of no further force or effect as
  of the first anniversary of the Closing Date.
  
       Section 9.7.  Fees and  Expenses.  Except as otherwise  expressly  provided
  herein,  each party shall bear its respective legal,  accounting and other costs
  and expenses of any nature,  relating to or in connection with the  consummation
  of the  transactions  contemplated by this Agreement,  incurred by each of them,
  whether or not the Merger is consummated or this Agreement is terminated.
  
       Section 9.8  Cooperation;  Further Actions and Assurances.  At any time and
  from time to time,  each party agrees,  without further  consideration,  to take
  such  actions and to execute and deliver  such  documents  as may be  reasonably
  necessary to effectuate the purposes of this Agreement.
  
       Section  9.9.  Governing  Law.  This  Agreement  shall be governed  by, and
  construed  in  accordance  with,  the  internal  laws of the State of  Delaware,
  without  reference to any  principles  of conflicts or laws;  provided  that any
  matter involving the internal corporate affairs of Sona shall be governed by the
  laws of the State of Washington.
  
       Section 9.10. Assignment; Third Party Beneficiaries. Neither this Agreement
  nor any right,  interest or obligation  hereunder shall be assigned by any party
  hereto without the prior written  consent of the other  parties.  This Agreement
  shall be binding  upon and inure to the benefit of the parties  hereto and their
  respective  successors and permitted assigns.  This Agreement is not intended to
  confer any rights upon any person other than the parties to this Agreement.
  
       Section 9.11.  Counterparts.  This Agreement may be executed in two or more
  counterparts,  each of  which  shall  be  deemed  an  original  but all of which
  together shall constitute one and the same instrument.
  
       Section  9.12.  Interpretation.  The Article  and Section  headings in this
  Agreement  are for  reference  purposes only and shall not in any way affect the
  meaning or  interpretation  of this  Agreement.  The word  "including"  shall be
  deemed  to mean  "including  without  limitation"  and the  word  "or"  shall be
  inclusive.
  
       Section 9.13. Knowledge. For purposes of this Agreement,  "knowledge" as of
  any date that a  representation  or  warranty is given by a party shall mean the
  actual or  constructive  knowledge of the management of such party, at the level
  of vice president or above, and "knows" shall have a correlative meaning.
  
       Section 9.14. Rules of Construction.  Each party to this Agreement has been
  represented by counsel during the negotiation, preparation and execution of this
  Agreement and, therefore,
  <PAGE>
  <PAGE>
  
  waives any rule of  construction  that would  construe  ambiguities  against the
  party drafting the Agreement.
  
       Section 9.15.  Definition  of Business  Day.  When used in this  Agreement,
  "Business  Day"  shall mean any day other  than a  Saturday,  Sunday or a day on
  which  national  banks  are  authorized  to close  in the  City of Los  Angeles,
  California.
  
       IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
  first above written.
  
  
  PerfectData CORPORATION
  
  
  By:
  Name:    Harris A. Shapiro
  Title:   Chairman of the Board and Chief Executive Officer
  
  
  PERFECTDATA ACQUISITION CORPORATION
  
  
  By:
  Name:    Harris A. Shapiro
  Title:   Chairman of the Board and Chief Executive Officer
  
  
  SONA MOBILE, INC.
  
  
  By:
  Name:    John Bush
  Title:   President and Chief Executive Officer
  
  
  <PAGE>
  <PAGE>
  
  NEWS RELEASE : FOR IMMEDIATE RELEASE March 10, 2005
  
  For further information:
  
  PERFECTDATA CORPORATION             SONA MOBILE, INC.
  Harris A. Shapiro                   John Bush
  Chairman of the Board               President and CEO
  (805) 581-4006                      (416) 866-4100
  
  
  
                    PERFECTDATA CORPORATION AND SONA MOBILE, INC.
                       ENTER INTO DEFINITIVE MERGER AGREEMENT
  
  
  SIMI  VALLEY,  California,  March  10,  2005 - -  PerfectData  Corporation  (the
  "Company") (OTC Bulletin Board:  PERF.OB) and Sona Mobile,  Inc. announced today
  that they entered into a definitive Agreement and Plan of Merger.
  
  Sona  Mobile,  Inc.  (http://www.sonamobile.com),  founded in 2003,  through its
  wholly-owned  subsidiary,  Sona  Innovations,  Inc.,  provides  mobile  business
  solutions  through  a  comprehensive  suite of  wireless  solutions  that  allow
  enterprises to mobilize business applications rapidly and cost effectively. Sona
  Mobile,  Inc. has offices and subsidiaries in the United States,  Canada and the
  United Kingdom.
  
  Sona Mobile has  established  a reputation  as a leader in mobile  technologies,
  helping  enterprises  deliver  robust,  reliable,  and secure wireless access to
  critical, time-sensitive information.
  
  A key differentiator  that distinguishes Sona Mobile from its competitors is the
  Sona Wireless  Platform  (SWP).  Created  exclusively  for wireless  application
  development, the SWP is a wireless development platform that makes it easier and
  less   costly  to   develop   applications   that   deliver   new  or   existing
  mission-critical data to a broad spectrum of mobile devices.
  
  Beginning with its flagship product,  MobileMarketsTM,  which is marketed around
  the world as Telerate  Mobile,  Win  MobileMarketsTM  and EFO Mobile are used by
  some of the world's largest financial institutions.
  
  Under the terms of the Merger Agreement,  the shareholders of Sona Mobile,  Inc.
  initially  will own 80% of the  merged  entity  and could own an  additional  5%
  pursuant  to a formula  which is set forth in the Merger  Agreement.  Closing is
  subject to certain conditions precedent, so there can be no assurance as to when
  and if the contemplated transaction will be consummated.  However, management of
  both  companies  are  seeking  to close the  transaction  in late March or early
  April.
  
  <PAGE>
  <PAGE>
  
  "After a long search for a merger  candidate  which would  increase  stockholder
  value for the  PerfectData  stockholders,  we are very  pleased to execute  this
  Merger Agreement with Sona Mobile and look forward to a fruitful  relationship,"
  Harris A. Shapiro, PerfectData's Chairman and Chief Executive Officer, stated.
  
  "We look forward to  completing  our merger with  PerfectData,"  said John Bush,
  President  and CEO of Sona  Mobile,  Inc.  "We are  excited  at  being a  public
  company, which we believe will allow us to execute on our growth strategy."
  
                                        * * *
  
  The release herein may contain or identify a  forward-looking  statement.  These
  statements  are  based on a number  of  assumptions  and  estimates,  which  are
  inherently  subject to uncertainty and  contingencies,  many of which are beyond
  the  control of the  Company and reflect  future  business  decisions  which are
  subject to change.
  <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): March 7, 2005
  
                               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))
  INFORMATION TO BE INCLUDED IN REPORT
  
                  Section 1 - Registrant's Business and Operations
  
  Item 1.01.        Entry Into a Material Definitive Agreement.
  
       On March 7, 2005,  PerfectData  Corporation  (the  "Company")  executed  an
  Agreement and Plan of Merger dated as of March 7, 2005 (the "Merger  Agreement")
  by and among the Company, its recently  incorporated (in Delaware)  wholly-owned
  subsidiary PerfectData  Acquisition  Corporation ("Merger Sub") and Sona Mobile,
  Inc.  ("Sona").  A copy of the Merger Agreement (without exhibits and schedules)
  is filed as  Exhibit  10.1 to this  Report  and is  incorporated  herein by this
  reference.  The Company is not aware of any  material  relationship  between the
  Company  and its  affiliates  and Sona or any of its  affiliates  other than the
  Merger Agreement.
  
       As previously  reported,  Sona, which was incorporated in 2003 and which is
  headquartered  in Toronto,  Canada,  develops and markets data  applications for
  mobile  devices in the wireless  data market place that enable its customers to:
  (1) receive  streamed data real-time on a continuous  basis;  (2) execute secure
  transactions  in  real-time;   (3)  exchange  data  with  corporate  systems  in
  real-time;  and (4)  integrate  customers'  in-house  information  with publicly
  available information of news services such as Telerate.
  
       As previously reported,  effective June 1, 2004, Spray Products Corporation
  ("Spray")  had assumed full  responsibility  for  managing the  customers of the
  Company, so that all revenues therefrom were going to Spray and, after obtaining
  shareholder  consent,  on November 29, 2004, the related assets of the Company's
  operating business were sold to Spray. Also, as previously  reported,  the Board
  of Directors of the Company had  announced  its  intention  not to liquidate the
  Company,  but to continue its search for a merger  partner so as to add business
  operations to the Company.
  
       As previously  reported,  the Merger  Agreement  contemplates  that, at the
  Effective  Time (as defined) Sona would be merged into Merger Sub (the "Merger")
  and the holders of the Sona Common  Stock,  no par value,  and the Sona Series A
  Preferred  Stock,  no par  value,  would  exchange  such  shares for shares of a
  to-be-designated  Series A  Convertible  Preferred  Stock,  $.01 par value  (the
  "PerfectData  Series A Preferred  Stock"),  of the Company which, when converted
  into shares of the Company's Common Stock,  $.01 par value (the "Common Stock"),
  the  former  securityholders  of Sona  would  own,  or have the right to acquire
  (including by exercise of option, warrant or other right), such number of shares
  of the Common Stock as would constitute  approximately  80% of the shares of the
  Common Stock on a fully diluted basis as of the Closing Date (as defined).  Such
  percentages   of  the  Common  Stock   post-Merger   could   increase  (and  the
  corresponding percentage ownership of the pre-Merger stockholders of PerfectData
  decrease) if the Tangible Net Worth (as defined) of PerfectData is reduced below
  $1,100,000. A copy of the proposed Certificate of Designations,  Preferences and
  Rights of the Series A Preferred Stock (the  "Certificate of  Designations")  is
  filed as Exhibit  3(i)(2)  to this  Report  and is  incorporated  herein by this
  reference.  The Company's Certificate of Incorporation authorizes the Company to
  issue up to 2,000,000 shares of the Company's  Preferred  Stock,  $.01 par value
  (the "Preferred Stock"),  and 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 the 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. A copy
  of the Company's  Certificate of  Incorporation  is filed (by  incorporation  by
  reference) as Exhibit 3(i)(1) to this Report and is incorporated  herein by this
  reference.
  
       If the Merger is consummated,  the Merger Agreement  contemplates  that the
  former shareholders of Sona can earn additional shares of the Common Stock equal
  to 5% of the  shares  of the  Common  Stock on a fully  diluted  basis as of the
  Closing  Date (the  "Additional  Shares")  if  PerfectData  and  Merger Sub on a
  consolidated  basis have (1) revenues of at least  $3,000,000 and a gross profit
  margin of at least 50% for the fiscal year  ending  December  31, 2005  ("fiscal
  2005") or (2)  Aggregate  Revenues  (as  defined)  of at least  $12,000,000  and
  Aggregate  Gross Profit  Margin (as defined) of at least 50% for fiscal 2005 and
  the fiscal year ending December 31, 2006.
  
       As set forth in the Certificate of Incorporation, the holders of the Series
  A Preferred Stock would have, among others,  the following rights in addition to
  conversion rights:
  
       1.  Dividends - quarterly  non-cumulative  dividends  at the rate of 6% per
  annum when and if  declared by the  Company's  Board of  Directors  out of funds
  legally available therefore;
  
       2.  Liquidation  preference  per  share  -  equal  to the  dividend  of (a)
  $3,250,000  less the product of (i) the stated value of any shares of the Series
  A Preferred Stock previously  converted and the number of shares of the Series A
  Preferred Stock so converted divided by (b) the number of shares of the Series A
  Preferred Stock then outstanding;
  
       3. Rank - senior to the Common  Stock and any other  class or series of the
  capital  stock of the  Company  unless  the  holders  of 50% or more of the then
  outstanding shares of the Series A Preferred Stock consent otherwise;
  
       4. Voting rights - (a) the holders vote, as a single class with the holders
  of the Common Stock,  on all matters  submitted to a vote of, or the consent of,
  the holders of the Common Stock,  each holder of the Series A Preferred Stock to
  have that  number of votes equal to the  largest  number of whole  shares of the
  Common  Stock as to which such shares of the Series A  Preferred  Stock are then
  convertible,  and (b) the holders  vote as a separate  class on any matter which
  could have an adverse  effect on their  shares or as to which  their  consent is
  necessary; and
  
       5.  Mandatorily  convertible - mandatorily  convertible  into shares of the
  Common Stock upon the earlier to occur of (a) the authorization of the Company's
  stockholders  to an  amendment to the  Company's  Certificate  of  Incorporation
  increasing  the  authorized  shares of the Common  Stock to such number as, at a
  minimum,  would  permit  (i) the  conversion  of all the  shares of the Series A
  Preferred Stock and (ii) the issuance of the Additional  Shares or (b) the fifth
  anniversary of the Closing Date.
  
       The Merger Agreement also provides that, if the Merger is consummated,  all
  but one of the five current  directors of the Company and both of its  executive
  officers will resign and
  Sona will  designate  their  replacements.  The Company will file a  information
  statement  (the  "Information  Statement")  pursuant  to  Section  14(f)  of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14(f)
  promulgated thereunder with respect to the Sona designees and mail a copy of the
  Information  Statement  to its  stockholders  at  least  ten  days  prior to the
  anticipated Closing Date.
  
       If either  PerfectData or Sona terminates the Merger  Agreement  because of
  (1) the  material  breach  by the  other  party  of any of its  representations,
  warranties,  covenants,  agreements  or  obligations,  (2) the  other  party not
  fulfilling its conditions  precedent to closing or (3) the other party accepting
  a  Superior   Proposal  (as  defined)  from  an  unsolicited  third  party,  the
  terminating  party may  collect  from the other  party  $250,000  as  liquidated
  damages and not as a penalty and be reimbursed for its  out-of-pocket  expenses.
  In  addition,  Sona  has  delivered  to  PerfectData  a draft  of its  financial
  statements for its fiscal years ended December 31, 2003 ("fiscal 2003") and 2004
  ("fiscal  2004").  One of the  conditions  precedent in the Merger  Agreement to
  PerfectData closing is the delivery by Sona of audited financial  statements for
  fiscal 2003 and fiscal 2004.  If such audited  financial  statements  materially
  differ from the draft financial  statements,  then PerfectData may terminate the
  Merger  Agreement and be paid the  liquidated  damages and be reimbursed for its
  out-of-pocket expenses as aforesaid. The Merger Agreement also provides that, if
  the Tangible Net Worth of PerfectData is less than $750,000 on the Closing Date,
  either Sona or  PerfectData  may terminate the Merger  Agreement,  provided that
  PerfectData  pays  Sona  the  liquidated  damages  and  reimburses  Sona for its
  out-of-pocket  expenses as aforesaid.  PerfectData has the option,  prior to the
  Closing  Date,  to sell  shares of the  Common  Stock in order to  increase  its
  Tangible Net Worth.
  
       The parties  currently  anticipate  that the Closing Date will be scheduled
  right after the delivery of the Sona audited financial  statements  mentioned in
  the  preceding  paragraph  and  compliance  is made  with  Section  14(f) of the
  Exchange Act as  described  in the second  preceding  paragraph,  assuming  that
  compliance is made with the other  conditions  precedent set forth in Articles V
  and VI of the Merger Agreement  (including,  without  limitation,  obtaining the
  approval by the Sona  shareholders of the Merger  Agreement and the Merger),  or
  such compliance is waived (except as to such Sona shareholder approval).
  
       On March 10, 2005, the Company and Sona issued a press release with respect
  to the execution of the Merger  Agreement.  A copy of the press release is filed
  as Exhibit 10.2 to this Report and is incorporated herein by this reference.
  
                   Section 5 - Corporate Governance and Management
  
  Item 5.03.  Amendments to Articles of Incorporation or Bylaws:
              Change in Fiscal Year.
  
       (a) Not applicable.
  
       (b) The Merger Agreement provides that, if the Merger is consummated,  then
  at the  Effective  Time (i.e.,  when the Merger  becomes  effective  through the
  filing of a certificate  of merger in the State of  Delaware),  the Company will
  change its fiscal year from March 31 to December 31 to match that of Sona.  This
  change will be reflected  either in the Company's  Current Report on Form 8-K in
  which the audited  financial  statements  of Sona are filed or in the  Company's
  Quarterly  Report on Form  10-QSB for the quarter  ending  March 31, 2005 if the
  Effective Time is on or before March 31, 2005.  There is no transitional  period
  to be reported.
  Section 9- Financial Statements and Exhibits
  
  Item 9.01.        Financial Statements and Exhibits.
  
       (a) Financial Statements of Businesses Acquired.
  
       Not applicable.
  
       (b) Pro Forma Financial Information.
  
       Not applicable.
  
       (c) Exhibits.
  
  Number         Description of Exhibit
     3(i)(1)     Certificate of Incorporation of the Company.(1)
     3(i)(2)     Proposed Certificate of Designations, Preferences and Rights of
                 Series A Preferred Stock.(2)
      10.1       Agreement and Plan of Merger dated as of March 7, 2005 by and
                 among the Company, Merger Sub and Sona.(2)
      10.2       Press Release dated March 10, 2005. (2)
  
  ________________________
  
  (1)       Filed  by  incorporation  by  reference  to the  Company's  definitive
            Consent  Solicitation  Statement  dated  October  26, 2004 as filed on
            November 1, 2004.
  
  (2)       Filed herewith.
  
                                     SIGNATURES
  
       Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
  registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
                                                 PERFECTDATA CORPORATION
                                                    (Registrant)
  
  Date:  March 10, 2005                           By:  /s/ Irene J. Marino
                                                           Irene J. Marino
                                                           Vice President, Finance
  E-3
  
  E-1
  
  Number          Exhibits Filed with Report                                  Page
  
  3(i)(2)         Proposed Certificate of Designations, Preferences           E-2
                  and Rights of Series A Preferred Stock
  
  10.1            Agreement and Plan of Merger dated as of March 7,           E-14
                  2005 by and among the Company, Merger Sub and Sona.
  
  10.2            Press Release dated March 10, 2005                          E-26
  Exhibit E
                                                               to Merger Agreement
  
                            CERTIFICATE OF DESIGNATIONS,
                               PREFERENCES AND RIGHTS
  
                                         of
  
                        SERIES A CONVERTIBLE PREFERRED STOCK
  
                                         of
  
                               PERFECTDATA CORPORATION
  
                      (Pursuant to Section 151 of the Delaware
                              General Corporation Law)
  
  PerfectData Corporation,  a corporation organized and existing under the laws of
  the State of Delaware (the  "Corporation"),  hereby  certifies that, on February
  28, 2005, the Board of Directors of the Corporation (the "Board of Directors" or
  the  "Board")  pursuant to  authority  of the Board of  Directors as required by
  Section 151 of the Delaware General  Corporation Law, and in accordance with the
  provisions of its Certificate of Incorporation  and Bylaws,  each as amended and
  restated  through the date hereof,  has  authorized,  and hereby  authorizes,  a
  series of the  Corporation's  previously  authorized  Preferred Stock,  $.01 par
  value per share (the "Preferred  Stock"),  and hereby states the designation and
  number of  shares,  and fixes the  relative,  participating,  optional  or other
  special rights, preferences, privileges, powers and qualifications,  limitations
  or restrictions thereof as follows:
  
                             I. DESIGNATION AND AMOUNT
  
  The  designation  of this series,  which consists of _______ shares of Preferred
  Stock,  is the Series A  Convertible  Preferred  Stock (the  "Series A Preferred
  Stock").
  
                               II. CERTAIN DEFINITIONS
  
  For purposes of this Certificate of Designations, the following terms shall have
  the following meanings:
  
  A.   "Affiliate"  has the meaning  ascribed to such term in Rule 405 promulgated
       under the Securities Act of 1933, as amended.
  
  B.   "Business  Day"  means any day other  than  Saturday,  Sunday or any day on
       which  national  banks are authorized to be closed in the City of New York,
       New York.
  
  C.   "Common Stock" shall mean the  Corporation's  Common Stock,  $.01 par value
       per share.
  D.   'Conversion  Date' means,  for (i) any Optional  Conversion  (as defined in
       Article  IV,  Section  A  hereof),  the date  specified  in the  notice  of
       conversion in the form  attached  hereto (the "Notice of  Conversion'),  so
       long as a copy of the Notice of  Conversion is faxed (or delivered by other
       means  resulting in notice) to the  Corporation  before 5:00 p.m., New York
       City time, on the  Conversion  Date  indicated in the Notice of Conversion;
       provided,  however,  that,  if the Notice of  Conversion is not so faxed or
       otherwise delivered before such time, then the Conversion Date shall be the
       date the holder faxes or otherwise delivers the Notice of Conversion to the
       Corporation  and,  if the  Notice  of  Conversion  is  faxed  or  otherwise
       delivered  after 5:00  p.m.,  New York City time,  on the  Conversion  Date
       indicated in the Notice of  Conversion,  the  Conversion  Date shall be the
       next Business Day, and (ii) for any Mandatory  Conversion Event (as defined
       in  Article  IV,  Section  C  hereof)  that date  specified  in the  notice
       delivered  to the holders of the Series A Preferred  Stock being  converted
       pursuant to Article IV.C in the event that such Mandatory  Conversion Event
       occurs.
  
  E.   "Conversion  Price" means  initially  $____________  per share and shall be
       subject to adjustment as provided in Article VIII hereof.
  
  F.   "Corporate  Change" has the meaning  ascribed to such term in Article VIII,
       Section B hereof.
  
  G.   "Delivery  Period"  has the  meaning  ascribed  to such term in Article IV,
       Section B(i) hereof.
  
  H.   "DGCL"  has the  meaning  ascribed  to such term in Article  IX,  Section A
       hereof.
  
  I.   "Distribution"  has the  meaning  ascribed  to such term in  Article  VIII,
       Section C hereof.
  
  J.   "Dividend  Date" has the  meaning  ascribed  to such term in  Article  III,
       Section A hereof.
  
  K.   "Issuance Date" means, with respect to each share of the Series A Preferred
       Stock, the Closing Date (as defined) under the Merger Agreement dated as of
       March 7, 2005 by and among the  Corporation,  its  wholly-owned  subsidiary
       PerfectData   Acquisition   Corporation   and  Sona  Mobile  (the   "Merger
       Agreement")  pursuant to which such share of the Series A  Preferred  Stock
       will be issued.
  
  L.   "Junior  Securities"  has the  meaning  ascribed to such term in Article VI
       hereof.
  
  M.   "Liquidation  Event" has the meaning  ascribed to such term in Article VII,
       Section A hereof.
  
  N.   "Liquidation  Preference" has the meaning  ascribed to such term in Article
       VII, Section B hereof.
  
  O.   "Majority  Holders"  means the holders of more than fifty (50%)  percent of
       the then outstanding shares of the Series A Preferred Stock.
  P.   "Mandatory  Conversion  Event"  has the  meaning  ascribed  to such term in
       Article IV, Section C of this Certificate of Designations.
  
  Q.   "Market Price" means, for any security (including,  without limitation, the
       Common  Stock) as of any date,  the Closing  Price of such  security on the
       principal  Trading  Market on which such  security is included for trading;
       provided,  that,  if there is no trading in the  security  on a  particular
       Trading Day on the relevant  principal Trading Market, the Market Price for
       that day shall be the Market  Price on the last  preceding  Trading  Day on
       which there was trading in the security on the principal  Trading  Marking.
       "Closing Price" means on any particular date (i) the last reported  closing
       price per share of the  security  on such date on the  Trading  Market  (as
       reported by Bloomberg L.P. or any similar organization or agency succeeding
       to its functions of reporting  prices  ("Bloomberg") at 4:15 p.m. (New York
       time) as the last  reported  closing price for regular  session  trading on
       such day) or (ii) if there is no such price on such date,  then the closing
       price on the Trading  Market on the date  nearest  preceding  such date (as
       reported by Bloomberg at 4:15 p.m. (New York time) as the closing price for
       regular  session trading on such day), or (iii) if the security is not then
       listed or quoted on the Trading  Market and if prices for the  security are
       then reported in the "pink  sheets"  published by the Pink Sheets LLC (or a
       similar  organization  or agency  succeeding  to its functions of reporting
       prices ("Pink Sheets")), the most recent price per share of the security as
       reported,  or (iv) if the  shares  of the  security  are not then  publicly
       traded,  the fair market value of a share of the security as  determined in
       good faith by the Board of Directors of the  Company.  "Trading  Day" means
       (i) a day on which the security is traded on a Trading  Market,  or (ii) if
       the security is not quoted on a Trading Market, a day on which the security
       is quoted in the  over-the-counter  market as reported by the Pink  Sheets;
       provided,  that in the event that the  security  is not listed or quoted as
       set forth in (i), and (ii)  hereof,  then Trading Day shall mean a Business
       Day. "Trading Market" means the following markets or exchanges on which the
       security is listed or quoted for trading on the date in  question:  the OTC
       Bulletin Board,  the American Stock Exchange,  the New York Stock Exchange,
       the Nasdaq National Market or the Nasdaq SmallCap Market.
  
  R.   "Optional  Conversion" has the meaning ascribed to that term in Article IV,
       Section A of this Certificate of Designation.
  
  S.   "Pari Passu Securities' has the meaning ascribed to such term in Article VI
       hereof.
  
  T.   "Preferred  Stock  Certificates"  has the meaning  ascribed to such term in
       Article IV, Section B hereof.
  
  U.   "Reserved  Amount"  has the  meaning  ascribed  to such  term in  Article V
       hereof.
  
  V.   "Stated Value" means $_____ per share of the Series A Preferred Stock.
  III. PAYMENT OF DIVIDENDS
  
  A. Payment.  If and when declared by the Board of Directors of the  Corporation,
  in its sole  discretion,  a cash dividend  shall be payable on a  non-cumulative
  basis out of funds legally available  therefor,  at the rate of six percent (6%)
  per annum, as to each outstanding share of the Series A Preferred Stock on every
  successive  September 30, December 31, March 31 and June 30 (a "Dividend Date"),
  unless any such Dividend Date is a non-Business Day, in which event the dividend
  shall be payable on the next Business Day. Dividends for any period that is less
  than three (3) calendar months shall be pro-rated  based on a 365-day-year.  The
  Corporation  shall not  declare or pay any  dividend  for any  quarterly  period
  unless the Corporation has sufficient funds legally available for such purchase.
  
  B.  Record  Date.  When  and if the  Board of  Directors  declares  a  quarterly
  dividend, the dividend shall be payable to the holders of record of the Series A
  Preferred  Stock on the 15th day of the month (if a Business Day; if not, on the
  next Business Day) immediately preceding the respective Dividend Date or on such
  other  record date as shall be fixed by the Board of  Directors,  provided  that
  such  record  date  shall not be more than 60 or less than ten days prior to the
  dividend payment date.
  
                                   IV. CONVERSION
  
  A. Optional  Conversions.  Each holder of shares of the Series A Preferred Stock
  may, at any time and from time to time, convert (an "Optional  Conversion") each
  of his, her or its shares of the Series A Preferred Stock into a number of fully
  paid and nonassessable  shares of the Common Stock determined in accordance with
  the following formula:
  
                                    Stated Value
                                  Conversion Price
  
  In addition,  the holder shall receive with his, her or its shares of the Common
  Stock  accrued,  but  unpaid,dividends,  if any, on the  holder's  shares of the
  Series A Preferred Stock through the Conversion Date.
  
  B. Mechanics of Conversion.  In order to effect an Optional Conversion, a holder
  shall:  (x) fax (or otherwise  deliver) a copy of the fully  executed  Notice of
  Conversion to the  Corporation  (Attention:  its Secretary) and (y) surrender or
  cause to be surrendered the original certificates representing the shares of the
  Series A Preferred Stock being converted (the "Preferred  Stock  Certificates"),
  duly  endorsed,  along  with a copy  of the  Notice  of  Conversion  as  soon as
  practicable  thereafter  to the  Corporation  or its  agency  for such  purpose,
  including  the  Transfer  Agent for the Common  Stock,  as the  Corporation  may
  designate  to the holders of the Series A Preferred  Stock.  Upon receipt by the
  Corporation or its agency of a facsimile  copy of a Notice of Conversion  from a
  holder,  the Corporation  shall promptly send, via facsimile,  a confirmation to
  such holder stating that the Notice of Conversion  has been  received,  the date
  upon which the  Corporation  expects to deliver  the shares of the Common  Stock
  issuable upon such  conversion  and the name and  telephone  number of a contact
  person at the Corporation regarding the conversion. The Corporation shall not be
  obligated to issue shares of the Common Stock upon a
  conversion  unless either the Preferred Stock  Certificates are delivered to the
  Corporation as provided above, or the holder notifies the Corporation  that such
  Preferred Stock  Certificates  have been lost,  stolen or destroyed and delivers
  the documentation to the Corporation required by Article XI.B hereof.
  
       (i) Delivery of Common  Stock Upon  Conversion.  Upon the  surrender of the
  Preferred  Stock  Certificates  accompanied  by  a  Notice  of  Conversion,  the
  Corporation  (itself, or through its Transfer Agent for the Common Stock) shall,
  no later  than the later of (a) the  third  (3rd)  Business  Day  following  the
  Conversion  Date and (b) the Business Day following  the date of such  surrender
  (or, in the case of lost, stolen or destroyed  certificates,  after provision of
  indemnity pursuant to Article XI.B) (the "Delivery  Period"),  issue and deliver
  (i.e.,  deposit with a nationally  recognized  overnight courier service postage
  prepaid)  to the holder or its  nominee  (x) that number of shares of the Common
  Stock  issuable upon  conversion of such shares of the Series A Preferred  Stock
  being converted and (y) a certificate  representing  the number of shares of the
  Series A  Preferred  Stock  not being  converted,  if any.  Notwithstanding  the
  foregoing,  in no event shall the Company be required to effect a conversion  of
  shares of the Series A Preferred Stock into less than 1,000 shares of the Common
  Stock,  unless such  conversion  would result in the conversion of all shares of
  the Series A Preferred Stock then held by such holder.
  
       (ii) Taxes. The Corporation shall pay any and all taxes that may be imposed
  upon it with  respect to the  issuance  and delivery of the shares of the Common
  Stock upon the  conversion of shares of the Series A Preferred  Stock,  provided
  however,  that the Corporation shall not be required to pay any tax which may be
  payable in respect of any transfer  involved in the issuance and delivery of any
  shares of the  Common  Stock in a name  other  than the  holder of the  Series A
  Preferred Stock.
  
       (iii) No Fractional  Shares.  No fractional share of the Common Stock shall
  be issued upon  conversion of shares of the Series A Preferred  Stock.  If, as a
  result  of a  holder  converting  all of the  holder's  shares  of the  Series A
  Preferred  Stock, a fractional  share would  otherwise  result,  such fractional
  share shall instead be rounded up or down to the nearest  whole share.  If, as a
  result of a holder  converting  only part of the holder's shares of the Series A
  Preferred  Stock, a fractional  share would  otherwise  result,  such fractional
  share shall be disregarded and the holder shall receive the lower number of full
  shares;  provided,  however,  that such  fractional  share  shall be taken  into
  consideration  when the holder  converts  the holder's  remaining  shares of the
  Series A Preferred Stock.
  
       (iv)  Conversion  Disputes.  In the case of any dispute  with  respect to a
  conversion,  the  Corporation  shall promptly issue such number of shares of the
  Common Stock as are not disputed in accordance  with  subsection  (i) above.  If
  such dispute involves the calculation of the Conversion  Price, and such dispute
  is not  promptly  resolved by  discussion  between the  relevant  holder and the
  Corporation,  the  Corporation  shall  submit the  disputed  calculations  to an
  independent accounting firm (which firm may be the independent registered public
  accounting  firm for the  Corporation)  via facsimile  within three (3) Business
  Days of receipt of the Notice of Conversion.  The accounting firm shall promptly
  audit the  calculations and notify the Corporation and the holder of the results
  no later than three (3)  Business  Days from the date it receives  the  disputed
  calculations. The accounting firm's calculation shall be deemed
  conclusive,  absent  manifest  error.  The  Corporation  shall  then  issue  the
  appropriate  number of shares of the Common Stock in accordance  with subsection
  (i) above. The fees of the accounting firm shall be borne (i) by the Corporation
  if the holder's  calculation of the Conversion Price is closer to the accounting
  firm's calculation of the Conversion Price and (ii) by the holder if the reverse
  is true.
  
  C. Mandatory Conversion.  A Mandatory Conversion Event shall occur either (i) on
  the date on which  the  stockholders  of the  Corporation,  in  accordance  with
  Section  5.11 of the Merger  Agreement,  authorize  an increase in the number of
  authorized shares of the Common Stock in an amount sufficient at least to permit
  (a) the  conversion  of all shares of the Series A  Preferred  Stock and (b) the
  issuance of the Additional Shares (as such term is defined in Section 2.6 of the
  Merger Agreement) or (ii) on the fifth (5th) anniversary of the Issuance Date.
  
       (i) Notice to Holders. In the event that the Mandatory Conversion Event has
  occurred, the Corporation shall, not later than five (5) Business Days after the
  occurrence  thereof,  mail a notice to each of the then  holders of the Series A
  Preferred Stock  describing the Mandatory  Conversion  Event and requesting that
  the holder  surrender the certificate or  certificates  evidencing the shares at
  its then  principal  office or at its agency  designated for such purpose (which
  may be the Transfer Agent for the Common Stock).
  
       (ii)  Delivery  of  Common  Stock.  As  promptly  after  surrender  of  the
  certificate or certificates  evidencing  shares of the Series A Preferred Stock,
  the  Corporation  shall  issue and  deliver to a holder  or, on his,  her or its
  written order,  a permitted  transferee a certificate  or  certificates  for the
  number of full shares of the Common Stock  issuable upon an Optional  Conversion
  and an  adjustment,  as provided in Article IV, Section B(iii) hereof in respect
  of any fractional interest otherwise issuable upon such conversion.
  
       (iii) Dividends.  Notwithstanding  anything to the contrary in this Article
  IV, Section C, the Corporation  shall pay in cash accrued but unpaid  dividends,
  if any,  said payment to be made  simultaneously  with the delivery of shares of
  the Common Stock as provided in subsection (ii) of this Article IV, Section C.
  
       (iv) Effect of Mandatory Conversion Event. Effective upon the occurrence of
  a Mandatory  Conversion  Event, all rights of a holder of the Series A Preferred
  Stock as a holder of the Series A  Preferred  Stock  shall  cease and  terminate
  except the right to receive shares of the Common Stock as provided in subsection
  (ii)  of  this  Article  IV,  Section  C and to  receive  accrued,  but  unpaid,
  dividends,  as provided in  subsection  (iii) of this Article IV,  Section C and
  thereafter the holder shall be deemed to be a holder of the Common Stock for the
  number of shares as to which the holder's shares of the Series A Preferred Stock
  are convertible pursuant to this Article IV.
  
                      V. RESERVATION OF SHARES OF COMMON STOCK
  
  As promptly as practicable following the Issuance Date the Corporation shall use
  its best efforts to obtain stockholder approval of an increase in its authorized
  but  unissued  shares of Common  Stock in  accordance  with  Section 5.11 of the
  Merger Agreement and, upon such approval, shall
  reserve 110% of the number of shares of its  authorized  but unissued  shares of
  Common  Stock for  issuance  upon  conversion  of the Series A Preferred  Stock.
  Thereafter,  the number of  authorized  but  unissued  shares of Common Stock so
  reserved (the "Reserved Amount") shall at all times be sufficient to provide for
  the  conversion of all of the Series A Preferred  Stock  outstanding at the then
  current Conversion Price thereof.
  
                                      VI. RANK
  
  All  shares of the  Series A  Preferred  Stock  shall  rank (i) prior to (a) the
  Common  Stock and (b) any class or series of  capital  stock of the  Corporation
  hereafter created (unless,  with the consent of the Majority Holders, such class
  or series of capital stock specifically,  by its terms, ranks senior to, or pari
  passu with, the Series A Preferred Stock)  (collectively  with the Common Stock,
  "Junior Securities");  (ii) pari passu with any other class or series of capital
  stock of the  Corporation  hereafter  created  (with the written  consent of the
  Majority Holders)  specifically ranking, by its terms, on parity with the Series
  A Preferred Stock (the "Pari Passu  Securities");  and (iii) junior to any class
  or  series of  capital  stock of the  Corporation  hereafter  created  (with the
  written  consent of the Majority  Holders  obtained in accordance with Article X
  hereof)  specifically  ranking,  by its terms,  senior to the Series A Preferred
  Stock (collectively,  the "Senior Securities"),  in each case as to distribution
  of assets  upon  liquidation,  dissolution  or  winding  up of the  Corporation,
  whether voluntary or involuntary.
  
                             VII. LIQUIDATION PREFERENCE
  
  A. If the  Corporation  shall commence a voluntary  case under the U.S.  Federal
  bankruptcy laws or any other applicable  bankruptcy,  insolvency or similar law,
  or consent to the entry of an order for relief in an involuntary  case under any
  law  or to the  appointment  of a  receiver,  liquidator,  assignee,  custodian,
  trustee,  sequestrator (or other similar  official) of the Corporation or of any
  substantial  part of its property,  or make an assignment for the benefit of its
  creditors,  or admit in writing its inability to pay its debts generally as they
  become  due,  or if a decree or order for relief in  respect of the  Corporation
  shall  be  entered  by a  court  having  jurisdiction  in  the  premises  in  an
  involuntary case under the U.S. Federal  bankruptcy laws or any other applicable
  bankruptcy,  insolvency  or  similar  law  resulting  in  the  appointment  of a
  receiver,  liquidator,  assignee,  custodian,  trustee,  sequestrator  (or other
  similar official) of the Corporation or of any substantial part of its property,
  or ordering the winding up or liquidation of its affairs, and any such decree or
  order shall be unstayed and in effect for a period of 90  consecutive  days and,
  on account of any such event, the Corporation shall liquidate,  dissolve or wind
  up, or if the  Corporation  shall  otherwise  liquidate,  dissolve or wind up (a
  "Liquidation Event"), no distribution shall be made to the holders of any shares
  of capital stock of the  Corporation  (other than the preferences and privileges
  thereof,  if any) upon  liquidation,  dissolution  or  winding  up unless  prior
  thereto  the  holders  of shares of the  Series A  Preferred  Stock  shall  have
  received the  Liquidation  Preference  with respect to each share.  If, upon the
  occurrence  of  a  Liquidation   Event,  the  assets  and  funds  available  for
  distribution  among the holders of the Series A  Preferred  Stock and holders of
  the Pari Passu  Securities,  if any, shall be insufficient to permit the payment
  to such holders of the  preferential  amounts payable  thereon,  then the entire
  assets and funds of the Corporation  legally  available for  distribution to the
  Series  A  Preferred  Stock  and the Pari  Passu  Securities,  if any,  shall be
  distributed ratably among such shares in proportion to the ratio
  that  the  Liquidation  Preference  payable  on each  such  share  bears  to the
  aggregate Liquidation  Preference payable on all such shares. A Corporate Change
  shall not be deemed a Liquidation  Event  provided that  compliance is made with
  Article VIII, Section B hereof. The proposed transaction between the Corporation
  and  Sona  Mobile,  Inc.,  a  Washington  corporation,  shall  not be  deemed  a
  Liquidation Event or a Corporate Change.
  
  B.  The  "Liquidation  Preference"  with  respect  to a share  of the  Series  A
  Preferred Stock means an amount equal to the dividend of (i) $3,250,000 less the
  product of (a) the Stated  Value of any shares of the Series A  Preferred  Stock
  previously  converted  and (b) the  number of shares of the  Series A  Preferred
  Stock so  converted  divided  by (ii)  the  number  of  shares  of the  Series A
  Preferred Stock then outstanding.
  
                      VIII. ADJUSTMENTS TO THE CONVERSION PRICE
  
  The  Conversion  Price  shall be  subject  to  adjustment  from  time to time as
  follows:
  
  A. Stock Splits, Stock Dividends,  Etc. If, at any time on or after the Issuance
  Date,  the number of  outstanding  shares of the Common  Stock is increased by a
  stock split,  stock  dividend,  combination,  reclassification  or other similar
  event, the Conversion Price shall be  proportionately  reduced and the number of
  shares of the Common Stock  issuable upon  conversion  shall be  proportionately
  increased,  or if the  number  of  outstanding  shares  of the  Common  Stock is
  decreased by a reverse stock split,  combination or  reclassification of shares,
  or other similar event, the Conversion Price shall be proportionately  increased
  and the number of shares of the Common Stock issuable upon  conversion  shall be
  proportionately  decreased.  In such event,  the  Corporation  shall  notify the
  Corporation's  Transfer  Agent of such  change on or before the  effective  date
  thereof.
  
  B.  Adjustment  Due to  Merger,  Consolidation,  Etc.  If, at any time after the
  Issuance  Date,  there  shall  be (i)  any  reclassification  or  change  of the
  outstanding  shares of the Common  Stock  (other than a change in par value,  or
  from par  value to no par  value,  or from no par  value to par  value,  or as a
  result of a subdivision or combination), (ii) any consolidation or merger of the
  Corporation  with any other entity (other than a merger in which the Corporation
  is the surviving or continuing entity and its capital stock is unchanged), (iii)
  any  sale  or  transfer  of  all or  substantially  all  of  the  assets  of the
  Corporation or (iv) any share exchange  pursuant to which all of the outstanding
  shares of Common Stock are converted into other  securities or property (each of
  (i) - (iv) above being a "Corporate  Change"),  then the holders of the Series A
  Preferred Stock shall thereafter have the right to receive upon  conversion,  in
  lieu of the shares of the Common Stock otherwise issuable, such shares of stock,
  securities  and/or  other  property as would have been issued or payable in such
  Corporate Change with respect to, or in exchange for the number of shares of the
  Common Stock which would have been issuable upon  conversion  had such Corporate
  Change not taken place, and, in any such case,  appropriate  provisions (in form
  and substance  reasonably  satisfactory  to the Majority  Holders) shall be made
  with  respect  to the  rights  and  interests  of the  holders  of the  Series A
  Preferred Stock to the end that the economic value of the shares of the Series A
  Preferred  Stock is in no way diminished by such  Corporate  Change and that the
  provisions  hereof,  including,  without  limitation,  in the  case of any  such
  consolidation, merger or sale in which the successor entity or purchasing entity
  is not the Corporation,  an immediate adjustment shall be made to the Conversion
  Price so that
  the Conversion  Price  immediately  after the Corporate Change reflects the same
  relative value as compared to the value of the surviving  entity's  common stock
  that existed  between the  Conversion  Price and the value of the  Corporation's
  Common Stock immediately  prior to such Corporate Change.  The Corporation shall
  not effect any  Corporate  Change  unless the  resulting  successor or acquiring
  entity  (if not the  Corporation)  assumes by  written  instrument  (in form and
  substance  reasonable  satisfactory to the Majority  Holders) the obligations of
  this Certificate of Designations. The above provisions shall apply regardless of
  whether or not there would have been a sufficient number of shares of the Common
  Stock authorized and available for issuance upon conversion of the shares of the
  Series A Preferred  Stock  outstanding as of the date of such  transaction,  and
  shall similarly apply to successive reclassifications,  consolidations, mergers,
  sales, transfers or share exchanges.
  
  C. Adjustment Due to Distribution.  If, at any time after the Issuance Date, the
  Corporation  shall declare or make any  distribution of its assets (or rights to
  acquire  its  assets) to holders  of the Common  Stock as a partial  liquidating
  dividend,  by way of return of capital or otherwise  (including  any dividend or
  distribution to the  Corporation's  stockholders in cash or shares (or rights to
  acquire  shares)  of  capital  stock of a  subsidiary  (i.e.,  a  spin-off))  (a
  "Distribution"),  then the  holders of the  Series A  Preferred  Stock  shall be
  entitled,  upon any  conversion of shares of the Series A Preferred  Stock after
  the date of record for determining  stockholders  entitled to such Distribution,
  to receive the amount of such assets which would have been payable to the holder
  with respect to the shares of the Common Stock issuable upon such conversion had
  such  holder  been the holder of such  shares of the Common  Stock on the record
  date for the determination of stockholders entitled to such Distribution. If the
  Distribution involves rights, warrants, options or any other form of convertible
  securities and the right to exercise or convert such securities  would expire in
  accordance  with its terms  prior to the  conversion  of the Series A  Preferred
  Stock,  then the terms of such  securities  shall  provide that such exercise or
  convertibility  right  shall  remain in effect  until 30 days after the date the
  holder of the Series A Preferred Stock receives such securities  pursuant to the
  conversion hereof.
  
  D. Other Action Affecting  Conversion Price. If the Corporation takes any action
  affecting  the  Common  Stock  after the date  hereof  that  would be covered by
  Article  VIII,  Sections A through C, but for the manner in which such action is
  taken or  structured,  which would in any way diminish the value of the Series A
  Preferred  Stock,  then the Conversion Price shall be adjusted in such manner as
  the Board of Directors of the  Corporation  shall in good faith  determine to be
  equitable under the circumstances.
  
                                  IX. VOTING RIGHTS
  
  A. General. Except as otherwise expressly provided elsewhere in this Certificate
  of Designations or as otherwise required by the Delaware General Corporation Law
  (the "DGCL"),  (i) each holder of the Series A Preferred Stock shall be entitled
  to  vote  on  all  matters  submitted  to a  vote  of  the  stockholders  of the
  Corporation  and shall be  entitled to that number of votes equal to the largest
  number of whole  shares of the Common Stock into which such  holder's  shares of
  Series A  Preferred  Stock could be  converted  pursuant  to the  provisions  of
  Article  IV hereof at the  record  date for the  determination  of  stockholders
  entitled to vote on such matters or, if no such record date is  established,  at
  the date such vote is taken or any written consent of
  stockholders is solicited,  and (ii) except as otherwise  provided  herein,  the
  holders of shares of the Series A  Preferred  Stock and the Common  Stock  shall
  vote together (or tender  written  consents in lieu of a vote) as a single class
  on all  matters  submitted  for a vote or  consent  to the  stockholders  of the
  Corporation.
  
  B. Notification. The Corporation shall provide each holder of Series A Preferred
  Stock with prior  notification of any meeting of the stockholders (and copies of
  proxy materials and other information sent to holders of the Common Stock) and a
  brief  statement  regarding  the business to be transacted at the meeting to the
  extent known at such time,  at least 20 days prior to the date of the meeting or
  other formal action of shareholders (or 20 days prior to the consummation of the
  transaction or event if a transaction or  fundamental  corporate  event is to be
  voted  upon,  whichever  is  earlier,  but  in  no  event  earlier  than  public
  announcement  of such  proposed  transaction).  Mailing  of the proxy or consent
  solicitation   material  to  the  holders  of  the  Series  A  Preferred   Stock
  simultaneously  with the  mailing of such  material to the holders of the Common
  Stock shall be deemed in complete satisfaction of the Corporation's notification
  obligation hereunder.
  
  C. Class  Voting.  To the extent  that under the DGCL the vote of the holders of
  the  Series A  Preferred  Stock,  voting  separately  as a class or  series,  as
  applicable,  is required to  authorize a given  action of the  Corporation,  the
  affirmative  vote or consent of the Majority Holders (except as otherwise may be
  required  under the DGCL) shall  constitute  the  approval of such action by the
  class.
  
                              X. PROTECTION PROVISIONS
  
  So long as any  shares of the  Series A  Preferred  Stock are  outstanding,  the
  Corporation  shall not without first  obtaining the approval (by vote or written
  consent, as provided by the DGCL) of the Majority Holders:
  
       (i) alter or change the rights,  preferences  or privileges of the Series A
  Preferred Stock, whether through merger, sale, consolidation or otherwise;
  
       (ii) alter or change the rights,  preferences  or privileges of any capital
  stock of the Corporation so as to affect adversely the Series A Preferred Stock,
  whether through merger, sale, consolidation or otherwise;
  
       (iii) create any Senior Securities;
  
       (iv) create any Pari Passu Securities;
  
       (v)  increase or decrease the  authorized  number of shares of the Series A
  Preferred Stock;
  
       (vi) issue any shares of Senior Securities or Pari Passu Securities;
  
       (vii)  redeem  or  repurchase,   or  declare  or  pay  any  cash  dividend,
  distribution  or  interest  on,  any  Junior  Securities  or  other  outstanding
  securities of the Company, except pursuant
  to this  Certificate of Designations  or for  repurchases  pursuant to an equity
  incentive plan approved by the Corporation's Board of Directors in good faith;
  
       (viii)  permit any  subsidiary  now or  hereinafter  existing  to issue any
  securities, other than to the Corporation; or
  
       (ix) amend the Corporation's Certificate of Incorporation or Bylaws.
  
  Furthermore, notwithstanding the foregoing, no change pursuant to this Article X
  shall be effective to the extent that, by its terms, it applies to less than all
  of the holders of shares of Series A Preferred Stock then outstanding.
  
                                  XI. MISCELLANEOUS
  
  A.  Cancellation of the Series A Preferred  Stock. If any shares of the Series A
  Preferred  Stock are  converted  pursuant  to Article  IV hereof,  the shares so
  converted  shall be  canceled,  shall  return to the status of  authorized,  but
  unissued shares of the Preferred Stock of no designated series, and shall not be
  issuable by the Corporation as shares of the Series A Preferred Stock.
  
  B. Lost or Stolen Certificates.  Upon receipt by the Corporation of (i) evidence
  of  the  loss,   theft,   destruction  or  mutilation  of  any  Preferred  Stock
  Certificate(s)  and  (ii) (y) in the case of  loss,  theft  or  destruction,  of
  indemnity  (without any bond or other security)  reasonably  satisfactory to the
  Corporation,  or (z) in the case of mutilation,  upon surrender and cancellation
  of the Preferred Stock Certificate(s), the Corporation shall execute and deliver
  new  Preferred  Stock  Certificate(s)  of like  tenor  and  date.  However,  the
  Corporation  shall not be  obligated  to reissue  such lost or stolen  Preferred
  Stock Certificate(s) if the holder contemporaneously requests the Corporation to
  convert such Series A Preferred Stock or in the event of a Mandatory  Conversion
  Event.
  
  C. Status as Stockholder.  Upon submission of a Notice of Conversion by a holder
  of the Series A Preferred  Stock, (i) the shares covered thereby (other than the
  shares,  if any, which cannot be issued because their issuance would exceed such
  holder's  allocated  portion of the Reserved  Amount) shall be deemed  converted
  into shares of the Common Stock and (ii) the holder's rights as a holder of such
  converted  shares of the Series A Preferred  Stock  shall  cease and  terminate,
  excepting only the right to receive  certificates  for such shares of the Common
  Stock and to any remedies  provided  herein or otherwise  available at law or in
  equity to such holder because of a failure by the Corporation to comply with the
  terms of this Certificate of Designations.  Notwithstanding the foregoing,  if a
  holder has not received certificates for all shares of the Common Stock prior to
  the sixth (6th)  Business Day after the  expiration of the Delivery  Period with
  respect to a  conversion  of the Series A Preferred  Stock for any reason,  then
  (unless  the  holder  otherwise  elects to retain  its status as a holder of the
  Common Stock by so notifying the Corporation within five (5) Business Days after
  the  expiration  of such six  (6)-Business-Day  period after  expiration  of the
  Delivery  Period) the holder shall regain the rights of a holder of the Series A
  Preferred Stock with respect to such unconverted shares
  of the  Series  A  Preferred  Stock  and  the  Corporation  shall,  as  soon  as
  practicable,  return such  unconverted  shares to the holder.  In all cases, the
  holder shall retain all of its rights and remedies for the Corporation's failure
  to convert shares of the Series A Preferred Stock.
  
  D.  Transfer.  Subject  to  applicable  law  and  the  legend,  if  any,  on the
  certificate(s)  to  be  transferred,   the  Series  A  Preferred  Stock  may  be
  transferred at any time and from time to time by the holder thereof.
  
  E.  Remedies   Cumulative.   The  remedies   provided  in  this  Certificate  of
  Designations shall be cumulative and in addition to all other remedies available
  under this Certificate of Designations,  at law or in equity (including a decree
  of specific  performance  and/or other  injunctive  relief),  and nothing herein
  shall  limit a holder's  right to pursue  actual  damages for any failure by the
  Corporation to comply with the terms of this  Certificate of  Designations.  The
  Corporation  acknowledges that a breach by it of its obligations  hereunder will
  cause  irreparable  harm to the holders of the Series A Preferred Stock and that
  the  remedy  at law for any  such  breach  may be  inadequate.  The  Corporation
  therefore agrees, in the event of any such breach or threatened breach, that the
  holders of the Series A Preferred  Stock shall be  entitled,  in addition to all
  other available remedies, to an injunction  restraining any breach,  without the
  necessity of showing  economic loss and without any bond or other security being
  required.
  
       IN WITNESS WHEREOF,  this Certificate of Designations is executed on behalf
  of the Corporation this _____ day of ___________, 2005.
  
  PERFECTDATA CORPORATION
  
  By: /s/ Harris A. Shapiro
  Name:  Harris Shapiro
  Title:  Chairman of the Board & Chief Executive Officer
  NOTICE OF CONVERSION
  
                      (To be Executed by the Registered Holder
                  in order to Convert the Series A Preferred Stock)
  
       The undersigned hereby irrevocably elects to convert ____________ shares of
  Series A Preferred Stock (the  "Conversion"),  represented by stock  certificate
  No(s).  ___________(the  "Preferred Stock Certificates"),  into shares of common
  stock  (the  "Common  Stock")  of  PerfectData   Corporation  according  to  the
  conditions of the  Certificate of  Designations,  Preferences  and Rights of the
  Series  A  Convertible  Preferred  Stock,  as of  the  date  written  below.  If
  securities are to be issued in the name of a person other than the  undersigned,
  the undersigned will pay all transfer taxes payable with respect thereto. No fee
  will be charged to the holder for any conversion,  except for transfer taxes, if
  any. Each Preferred  Stock  Certificate is attached hereto (or evidence of loss,
  theft or destruction thereof).
  
       The  undersigned  acknowledges  and agrees that all offers and sales by the
  undersigned of the securities issuable to the undersigned upon conversion of the
  Series A Preferred Stock have been or will be made only pursuant to an effective
  registration  of the  transfer of the Common Stock under the  Securities  Act of
  1933,  as amended (the "Act"),  or pursuant to an  exemption  from  registration
  under the Act.
  
                                        Date of Conversion:
  
                                        Applicable Conversion Price:
  
                                        Signature:
  
                                        Name:
  
                                        Address:
  AGREEMENT AND PLAN OF MERGER
  
                              DATED AS OF MARCH 7, 2005
  
                                    BY AND AMONG
  
                               PERFECTDATA CORPORATION
  
                         PERFECTDATA ACQUISITION CORPORATION
  
                                         AND
  
                                  SONA MOBILE, INC.
  TABLE OF CONTENTS
  Page
  ARTICLE I                THE MERGER...............................................................................1
     1.1              The Merger....................................................................................1
     1.2              The Closing; Effective Time...................................................................2
  
  ARTICLE II               CONVERSION OF SHARES.....................................................................3
     2.1              Conversion of Shares..........................................................................3
     2.2              Exchange of Certificates......................................................................6
     2.3              Stock Transfer................................................................................8
     2.4              Lost, Stolen or Destroyed Certificates........................................................8
     2.5              Tax Consequences..............................................................................9
     2.6              Additional Shares of PerfectData Common Stock.................................................9
  
  ARTICLE III              REPRESENTATIONS AND WARRANTIES OF PERFECTDATA and MERGER SUB............................10
     3.1              Organization.................................................................................10
     3.2              Subsidiaries.................................................................................10
     3.3              Good Standing................................................................................10
     3.4              Validity.....................................................................................10
     3.5              No Conflict..................................................................................11
     3.6              Capitalization...............................................................................11
     3.7              Obligations with Respect to Capital Stock....................................................12
     3.8              Financial Statements.........................................................................12
     3.9              No Undisclosed Liabilities...................................................................12
     3.10             Absence of Certain Changes or Events Since December 31, 2004.................................12
     3.11             SEC Filings..................................................................................14
     3.12             Contracts and Commitments....................................................................14
     3.13             Title to Property............................................................................15
     3.14             Environmental................................................................................15
     3.15             Bank and Other Accounts......................................................................16
     3.16             Guarantees...................................................................................16
     3.17             Insurance....................................................................................16
     3.18             Tax Matters..................................................................................17
     3.19             Employee Benefits............................................................................18
     3.20             Certain Advances.............................................................................20
     3.21             Licenses and Permits.........................................................................20
     3.22             Proprietary Rights...........................................................................20
     3.23             Labor and Employment Matters.................................................................21
     3.24             Compliance with Law..........................................................................21
     3.25             Litigation...................................................................................21
     3.26             Board Recommendation.........................................................................22
     3.27             Underlying Documents.........................................................................22
  3.28             Brokers or Finders...........................................................................22
     3.29             Foreign Corrupt Practices Act................................................................22
     3.30             Disclosure of Material Facts.................................................................22
  
  ARTICLE IV               REPRESENTATIONS AND WARRANTIES OF SONA..................................................23
     4.1              Organization.................................................................................23
     4.2              Subsidiaries.................................................................................23
     4.3              Good Standing................................................................................23
     4.4              Validity.....................................................................................23
     4.5              No Conflict..................................................................................24
     4.6              Capitalization...............................................................................24
     4.7              Obligations with Respect to Capital Stock....................................................24
     4.8              Financial Statements.........................................................................24
     4.9              No Undisclosed Liabilities...................................................................25
     4.10             Absence of Certain Changes Events Since December 31, 2004....................................25
     4.11             Contracts and Commitments....................................................................26
     4.12             Title to Property............................................................................27
     4.13             Environmental................................................................................27
     4.14             Bank Accounts................................................................................28
     4.15             Guarantees...................................................................................28
     4.16             Insurance....................................................................................28
     4.17             Tax Matters..................................................................................28
     4.18             Employee Benefits............................................................................30
     4.19             Certain Advances.............................................................................31
     4.20             Licenses and Permits.........................................................................31
     4.21             Proprietary Rights...........................................................................32
     4.22             Labor and Employment.........................................................................32
     4.23             Compliance with Law..........................................................................32
     4.24             Litigation...................................................................................32
     4.25             Board Recommendation.........................................................................33
     4.26             Underlying Documents.........................................................................33
     4.27             Brokers or Finders...........................................................................33
     4.28             Foreign Corrupt Practices Act................................................................33
     4.29             Disclosure of Material Facts.................................................................34
  
  ARTICLE V                COVENANTS...............................................................................34
     5.1              Conduct of Business Prior to Closing.........................................................34
     5.2              Stockholder Approval.........................................................................37
     5.3              Updating of the Disclosure Schedules.........................................................38
     5.4              Access to Information........................................................................38
     5.5              Fulfillment of Conditions and Covenants......................................................39
     5.6              Public Announcements.........................................................................39
     5.7              Consents.....................................................................................39
     5.8              Certain Notifications........................................................................39
     5.9              No Solicitation..............................................................................39
     5.10             SEC Filings..................................................................................41
  5.11             PerfectData Stockholders' Meeting............................................................42
     5.12             PerfectData Directors........................................................................42
     5.13             Sona Salary Payments.........................................................................42
  
  ARTICLE VI               CONDITIONS To OBLIGATIONS OF SONA.......................................................43
     6.1              Performance..................................................................................43
     6.2              Representations and Warranties...............................................................43
     6.3              Material Adverse Change......................................................................43
     6.4              Stockholder Approval.........................................................................43
     6.5              Legal Opinion................................................................................43
     6.6              Other Consents...............................................................................43
     6.7              Resignations.................................................................................43
     6.8              Compliance with Financial Conditions.........................................................44
     6.9              PerfectData Employees........................................................................44
     6.10             Stock Purchase Agreement.....................................................................44
     6.11             Consulting Agreement.........................................................................44
     6.12             Shapiro Employment Agreement.................................................................44
     6.13             Schlossman Claims............................................................................44
     6.14             Perfect Data 1999 Authoriation...............................................................45
     6.15             Stock Trading................................................................................45
     6.16             No Litigation................................................................................45
     6.17             Closing Certificates.........................................................................45
  
  ARTICLE VII              CONDITIONS TO OBLIGATION OF PERFECTDATA AND MERGER SUB..................................45
     7.1              Performance..................................................................................45
     7.2              Representations and Warranties...............................................................45
     7.3              Legal Opinion................................................................................45
     7.4              Shareholder Approval.........................................................................45
     7.5              Other Consents...............................................................................46
     7.6              Sona Financial Statements....................................................................46
     7.7              No Litigation................................................................................46
      7.8             Compliance with Financial Condition..........................................................46
     7.9              Closing Certificates.........................................................................46
  
  ARTICLE VIII             termination AND REMEDIES................................................................47
     8.1              Termination..................................................................................47
     8.2              Effect of Termination........................................................................47
     8.3              Termination Reimbursement Payment - PerfectData..............................................48
     8.4              Termination Reimbursement Payment - Sona.....................................................48
     8.5              Sona's Remedy................................................................................48
     8.6              PerfectData's Remedy.........................................................................48
  
  ARTICLE ix               OTHER PROVISIONS........................................................................49
     9.1              Notices......................................................................................49
     9.2              Entire Agreement.............................................................................50
  9.3              Amendment or Modification Agreement; Waiver..................................................50
     9.4              Confidentiality; Non-Disclosure..............................................................50
     9.5              Investigations...............................................................................51
     9.6              Survival of Representations and Warranties...................................................51
     9.7              Fees and Expenses............................................................................51
     9.8              Cooperation; Further Actions and Assurances..................................................51
     9.9              Governing Law................................................................................51
     9.10             Assignment; Third Party Beneficiaries........................................................51
     9.11             Counterparts.................................................................................51
     9.12             Interpretation...............................................................................51
     9.13             Knowledge....................................................................................51
     9.14             Rules of Construction........................................................................51
     9.15             Definition of Business Day...................................................................52
  
                                       Exhibits to Agreement and Plan of Merger
  
  Exhibit                    Description
  
  A                 Directors and Officers of PerfectData and Merger Sub Post Closing
  B                 Merger Sub's Certificate of Incorporation
  C                 Merger Sub's Bylaws
  D                 PerfectData's Certificate of Incorporation
  E                 PerfectData's Certificate of Designations Relating to PerfectData Series A Preferred Stock
  F                 PerfectData's Bylaws
  G                 PerfectData's Legal Counsel Opinion
  H                 Sona's Legal Counsel Opinion
  AGREEMENT AND PLAN OF MERGER
  
       THIS AGREEMENT AND PLAN OF MERGER (this  "Agreement")  is dated as of March
  7, 2005 and is by and among  PerfectData  Corporation,  a  Delaware  corporation
  ("PerfectData"), PerfectData Acquisition Corporation, a Delaware corporation and
  wholly- owned subsidiary of PerfectData ("Merger Sub"), and Sona Mobile, Inc., a
  Washington corporation ("Sona").
  
  RECITALS
  
       WHEREAS, the respective Boards of Directors of PerfectData,  Merger Sub and
  Sona have approved this  Agreement and have approved and declared  advisable the
  merger  transaction  pursuant  to which Sona will be merged with and into Merger
  Sub  on  the  terms  and  conditions  contained  herein  (the  "Merger")  and in
  accordance  with  applicable law and have determined that the Merger is fair to,
  and in the best interest of, their respective stockholders;
  
       WHEREAS, pursuant to the Merger, among other things, the outstanding shares
  of the common  stock,  no par value,  of Sona (the "Sona Common  Stock") and the
  Series A Redeemable  Convertible  Preferred  Stock,  no par value,  of Sona (the
  "Sona Series A Preferred  Stock")  shall be converted  into the right to receive
  shares of the Series A Voting  Convertible  Preferred Stock,  $.01 par value, of
  PerfectData (the  "PerfectData  Series A Preferred Stock") at the rate set forth
  herein;
  
       WHEREAS,  PerfectData, as the sole stockholder of Merger Sub, has agreed to
  approve and adopt this Agreement and approve the Merger on behalf of Merger Sub;
  
       WHEREAS, for United States federal income tax purposes,  the parties intend
  that the  Merger  qualify  as a  reorganization  within  the  meaning of Section
  368(a)(2)(D) of the Internal Revenue Code of 1986, as amended (the "Code"); and
  
       WHEREAS,   each  of  the   parties   hereto   desires   to   make   certain
  representations,  warranties,  covenants and  agreements in connection  with the
  Merger and to prescribe various conditions to the Merger;
  
       NOW,  THEREFORE,  in  consideration  of  the  representations,  warranties,
  covenants and  agreements  contained  herein,  and intending to be legally bound
  hereby, the parties to this Agreement agree as follows:
  
                                      ARTICLE I
                                     THE MERGER
  
       Section 1.1. The Merger.  Upon the terms and subject to the  conditions  of
  this Agreement,  at the Effective Time (as defined in Section 1.2(b) hereof) and
  in accordance  with the  applicable  terms of state law, (a) Sona will be merged
  with and into Merger Sub,  whereupon the separate  existence of Sona shall cease
  and Merger Sub shall be the surviving  corporation in the Merger (the "Surviving
  Corporation").
  Section 1.2.      The Closing; Effective Time.
  
            (a) The closing of the Merger and the other transactions  contemplated
  by  this  Agreement  (the  "Closing")   shall  take  place  at  the  offices  of
  PerfectData's counsel, Wachtel & Masyr, LLP, in New York, New York, on such date
  as may be mutually  agreed upon in writing by PerfectData  and Sona. The date on
  which the Closing actually occurs shall be the "Closing Date."
  
            (b) At the Closing,  the parties shall cause appropriate  certificates
  of merger with respect to the Merger to be executed and filed with the Secretary
  of State of the State of  Delaware  and the  Secretary  of State of the State of
  Washington,  each  in  accordance  with  applicable  state  law.  In  connection
  therewith,  the  Surviving  Corporation  shall change its name to "Sona  Mobile,
  Inc." and, after PerfectData  stockholder  approval therefor,  PerfectData shall
  change  its name to "Sona  Mobile  Holdings,  Inc." or such other name as may be
  recommended  by the Board of Directors of  PerfectData.  The Merger shall become
  effective  immediately following the time when the certificate of merger for the
  Merger has been duly filed with,  and  accepted  by, the  Secretary  of State of
  Delaware,  or such later time as may be specified in such  certificate of merger
  (the "Effective Time").
  
            (c) At the  Closing,  four  of the  five  directors  and  each  of the
  executive  officers of  PerfectData  and each of the  directors  and officers of
  Merger Sub shall resign (except for such officers as Sona may reasonably request
  to continue in service to  facilitate  the  Closing  and the  transition  of new
  management)   and  the  directors  and  executive   officers  of  the  Surviving
  Corporation  shall be those  persons  identified  on  Exhibit  A hereto  and the
  directors  and  executive   officers  of  PerfectData  shall  be  those  persons
  designated by Sona (except for the PerfectData director remaining in office) and
  identified in Exhibit A.
  
            (d) At the Effective  Time, the  Certificate of  Incorporation  of the
  Surviving Corporation (the "Surviving Corporation Charter") shall be in the form
  attached  hereto as Exhibit  B, and shall  continue  in force and  effect  until
  amended in accordance with its terms and applicable law.
  
            (e) At the Effective  Time,  the Bylaws of the  Surviving  Corporation
  (the  "Surviving  Corporation  Bylaws") shall be in the form attached  hereto as
  Exhibit C, and shall  continue in force and effect until  amended in  accordance
  with its terms,  the terms of the Surviving  Corporation  Charter and applicable
  law.
  
            (f) At  the  Effective  Time,  the  Certificate  of  Incorporation  of
  PerfectData (the "PerfectData  Charter") shall be in the form attached hereto as
  Exhibit  D, as  amended  by the  Certificate  of  Designations  to be  filed  by
  PerfectData  on  or  prior  to  the  Closing  Date  designating  shares  of  the
  PerfectData Preferred Stock, $.01 par value (the "PerfectData Preferred Stock"),
  as the PerfectData Series A Preferred Stock in the form of Exhibit E hereto (the
  "Certificate  of  Designations"),  and shall  continue in force and effect until
  further amended in accordance with its terms and applicable law.
  (g) At the Effective Time, the Bylaws of PerfectData (the "PerfectData
  Bylaws")  shall be in the form attached  hereto as Exhibit F, and shall continue
  in full force until  amended in  accordance  with their terms,  the terms of the
  PerfectData Charter and applicable law.
  
            (h) The 2000 Stock Option Plan of PerfectData (the "PerfectData Option
  Plan") shall continue in effect.
  
            (i) At the Effective  Time, the fiscal year of each of PerfectData and
  Merger Sub shall change from March 31 to December 31.
  
                                     ARTICLE II
                                CONVERSION OF SHARES
  
       Section 2.1.  Conversion of Shares. At the Effective Time, by virtue of the
  Merger  and  without  any action on the part of the  holders of any  outstanding
  shares of capital stock or other securities of Merger Sub, PerfectData or Sona:
  
            (a) Each share of the  common  stock,  $.001 par value,  of Merger Sub
  (the "Merger Sub Common  Stock")  issued and  outstanding  at the Effective Time
  shall continue to be outstanding,  with the same rights and privileges, and such
  shares shall  constitute  the only  outstanding  shares of capital  stock of the
  Surviving Corporation.
  
            (b) Each share of the Sona  Common  Stock,  and each share of the Sona
  Series A Preferred  Stock,  issued and  outstanding  at the Effective Time shall
  cease to be  outstanding  and shall be converted  into that number of fully paid
  and  nonassessable  shares of the PerfectData  Series A Preferred Stock so as to
  give effect to the intent of the parties expressed in Sections 2.1(f) and 2.1(g)
  hereof.  As of the Effective  Time, each holder of a certificate or certificates
  which immediately prior to the Effective Time represented  outstanding shares of
  the Sona Common  Stock or the Sona Series A Preferred  Stock shall cease to have
  any rights with respect  thereto,  except the right to receive a certificate  or
  certificates representing the number of whole shares of the PerfectData Series A
  Preferred  Stock into which such shares  have been  converted.  Each  authorized
  share of the Sona Preferred  Stock, no par value (the "Sona  Preferred  Stock"),
  that has not been  designated  as a share of the Sona Series A  Preferred  Stock
  shall cease to be authorized.
  
            (c) Each previously  granted or issued option,  warrant or other right
  to acquire shares of the Sona Common Stock, if any, other than the Sona Series A
  Preferred  Stock,  shall cease to be outstanding  and shall be converted into an
  option (a  "PerfectData  Option")  to  acquire  that  number  of fully  paid and
  nonassessable shares of the PerfectData Common Stock so as to give effect to the
  intent of the parties  expressed  in Sections  2.1(f) and (g) hereof.  As of the
  Effective  Time,  each  holder  claiming  an option,  warrant or other  right to
  acquire  shares of Sona  Common  Stock,  other than the Sona  Series A Preferred
  Stock, shall cease to have any rights with respect thereto,  except the right to
  receive a  PerfectData  Option  representing  the number of whole  shares of the
  PerfectData  Common Stock which such option  represents in  accordance  with the
  preceding sentence.
  (d) Each share of the common  stock,  $.01 par value,  of  PerfectData
  (the  "PerfectData  Common Stock") issued and  outstanding at the Effective Time
  shall continue to be outstanding, with the same rights and privileges.
  
            (e) Each  option or  warrant  to  purchase  shares of the  PerfectData
  Common Stock issued and  outstanding  at the Effective Time shall continue to be
  outstanding,  with the same  rights and  privileges,  and shall  continue  to be
  exercisable in accordance with its terms until its expiration date.
  
            (f) Following the issuance of the shares of the PerfectData  Preferred
  Stock to the  holders of the Sona  Common  Stock and the Sona Series A Preferred
  Stock, it is the intent of the parties that:
  
                 (i) The  shares  of  PerfectData  to be  held  by the  pre-Merger
                 holders  of the  PerfectData  Common  Stock  shall  be  equal  to
                 approximately  20% of the shares of the PerfectData  Common Stock
                 (subject to the adjustment  provisions of Section 2.1(g) hereof),
                 which  20%  shall  take  into  account  (A)  all  shares  of  the
                 PerfectData  Common Stock issued and  outstanding  on the Closing
                 Date and any shares of the PerfectData  Common Stock to be issued
                 pursuant to commitments  outstanding on the Closing Date, (B) all
                 warrants  to  purchase  shares of the  PerfectData  Common  Stock
                 outstanding  on the  Closing  Date,  (C) all  options to purchase
                 shares of the PerfectData Common Stock outstanding on the Closing
                 Date and all  commitments,  if any, to grant options  existing on
                 the Closing Date,  but excluding (1) those shares  reserved under
                 the  PerfectData  Option  Plan as to which no  options  have been
                 granted and no commitment for a grant given and (2) the remaining
                 76,000 shares of the PerfectData  Common Stock currently reserved
                 under the April 1, 1999 authorization of the PerfectData Board of
                 Directors  to  sell,  at $.05  per  share,  options  or  warrants
                 exercisable   at  $1.56  per   share   (the   "PerfectData   1999
                 Authorization")  and for which no options or  warrants  have been
                 granted  and no  commitment  for a grant  given and (D) any other
                 right, if any, to acquire shares of the PerfectData  Common Stock
                 existing  on the Closing  Date,  including,  without  limitation,
                 securities  convertible  into shares of the  Perfect  Data Common
                 Stock.
  
                 (ii) The shares of the PerfectData Series A Preferred Stock to be
                 issued  to the  holders  of the Sona  Common  Stock  and the Sona
                 Series A  Preferred  Stock,  when  converted  into  shares of the
                 PerfectData  Common Stock, shall be equal to approximately 80% of
                 the  shares  of the  PerfectData  Common  Stock  (subject  to the
                 adjustment  provisions of Section  2.1(g)),  which 80% shall take
                 into  account (A) all shares of the Sona Common  Stock issued and
                 outstanding on the Closing Date,  including,  without limitation,
                 any restricted
  shares even if subject to forfeiture,  and any shares of the Sona
                 Common Stock to be issued pursuant to commitments  outstanding on
                 the Closing  Date,  (B) all shares of the Sona Series A Preferred
                 Stock  issued  and  outstanding  on the  Closing  Date,  (C)  all
                 warrants,  if any,  to purchase  shares of the Sona Common  Stock
                 outstanding  on the Closing  Date,  (D) all  options,  if any, to
                 purchase shares of the Sona Common Stock and all commitments,  if
                 any, to grant  options  existing on the Closing  Date and (E) any
                 other right to acquire  shares of the Sona Common Stock  existing
                 on the Closing Date,  including,  without limitation,  securities
                 convertible  into shares of the Sona Common Stock and  securities
                 to  be  issued  at  the  Closing  to  Colebrooke  Capital,   Inc.
                 ("Colebrooke") in payment of its finder's fee pursuant to Section
                 4.27 hereof.
  
            (g) At the Closing,  PerfectData shall have a minimum of $1,100,000 in
  "Tangible  Net Worth" (as defined in subsection  (ii) below).  In the event that
  PerfectData's  Tangible Net Worth is less than $1,100,000,  the aggregate number
  of shares of the  PerfectData  Series A  Preferred  Stock  issuable  pursuant to
  Section 2.1(b) shall be adjusted as follows:
  
                 (i) If the Tangible Net Worth is less than $1,100,000, the number
                 of shares issuable to the Sona shareholders  shall be adjusted so
                 that the percentage of shares of the PerfectData  Common Stock to
                 be held by the pre-Merger holders of the PerfectData Common Stock
                 shall be reduced by an amount equal to (A) the product of (1) the
                 amount of the  reduction in Tangible  Net Worth below  $1,100,000
                 and  (2)  20  divided  by (B)  $2,000,000.  The  amount  computed
                 pursuant to the preceding sentence shall be rounded up or down to
                 the nearest tenth of a percent.  Notwithstanding anything in this
                 Section 2.1(g) to the contrary, if the Tangible Net Worth is less
                 than  $750,000,  either  PerfectData  or Sona may terminate  this
                 Agreement  by  notice  to the  other in the  manner  set forth in
                 Section  9.1  hereof,  provided  that  PerfectData  pays Sona the
                 termination reimbursement fee set forth in Section 8.3 hereof.
  
                 (ii) For purposes of this Section 2.1, "Tangible Net Worth" shall
                 mean,  as of  the  Closing  Date,  PerfectData's  cash  and  cash
                 equivalents  and other tangible  assets minus total  liabilities.
                 Total  liabilities  shall  include  not  only  those  liabilities
                 reflected  in a  balance  sheet,  but  also any  commitments  and
                 contingencies  that  are not  reflected  in a  balance  sheet  in
                 accordance  with  United  States  generally  accepted  accounting
                 principles ("GAAP"). If the Closing Date is on or after April 15,
                 2005,  PerfectData  may  increase  the  Tangible Net Worth by the
                 costs, not to exceed $75,000 of PerfectData  preparing and filing
                 its Annual Report on Form 10-KSB for its fiscal year ending March
                 31, 2005.  PerfectData shall prepare a balance sheet as of a date
                 not more than ten days prior to the anticipated Closing Date (the
                 "Closing
  Balance  Sheet").  The Closing Balance Sheet shall be reviewed by
                 PerfectData's  independent  registered  public  accounting  firm,
                 Singer  Lewak  Greenbaum &  Goldstein  LLP, in the same manner as
                 such firm reviews the  quarterly  reports of  PerfectData,  and a
                 copy  thereof  indicating  such review shall be delivered to Sona
                 not later  than two  Business  Days (as such term is  defined  in
                 Section 9.15 hereof) prior to the  anticipated  Closing Date. The
                 Closing  Balance  Sheet shall be prepared in a manner  consistent
                 with, and in a format  comparable to, the balance sheets included
                 in the  PerfectData  Financial  Statements (as defined in Section
                 3.8  hereof),  except that total  liabilities  shall  include any
                 commitments and  contingencies as set forth above in this Section
                 2.1(g)(ii). At the Closing, PerfectData's Chief Financial Officer
                 shall  certify the  Tangible  Net Worth as of the Closing Date as
                 determined   in   accordance   with  this   Section   2.1(g)(ii).
                 Notwithstanding  anything  in  the  Agreement  to  the  contrary,
                 PerfectData  may,  at any time prior to the Closing  Date,  raise
                 additional  equity  capital  through  the sale of  shares  of the
                 PerfectData  Common  Stock to increase  the  Tangible  Net Worth;
                 provided,  however,  that,  without the prior written  consent of
                 Sona, which consent may not be unreasonably withheld, PerfectData
                 may not sell shares to any single person or group of persons in a
                 single transaction if such person or group of persons would, as a
                 result,  own 5% or more of the issued and  outstanding  shares of
                 the PerfectData  Common Stock on a fully diluted basis (including
                 giving  effect to  conversion  of the  shares of the  PerfectData
                 Series A Preferred  Stock) after the Merger unless such person or
                 group of persons  owned 5% or more of the issued and  outstanding
                 PerfectData  Common Stock before the Merger.  In connection  with
                 any such sale,  PerfectData  may grant  "piggyback"  registration
                 rights  under  the  Securities  Act  of  1933,  as  amended  (the
                 "Securities  Act"),  with respect to up to 150,000  shares of the
                 PerfectData Common Stock.
  
            (h) No fraction of a share of the PerfectData Series A Preferred Stock
  shall be issued in connection with the Merger. In the event a holder of the Sona
  Common Stock or the Sona Series A Preferred Stock would otherwise be entitled to
  a  fraction  of a share  of the  PerfectData  Series  A  Preferred  Stock,  such
  fractional  share  shall  be  rounded  up or down to the  nearest  whole  share.
  Similarly, PerfectData Options shall be adjusted so they are not exercisable for
  fractional shares of the PerfectData Common Stock.
  
       Section 2.2. Exchange of Certificates.
  
            (a)  Exchange  Agent.  As of the  Effective  Time,  PerfectData  shall
  deposit,  or shall cause to be deposited,  with U.S. Stock Transfer  Corporation
  (the "Exchange Agent"),  for the benefit of the holders of the Sona Common Stock
  and the Sona Series A Preferred  Stock,  for  exchange in  accordance  with this
  Article II, through the Exchange Agent,  certificates  evidencing  shares of the
  PerfectData  Series A Preferred  Stock in such amount  that the  Exchange  Agent
  possesses such number of shares of the  PerfectData  Series A Preferred Stock as
  are  required to provide all of the  consideration  required to be  exchanged by
  PerfectData pursuant to the provisions of this Article II (such certificates for
  shares of the PerfectData Series A Preferred Stock,  together with any dividends
  or distributions  with respect  thereto,  being  hereinafter  referred to as the
  "Exchange   Fund").   The  Exchange   Agent  shall,   pursuant  to   irrevocable
  instructions,  deliver shares of the PerfectData Series A Preferred Stock out of
  the Exchange Fund in accordance with Section 2.1 hereof.  Except as contemplated
  by Section  2.2(f)  hereof,  the  Exchange  Fund shall not be used for any other
  purpose.
  
            (b) Exchange Procedures.  As soon as reasonably  practicable after the
  Effective  Time,  PerfectData  will instruct the Exchange  Agent to mail to each
  holder of record of a certificate or certificates which immediately prior to the
  Effective Time evidenced outstanding shares of the Sona Common Stock or the Sona
  Series A  Preferred  Stock  (the  "Certificates"):  (i) a letter of  transmittal
  (which is reasonably  agreed to by  PerfectData  and Sona and shall specify that
  delivery shall be effected, and risk of loss and title to the Certificates shall
  pass,  only upon  proper  delivery  of the  Certificates  to and  receipt by the
  Exchange  Agent  and shall be in such form and have  such  other  provisions  as
  PerfectData or the Exchange Agent may reasonably specify); and (ii) instructions
  for  use  in  effecting  the  surrender  of the  Certificates  in  exchange  for
  certificates evidencing shares of the PerfectData Series A Preferred Stock. Upon
  surrender of a Certificate for  cancellation to the Exchange Agent together with
  such letter of transmittal, duly executed, and such other customary documents as
  may be required  pursuant to such  instructions,  the holder of such Certificate
  shall be entitled to receive in exchange  therefor (A)  certificates  evidencing
  that number of whole shares of the  PerfectData  Series A Preferred  Stock which
  such holder has the right to receive in respect of the shares of the Sona Common
  Stock  or  the  Sona  Series  A  Preferred  Stock  formerly  evidenced  by  such
  Certificate  in  accordance  with Section 2.1 hereof,  and (B) any  dividends or
  other  distributions to which such holder is entitled pursuant to Section 2.2(c)
  hereof (the shares of the PerfectData  Series A Preferred  Stock,  dividends and
  distributions  described in clauses (A) and (B) being  collectively  referred to
  herein as the "Merger Consideration"), and the Certificates so surrendered shall
  forthwith be cancelled. In the event of a transfer of ownership of shares of the
  Sona Common Stock or the Sona Series A Preferred  Stock which is not  registered
  in the transfer  records of Sona, a certificate  evidencing the proper number of
  shares of the  PerfectData  Series A Preferred Stock may be issued in accordance
  with this Article II to a transferee if the  Certificate  evidencing such shares
  of the Sona Common  Stock or the Sona Series A Preferred  Stock is  presented to
  the Exchange Agent, accompanied by all documents required to evidence and effect
  such transfer and by evidence that any applicable stock transfer taxes have been
  paid and  that the  transfer  is  permitted  under  the  Securities  Act and any
  applicable  state  securities  laws.  Until  surrendered as contemplated by this
  Section 2.2,  each  Certificate  shall be deemed at any time after the Effective
  Time to  evidence  only the right to  receive  upon such  surrender  the  Merger
  Consideration.
  
            (c) Distributions With Respect To Unexchanged  Shares. No dividends or
  other  distributions  declared or made after the Effective  Time with respect to
  the PerfectData  Series A Preferred Stock with a record date after the Effective
  Time shall be paid to the holder of any  unsurrendered  Certificate with respect
  to the shares of the PerfectData Series A Preferred Stock evidenced thereby, and
  no other  part of the  Merger  Consideration  shall be paid to any such  holder,
  until the holder of such Certificate shall surrender such  Certificate.  Subject
  to the effect of applicable laws,  following  surrender of any such Certificate,
  there shall be paid to the holder
  of the  certificates  evidencing  shares of the  PerfectData  Series A Preferred
  Stock issued in exchange therefor, without interest, (i) promptly, the amount of
  dividends or other  distributions  with a record date after the  Effective  Time
  theretofore  paid  with  respect  to such  shares  of the  PerfectData  Series A
  Preferred  Stock  and  (ii) at the  appropriate  payment  date,  the  amount  of
  dividends or other  distributions,  with a record date after the Effective  Time
  but prior to surrender and a payment date  occurring  after  surrender,  payable
  with  respect to such shares of the  PerfectData  Series A Preferred  Stock.  No
  interest shall be paid on the Merger Consideration.
  
            (d) No Further  Rights in Sona Shares.  All shares of the  PerfectData
  Series A Preferred Stock (and other Merger Consideration) issued upon conversion
  of the shares of the Sona Common Stock and the Sona Series A Preferred  Stock in
  accordance  with the terms  hereof  shall be deemed to have been  issued in full
  satisfaction  of all rights  pertaining  to such shares of the Sona Common Stock
  and the Sona Series A Preferred Stock.
  
            (e)  Termination  of Exchange  Fund.  Any portion of the Exchange Fund
  which  remains  undistributed  to the holders of shares of the Sona Common Stock
  and the PerfectData  Series A Preferred Stock for six months after the Effective
  Time shall be delivered to  PerfectData,  upon demand,  and,  subject to Section
  2.2(f)  hereof,  any  holders  of shares of the Sona  Common  Stock and the Sona
  Series A Preferred Stock who have not theretofore  complied with this Article II
  shall thereafter look only to PerfectData for the Merger  Consideration to which
  they are entitled.
  
            (f) No Liability.  Neither PerfectData nor Sona shall be liable to any
  holder of shares of the Sona Common Stock and the Sona Series A Preferred  Stock
  for any such shares of the PerfectData Series A Preferred Stock (or dividends or
  distributions  with respect thereto)  delivered to a public official pursuant to
  any applicable abandoned property, escheat or similar law.
  
            (g) Withholding  Rights.  PerfectData  shall be entitled to deduct and
  withhold,  or  cause  the  Exchange  Agent  to  deduct  and  withhold,  from the
  consideration  otherwise  payable  pursuant to this  Agreement  to any holder of
  shares  of the Sona  Common  Stock  and the Sona  Series A  Preferred  Stock the
  minimum  amounts (if any) that  PerfectData  is required to deduct and  withhold
  with respect to the making of such payment  under the Code,  or any provision of
  state,  local or foreign tax law. To the extent that  amounts are so withheld by
  PerfectData,  such  withheld  amounts  shall be treated for all purposes of this
  Agreement  as having  been paid to the holder of the  shares of the Sona  Common
  Stock or the Sona  Series A Preferred  Stock in respect of which such  deduction
  and withholding was made by PerfectData.
  
       Section 2.3.  Stock  Transfer.  At the Effective  Time,  the stock transfer
  books of Sona shall be closed and no transfer of shares of the Sona Common Stock
  or the Sona Series A Preferred Stock shall be made thereafter.
  
       Section 2.4. Lost, Stolen or Destroyed Certificates.  In the event that any
  Sona share certificates  shall have been lost, stolen or destroyed,  PerfectData
  shall  issue  in  respect  of  such  lost,   stolen  or  destroyed   Sona  share
  certificates,  upon the making of a  satisfactory  affidavit of that fact by the
  holder  thereof  and  upon the  execution  by such  holder  of an  agreement  to
  indemnify  PerfectData,  in such form as  PerfectData  may  reasonably  request,
  against any claim
  that may be made  against  it with  respect to such  certificates,  certificates
  representing  the shares of the  PerfectData  Series A Preferred Stock as may be
  required to be issued pursuant to this Article II.
  
       Section  2.5.  Tax  Consequences.  For  United  States  federal  income tax
  purposes,  it is  intended by the  parties  hereto that the Merger  qualify as a
  reorganization  within  the  meaning of Section  368(a)(2)(D)  of the Code.  The
  execution and delivery of this  Agreement by each party shall be considered  the
  adoption  of a plan of  reorganization  by such  party for  purposes  of Section
  368(a)(2)(D) of the Code.
  
  Section 2.6 Additional Shares of PerfectData Common Stock.
  
            (a) At the  Closing,  PerfectData  shall  direct U.S.  Stock  Transfer
  Corporation,  as the  Transfer  Agent  for the  PerfectData  Common  Stock  (the
  "Transfer  Agent"),  (i) to  reserve  that  number of shares of the  PerfectData
  Common Stock (the "Additional  Shares") as would constitute 5% of the issued and
  outstanding  shares of the  PerfectData  Common Stock on a fully  diluted  basis
  computed in accordance with Section 2.1(f) hereof and (ii) to maintain a list of
  the names and addresses of the  shareholders  of Sona who received shares of the
  PerfectData  Series A Preferred  Stock as of the Closing  Date and the number of
  shares received by each.
  
            (b) If, upon the receipt of the consolidated  financial statements for
  the fiscal year ending  December 31, 2005 ("Fiscal 2005") as audited by the then
  independent registered public accounting firm (the "IRPAF") for PerfectData, the
  then  President of PerfectData  (the  "President")  concludes,  after his review
  thereof,  that  PerfectData has revenues of less than $3,000,000  and/or a gross
  profit  margin  lower than 50%,  he shall  take no action  for Fiscal  2005 with
  respect to requesting  issuance of the Additional Shares. If, on the other hand,
  he concludes that PerfectData has (i) revenues of at least $3,000,000 and (ii) a
  gross profit  margin of at least 50% as reported in the  statement of operations
  for Fiscal 2005 (the "2005  Statement of  Operations")  included in such audited
  financial statements, he shall direct the Transfer Agent to issue the Additional
  Shares to the same persons and in the same  proportions as the  shareholders  of
  Sona  received  shares of the  PerfectData  Series A  Preferred  Stock as of the
  Closing Date.
  
            (c) In the event that  PerfectData did not meet the  requirements  set
  forth in Section  2.6(b) hereof for issuance of the Additional  Shares,  but, in
  the opinion of the President,  after he has reviewed the consolidated  financial
  statements for the fiscal year ending  December 31, 2006 ("Fiscal 2006") audited
  by the then IRPAF for  PerfectData,  PerfectData has (i) Aggregate  Revenues (as
  herein  defined) of at least  $12,000,000  and (ii) an  Aggregate  Gross  Profit
  Margin  (as  herein  defined)  of at least  50% based on the 2005  Statement  of
  Operations  and  PerfectData's  statement  of  operations  for the  year  ending
  December 31, 2006 (the "2006 Statement of  Operations")  included in its audited
  financial  statements for Fiscal 2006,  then, he shall direct the Transfer Agent
  to deliver the Additional Shares to the same persons and in the same proportions
  as the  shareholders  of  Sona  received  shares  of the  PerfectData  Series  A
  Preferred  Stock as of the Closing Date. For the purpose of this Section 2.6(c),
  "Aggregate  Revenues" shall mean the
  sum of the revenues as reported in the 2005 Statement of Operations and the 2006
  Statement of Operations and "Aggregate Gross Profit Margin" shall mean the gross
  profit  margin  computed  on the basis of the  revenues  and cost of goods  sold
  reported  in the  2006  Statement  of  Operations  and  the  2005  Statement  of
  Operations being aggregated.
  
            (d) No fraction of a share of the  PerfectData  Common  Stock shall be
  issued to a former Sona  shareholder  as a result of the  proration  provided in
  subsections  (b) or (c) of  this  Section  2.6.  In the  event  a  holder  would
  otherwise be entitled to a fraction of a share,  such fractional  share shall be
  rounded up or down to the nearest whole share.
  
                                    ARTICLE II I
            REPRESENTATIONS AND WARRANTIES OF PERFECTDATA AND MERGER SUB
  
       PerfectData  and Merger Sub  represent  and warrant to Sona, as of the date
  hereof and hereafter through and including the Closing Date, as follows, in each
  case subject to the exceptions set forth in the disclosure  statement  delivered
  by   PerfectData  to  Sona  prior  to  the  execution  of  this  Agreement  (the
  "PerfectData  Disclosure  Statement").  The PerfectData  Disclosure Statement is
  arranged in Schedules  corresponding  to the numbered and lettered  sections and
  subsections  of this  Article  III,  and the  disclosure  in any Schedule of the
  PerfectData Disclosure Statement shall qualify only the corresponding Section of
  this Article III.
  
       Section  3.1.  Organization.  Each  of  PerfectData  and  Merger  Sub  is a
  corporation duly organized, validly existing and in good standing under the laws
  of the State of Delaware and has all requisite  corporate power and authority to
  own,  lease and  operate its  properties  and assets in the manner in which such
  properties and assets are now owned,  leased and operated.  Neither  PerfectData
  nor Merger Sub is currently engaged in an operating business.  Prior to the date
  hereof,  each of  PerfectData  and  Merger  Sub has  delivered  to Sona true and
  complete copies of its certificate of incorporation  (the "PerfectData  Charter"
  and the "Merger Sub  Charter,"  respectively)  and its bylaws (the  "PerfectData
  Bylaws" and the "Merger Sub Bylaws," respectively), as currently in effect.
  
       Section 3.2.  Subsidiaries.  PerfectData  does not own any equity interest,
  directly or  indirectly,  in any  corporation,  partnership,  limited  liability
  company,  joint  venture,  firm or other entity other than Merger Sub and except
  for the  investments  disclosed  in Schedule 3.2 of the  PerfectData  Disclosure
  Statement.
  
       Section 3.3.  Good  Standing.  Each of  PerfectData  and Merger Sub is duly
  qualified as a foreign corporation to do business,  and is in good standing,  in
  each  jurisdiction  where the character of its owned or leased properties or the
  nature of its activities makes such  qualification  necessary,  except where the
  failure to be so qualified or in good standing would not, individually or in the
  aggregate,  reasonably be expected to have a PerfectData Material Adverse Effect
  (as defined in Section 3.10(b) hereof).
  
       Section 3.4.  Validity.  Each of PerfectData  and Merger Sub has full power
  and  authority  to  execute  and  deliver  this  Agreement  and all of the other
  agreements and documents referred to herein,  executed in connection herewith or
  contemplated hereby to which PerfectData or Merger Sub is or will be a party and
  to  perform  its  obligations  hereunder  and  to  consummate  the  transactions
  contemplated  hereby  (assuming  that,  subsequent  to the Effective  Time,  the
  stockholders of PerfectData  approve (a) an increase in the authorized shares of
  the PerfectData
  Common Stock in an amount at least  sufficient  to permit (i)  conversion of the
  PerfectData  Series A Preferred Stock and (ii) the Additional Shares that may be
  issued  pursuant to Section 2.6 hereof and (b) to change the name of PerfectData
  to "Sona Mobile Holdings,  Inc." or such other name as the Board of Directors of
  PerfectData  may  recommend).  This Agreement  constitutes the valid and binding
  obligation of each of PerfectData  and Merger Sub enforceable in accordance with
  its terms, subject to bankruptcy,  insolvency or other laws affecting creditors'
  rights  generally  and general  principles  of equity  affecting  remedies.  The
  execution and delivery of this Agreement by  PerfectData  and Merger Sub and the
  consummation of the transactions  contemplated  hereby have been duly authorized
  by the board of directors of each of PerfectData  and Merger Sub and, other than
  the  stockholder  approval  described in this Section 3.4,  such  execution  and
  delivery of this Agreement and the consummation of the transactions contemplated
  hereby do not and will not require the consent, approval or authorization of any
  person, public authority, self-regulatory authority or other entity.
  
       Section 3.5. No Conflict.  The execution and delivery of this  Agreement by
  PerfectData  and Merger Sub and the performance of their  obligations  hereunder
  (a) are not in violation or breach of, and will not conflict  with or constitute
  a default  under any of the terms of the  PerfectData  or Merger Sub Charters or
  PerfectData  or  Merger  Sub  Bylaws  or any  note,  debt  instrument,  security
  agreement,  deed of  trust or  mortgage  or any  other  contract,  agreement  or
  commitment  binding  upon  PerfectData  or Merger Sub or any of their  assets or
  properties,  (b) will not  result in the  creation  or  imposition  of any lien,
  security  interest,  encumbrance,  equity or  restriction  in favor of any third
  party upon any of the assets or properties of  PerfectData or Merger Sub and (c)
  will not conflict  with or violate any  applicable  law,  regulation,  judgment,
  order or decree of any government, governmental instrumentality, self-regulatory
  authority or court having  jurisdiction over PerfectData or Merger Sub or any of
  their assets or properties.
  
       Section 3.6. Capitalization.
  
            (a) PerfectData's  authorized capital stock consists of (i) 10,000,000
  shares of the PerfectData  Common Stock, of which 6,359,530 shares are currently
  issued and outstanding,  (ii) 2,000,000 shares of the "blank check"  PerfectData
  Preferred Stock, no shares of which are currently  issued and  outstanding,  and
  (iii) options,  warrants and other rights to acquire  shares of the  PerfectData
  Common Stock as to which an aggregate  of  2,106,000  shares of the  PerfectData
  Common Stock are reserved  and options and  warrants  are  currently  issued and
  outstanding  to  purchase,  in  the  aggregate,  up to  348,500  shares  of  the
  PerfectData  Common  Stock,  as set  forth  in  detail  in  Schedule  3.6 of the
  PerfectData Disclosure Statement.
  
            (b) The authorized  capital stock of Merger Sub consists of 100 shares
  of the Merger Sub Common  Stock,  of which 100 shares are  currently  issued and
  outstanding and owned  (beneficially  and of record) by  PerfectData.  Except as
  contemplated in this  Agreement,  Merger Sub does not hold, nor has it held, any
  assets or incurred any  liabilities  nor has carried on any business  activities
  other  than  in  connection  with  the  Merger  and  the  related   transactions
  contemplated in this Agreement.
  
            (c) All of the issued and outstanding shares of the PerfectData Common
  Stock and the Merger Sub Common Stock have been duly authorized,  validly issued
  and fully paid,  are  nonassessable  and are free of any  preemptive  or similar
  rights.
  (d) All of the shares of the  PerfectData  Series A Preferred Stock to
  be  issued  in  consideration  of the  Merger,  and  all of  the  shares  of the
  PerfectData  Common Stock to be issued upon the  conversion of the shares of the
  PerfectData Series A Preferred Stock in accordance with the terms thereof,  have
  been duly  authorized  and,  upon their  respective  issuances,  will be validly
  issued  and fully  paid,  nonassessable  and free of any  preemptive  or similar
  rights.
  
       Section  3.7.  Obligations  with Respect to Capital  Stock.  Except for the
  options and  warrants set forth in Schedule  3.7 of the  PerfectData  Disclosure
  Statement,  neither  PerfectData nor Merger Sub has any commitment or obligation
  to  issue,  deliver  or  sell,  under  any  offer,  subscription,  stock  option
  agreement,  stock bonus agreement,  stock purchase plan, incentive  compensation
  plan, warrant, call, conversion right or otherwise, any shares of PerfectData or
  Merger Sub capital stock or other securities,  except as contemplated under this
  Agreement. There are no stockholder agreements, voting agreements, voting trusts
  or other  similar  arrangements  which  may have the  effect of  restricting  or
  limiting the transfer,  voting or other rights associated with the capital stock
  of PerfectData or Merger Sub.
  
       Section  3.8.  Financial  Statements.  Each  of  the  financial  statements
  (including, in each case, any related notes thereto) (the "PerfectData Financial
  Statements")  contained  in the  PerfectData  SEC Reports (as defined in Section
  3.11 hereof) filed by PerfectData  with the  Securities and Exchange  Commission
  (the "SEC") (a) was  prepared in  accordance  with GAAP  applied on a consistent
  basis  throughout the periods  involved (except as may be indicated in the notes
  thereto or, in the case of unaudited  interim  financial  statements,  as may be
  permitted by the SEC on Form 10-Q or Form 10-QSB under the  Securities  Exchange
  Act of 1934,  as amended (the  "Exchange  Act"),  and (b) fairly  presented  the
  financial  position of PerfectData  as at the  respective  dates thereof and the
  consolidated results of its operations and cash flows for the periods indicated,
  consistent  with the books  and  records  of the  PerfectData,  except  that the
  unaudited  financial  statements  were or are  subject to normal  and  recurring
  year-end  adjustments  which were not, or are not  expected  to be,  material in
  amount.
  
       Section 3.9. No Undisclosed Liabilities. Neither PerfectData nor Merger Sub
  has any  liabilities  (absolute,  accrued,  contingent or otherwise)  other than
  liabilities or obligations (a) included in the PerfectData Financial Statements,
  (b)  incurred  since  December  31,  2004 in the  ordinary  course  of  business
  consistent with past practice,  which,  individually or in the aggregate,  would
  not  reasonably be expected to have a PerfectData  Material  Adverse  Effect (as
  defined  in  Section  3.10(b)  hereof),  (c)  under  this  Agreement,  or (d) as
  disclosed  in  Schedule  3.9 of the  PerfectData  Disclosure  Statement,  which,
  individually  or in the  aggregate,  would not  reasonably be expected to have a
  PerfectData Material Adverse Effect.
  
       Section 3.10. Absence of Certain Changes or Events Since December 31, 2004.
  Since  December  31,  2004,  except for the  transactions  contemplated  by this
  Agreement  or as set  forth  in  Schedule  3.10  of the  PerfectData  Disclosure
  Statement or in a PerfectData SEC Report (as defined in Section 3.11 hereof):
  
            (a)  Neither  PerfectData  nor Merger Sub has  sustained  any  damage,
  destruction or loss (including,  without limitation,  by reason of revocation of
  license or right to do
  business, total or partial termination,  suspension,  default or modification of
  contracts,    governmental   or   self-regulatory    restriction,    regulation,
  investigation or inquiry).
  
            (b) No PerfectData  Material  Adverse  Effect (as defined  herein) has
  occurred. For purposes of this Agreement,  "PerfectData Material Adverse Effect"
  shall mean any change or effect that is, or could  reasonably be expected to be,
  materially  adverse to the assets and  liabilities  (taken together as a whole),
  capitalization  or condition  (financial or otherwise) of PerfectData and Merger
  Sub,  taken as a whole,  other  than any change or effect  (i)  relating  to the
  economy in general or (ii)  arising out of any  actions  taken or  announced  by
  PerfectData  or Merger Sub at the request or direction of Sona,  or any inaction
  or failure to act by  PerfectData  or Merger Sub at the request or  direction of
  Sona.
  
            (c) Neither  PerfectData nor Merger Sub has issued,  or authorized for
  issuance,  any equity,  debt or other security of PerfectData or Merger Sub, and
  neither  PerfectData nor Merger Sub has granted, or entered into, any commitment
  or  obligation  to  issue or sell any such  equity,  debt or other  security  of
  PerfectData  or Merger  Sub  whether  pursuant  to any  offer,  underwriting  or
  placement agent agreement,  stock option agreement, stock bonus agreement, stock
  purchase plan, incentive  compensation plan, warrant,  call, conversion right or
  otherwise.
  
            (d) Neither  PerfectData  nor Merger Sub has incurred  additional debt
  for borrowed  money,  or incurred  any other  obligation  or  liability  (fixed,
  contingent or otherwise) except in the ordinary and usual course of its business
  and consistent with past practices.
  
            (e) Neither PerfectData nor Merger Sub has authorized,  declared, paid
  or effected any dividend,  payment or other  distribution  on or with respect to
  any share of PerfectData or Merger Sub capital stock.
  
            (f)  Neither  PerfectData  nor Merger Sub has  purchased,  redeemed or
  otherwise acquired or committed itself to acquire,  directly or indirectly,  any
  share or shares of capital stock of PerfectData or Merger Sub.
  
            (g)  Neither  PerfectData  nor  Merger Sub has  mortgaged,  pledged or
  otherwise  encumbered or subjected to lien any  PerfectData or Merger Sub assets
  or properties,  tangible or intangible, except for liens for current taxes which
  are not yet due and  payable and other liens  arising  out of the  ordinary  and
  usual course of business.
  
            (h) Neither  PerfectData  nor Merger Sub has entered into any material
  transaction  or contract,  nor has either  PerfectData  or Merger Sub waived any
  right  of  substantial  value or  canceled  any  material  debts  or  claims  or
  voluntarily suffered any extraordinary losses.
  
            (i) Neither  PerfectData  or Merger Sub has effected any  amendment or
  supplement to, or extension of, any employee profit-sharing, stock option, stock
  purchase,  pension, bonus, incentive,  retirement,  medical reimbursement,  life
  insurance,   deferred  compensation  or  any  other  employee  benefit  plan  or
  arrangement, nor has either of PerfectData or Merger Sub implemented or paid any
  material salary increases, bonuses or similar payments.
  
            (j)  PerfectData  has not made any  change in  accounting  methods  or
  principles used for financial reporting purposes, except as required by a change
  in GAAP or pursuant to
  changes in or additions to FASB or SEC  pronouncements and concurred with by its
  independent public accountants.
  
            (k) Neither PerfectData nor Merger Sub has any agreement,  arrangement
  or understanding with respect to any of the foregoing.
  
       Section  3.11 SEC  Filings.  PerfectData  has filed with the SEC all forms,
  reports,  registration  statements and documents required to be filed by it with
  the SEC under the  Securities  Act and the  Exchange  Act after  March 31,  2000
  (collectively,  all such forms, reports,  registration  statements and documents
  filed since such date are referred to in this Agreement as the  "PerfectData SEC
  Reports").  All of the PerfectData SEC Reports were timely filed and complied as
  to form, when filed (or, if amended or superseded by filing prior to the date of
  this Agreement,  then on the date of such amended or superseding filing), in all
  material  respects with the  applicable  provisions of the  Securities  Act, the
  Exchange Act and the Sarbanes-Oxley Act of 2002 (the  "Sarbanes-Oxley  Act"), as
  the case may be.  The  PerfectData  SEC  Reports  (including  all  exhibits  and
  schedules thereto and documents  incorporated by reference  therein) did not, at
  the time they were filed (or, if amended or  superseded  by filing  prior to the
  date of this Agreement, then on the date of such amended or superseding filing),
  contain any untrue statement of a material fact or omit to state a material fact
  required to be stated  therein or necessary to make the statements  therein,  in
  light of the  circumstances  under which they were made, not misleading.  To the
  knowledge of  PerfectData,  except as disclosed in the  PerfectData SEC Reports,
  each of  PerfectData's  officers  and  directors  has  complied  with all filing
  requirements under Section 16(a) of the Exchange Act.
  
       Section 3.12. Contracts and Commitments.
  
            (a) For purposes of this  Agreement,  each of the  following  shall be
  deemed to constitute a "PerfectData Material Contract": (i) any contract that is
  required  by the rules and  regulations  of the SEC to be filed as an exhibit to
  the PerfectData  SEC Reports;  (ii) any contract,  arrangement or  understanding
  relating to the  employment of any employee,  and any contract,  arrangement  or
  understanding  pursuant to which  PerfectData is or may become obligated to make
  any  severance,  termination,  bonus or relocation  payment or any other payment
  (other than payments in respect of salary) in excess of $2,500 to any current or
  former  employee,  consultant  or director;  (iii) any contract  relating to the
  acquisition,   transfer,  development,   sharing  or  license  of  any  material
  proprietary   asset  of   PerfectData;   (iv)  any  contract,   arrangement   or
  understanding  which provides for  indemnification  of any officer,  director or
  employee;  (v) any  contract  creating or relating to any  partnership  or joint
  venture or any sharing of revenues, profits, losses, costs or liabilities;  (vi)
  any contract that involves the payment or expenditure of $2,500 or more that may
  not be  terminated by  PerfectData  (without  penalty)  within 30 days after the
  delivery  of  a   termination   notice  by   PerfectData,   (vii)  any  contract
  contemplating  or  involving  (A) the  payment  or  delivery  of  cash or  other
  consideration  in an  amount  or  having  a value in  excess  of  $2,500  in the
  aggregate, or (B) the performance of services having a value in excess of $2,500
  in the  aggregate;  or (viii) any other  contract,  if a breach of such contract
  could reasonably be expected to have a PerfectData Material Adverse Effect.
  (b) Each PerfectData  Material Contract is valid and in full force and
  effect,  and is  enforceable  in  accordance  with its terms  (subject,  in each
  instance, to bankruptcy,  insolvency,  or other laws affecting creditors' rights
  generally and general principles of equity affecting remedies),  PerfectData has
  not  materially  violated or  breached,  or  committed  any default  under,  any
  PerfectData Material Contract, and, to PerfectData's  knowledge, no other person
  has  materially  violated or  breached,  or  committed  any default  under,  any
  PerfectData Material Contract.
  
            (c) No event has occurred,  and no circumstance  or condition  exists,
  that (with or without  notice or lapse of time) could  reasonably be expected to
  (i) result in a material  violation or material  breach of any  provision of any
  PerfectData  Material  Contract;  (ii) give any  person  the right to  declare a
  default or exercise any remedy under any PerfectData  Material  Contract;  (iii)
  give any person the right to receive or require a material  rebate,  chargeback,
  or penalty under any  PerfectData  Material  Contract;  (iv) give any person the
  right to accelerate  the maturity or  performance  of any  PerfectData  Material
  Contract;  or (v) give any person the right to cancel,  terminate  or modify any
  PerfectData Material Contract.
  
            (d) Schedule 3.12 of the PerfectData  Disclosure  Statement provides a
  list of all PerfectData  Material Contracts  (including all amendments  thereto)
  not otherwise included in the PerfectData SEC Reports.  PerfectData has provided
  or  made  available  to  Sona a  copy  of  each  PerfectData  Material  Contract
  (including  all  amendments   thereto)  listed  in  Schedule  3.12,  other  than
  PerfectData  Material Contracts filed as exhibits to the PerfectData SEC Reports
  and all copies of all amendments to the PerfectData  Material Contracts filed as
  exhibits to the PerfectData SEC Reports,  to the extent such amendments have not
  been filed with the SEC.
  
            (e) Merger Sub is not a party to any contract or agreement  other than
  this Agreement.
  
       Section 3.13.  Title to Property.  Each of  PerfectData  and Merger Sub has
  good and valid  title to all of its  properties,  interests  in  properties  and
  assets, real and personal,  reflected in the PerfectData Financial Statements or
  acquired  after  December 31,  2004,  and has valid  leasehold  interests in all
  leased  properties  and  assets,  in each case free and clear of all  mortgages,
  liens,  security  interests,  pledges,  charges or  encumbrances  of any kind or
  character,  except (a) liens for  current  taxes not yet due and payable and (b)
  such  imperfections  of  title,  encumbrances,  liens,  security  interests  and
  easements as would not  reasonably  be expected to have a  PerfectData  Material
  Adverse Effect.
  
       Section 3.14. Environmental.
  
            (a)  Except  as  disclosed  in  Schedule  3.14(a)  of the  PerfectData
  Disclosure  Statement,  no Hazardous  Materials (as defined in subsection (e) of
  this Section 3.14) have been used,  stored or otherwise handled in any manner by
  PerfectData  or Merger Sub on,  under,  in,  from or  affecting  any of the real
  property  leased by  PerfectData  or Merger  Sub during the past five years (the
  "PerfectData  Property"),  other than in compliance with  Environmental Laws (as
  defined  below).  To  PerfectData's  knowledge,  no  prior or  current  owner or
  occupant of the PerfectData Property has used Hazardous Materials on, under, in,
  from or affecting the PerfectData Property.
  (b) No Hazardous Materials have at any time been released into, stored
  or deposited by PerfectData or Merger Sub within or on the PerfectData Property,
  by  PerfectData  or Merger Sub into any water systems on or below the surface of
  the PerfectData Property, or by PerfectData or Merger Sub directly or indirectly
  onto any  property  or water  system  adjoining,  adjacent  to or  abutting  the
  PerfectData  Property,  or have been used by  PerfectData  or Merger  Sub in the
  construction of any improvements located on or about the PerfectData Property.
  
            (c)  Except  as  disclosed  in  Schedule  3.14(c)  of the  PerfectData
  Disclosure Statement,  neither PerfectData or Merger Sub has received any notice
  of any violations (nor is it aware of any existing violations) of any applicable
  laws  governing  the  use,  storage,  treatment,  transportation,   manufacture,
  refinement,  handling,  production or disposal of Hazardous Materials on, under,
  in,  from or  affecting  the  PerfectData  Property  and there are not any legal
  actions or proceedings commenced or, to PerfectData's  knowledge,  threatened by
  any person with respect to any such violations.
  
            (d)  Except  as  disclosed  in  Schedule  3.14(d)  of the  PerfectData
  Disclosure  Statement,  the PerfectData  Property is currently being, and has in
  the past been, operated by PerfectData and Merger Sub in accordance with, and in
  compliance with, all applicable Environmental Laws.
  
            (e) For purposes of this Agreement (i) "Hazardous Materials" means any
  hazardous  materials,  hazardous wastes,  hazardous  constituents,  hazardous or
  toxic substances or petroleum  products  (including  gasoline,  crude oil or any
  fraction  thereof),  defined or regulated as such in or under any  Environmental
  Law, including, without limitation, asbestos, polychlorinated biphenyls and urea
  formaldehyde  insulation and (ii) "Environmental  Laws" are any and all federal,
  state,  local  or  municipal  laws,  rules,   orders,   regulations,   statutes,
  ordinances,  codes, decrees, requirements of any governmental authority or other
  requirements of law (including  common law) regulating,  relating to or imposing
  liability or standards of conduct  concerning  protection of human health or the
  environment.
  
       Section 3.15.  Bank and Other  Accounts.  Schedule 3.15 of the  PerfectData
  Disclosure  Statement  constitutes  a full and complete list of all the bank and
  money market accounts,  including escrow accounts, of PerfectData and Merger Sub
  together  with the names of persons  authorized to draw thereon and the balances
  therein as of January 31, 2005.  All cash in such accounts is not subject to any
  restriction  or limitation as to  withdrawal  (other than a requirement  for two
  signatories  where the  amount is $2,500  or  more).  All of such  accounts  are
  reconciled  on a timely  basis,  are fully  funded  and are free  from  material
  errors.
  
       Section  3.16.  Guarantees.  None  of the  obligations  or  liabilities  of
  PerfectData  or Merger Sub is guaranteed  by any person,  firm,  association  or
  corporation.  Neither  PerfectData  nor  Merger  Sub  is  the  guarantor  of any
  obligation or liability of any third party.
  
       Section  3.17.  Insurance.  Schedule  3.17  of the  PerfectData  Disclosure
  Statement  constitutes  a full and complete list of all policies of insurance to
  which PerfectData or Merger Sub is a party or is a beneficiary or named insured.
  PerfectData  has in full force and effect,  with all premiums due thereon  paid,
  the policies of insurance set forth therein.
  No notice of  cancellation  or termination has been received with respect to any
  insurance policy described in this Section 3.17. Since March 31, 2000, no claims
  in excess of $25,000 have been asserted by  PerfectData  or Merger Sub under any
  of the  insurance  policies of  PerfectData  or Merger Sub or relating to its or
  their  properties,  assets  or  operations  as to  which  any  payment  was made
  thereunder.
  
       Section 3.18. Tax Matters.
  
            (a) PerfectData, and any consolidated,  combined, unitary or aggregate
  group for Tax (as defined herein) purposes of which PerfectData is or has been a
  member,  have timely (taking into account  extensions of time to file) filed all
  Tax Returns  required to be filed by them,  and all such Tax Returns (as defined
  herein) were true,  correct and complete.  PerfectData  and each such group have
  paid all Taxes shown thereon or otherwise due. PerfectData has provided adequate
  accruals  (without  taking into account any reserve for  deferred  taxes) in its
  latest financial statements included in the PerfectData Financial Statements for
  any Taxes that have not been paid,  whether or not shown as being due on any Tax
  Returns.  Other  than  Taxes  incurred  in  the  ordinary  course  of  business,
  PerfectData  has no liability  for unpaid taxes  accruing  after the date of the
  PerfectData Financial Statements.
  
            (b) No personal  or real  property  of  PerfectData  is subject to any
  liens for Taxes, other than liens for Taxes not yet due and payable.
  
            (c) No audit of any Tax Return of PerfectData is being conducted,  or,
  to the knowledge of PerfectData, threatened, by a Tax Authority.
  
            (d) No extension of the statute of  limitations  on the  assessment of
  any Taxes has been granted by PerfectData and is currently in effect.
  
            (e) No agreement,  contract or arrangement  to which  PerfectData is a
  party may result in the  payment of any amount that would not be  deductible  by
  reason of Section 280G or Section 404 of the Code.
  
            (f) Since March 31,  2000,  there has been no change in  ownership  of
  PerfectData that has caused the utilization of any losses to be limited pursuant
  to Section  382 of the Code,  and any loss  carryovers  reflected  on the latest
  financial  statements  included  in the  PerfectData  Financial  Statements  are
  properly computed and reflected.
  
            (g)  PerfectData  has not been, and will not be, required by reason of
  the Merger to include  any  material  adjustment  in taxable  income for any tax
  period (or portion thereof)  pursuant to Section 481 or Section 263A of the Code
  or any  comparable  provision  under  state or  foreign  Tax laws as a result of
  transactions, events or accounting methods employed prior to the Merger.
  
            (h)  PerfectData  is not and never has been a party to any tax sharing
  or tax allocation agreement nor does PerfectData have any liability or potential
  liability to another party under any such agreement.
  (i) PerfectData has not ever been a member of a consolidated, combined
  or unitary group of which PerfectData was not the ultimate parent corporation.
  
            (j)  PerfectData  has not ever been a  "United  States  real  property
  holding corporation" within the meaning of Section 897 of the Code.
  
            (k) No taxing  authority  has raised  any issue with  respect to Taxes
  which, by application of similar  principles,  could result in the issuance of a
  Notice of Deficiency  or similar  notice of intention to assess Taxes by any Tax
  Authority.
  
            (l) Merger Sub has been formed for the sole  purpose of entering  into
  this Agreement and consummating the transaction  contemplated hereby. Merger Sub
  has never  conducted any business,  and has taken no action except in connection
  with the transactions contemplated by this Agreement.
  
            (m)  PerfectData has not taken or agreed to take any action that could
  reasonably be expected to prevent the Merger from  constituting a reorganization
  under  Section  368(a)(2)(D)  of  the  Code.  PerfectData  is not  aware  of any
  agreement,  plan or other  circumstance  that could  reasonably  be  expected to
  prevent the Merger from so qualifying.
  
            (n) For  purposes of this  Section  3.18 and Section 4.17 hereof "Tax"
  shall mean (i) any and all taxes, fees,  levies,  duties,  tariffs,  imposts and
  other charges of any kind (whether or not imposed on PerfectData for purposes of
  Section  3.18  or on  Sona  for  purposes  of  Section  4.17),  imposed  by  any
  governmental entity or taxing authority, including, without limitation, taxes or
  other charges on, measured by, or with respect to, income,  franchise,  windfall
  or other profits, gross receipts,  property, sales, use, capital stock, payroll,
  employment, social security, workers' compensation, unemployment compensation or
  net worth;  taxes or other  charges in the  nature of  excise,  withholding,  ad
  valorem, stamp, transfer,  value-added or gains taxes; license, registration and
  documentation fees; and custom's duties,  tariffs and similar charges;  (ii) any
  liability  for the  payment  of any  amounts of the type  described  in (i) as a
  result of being a member of an  affiliated,  combined,  consolidated  or unitary
  group for any Taxable period; (iii) any liability for the payment of any amounts
  of the type  described  in (i) as a result of being a person  required by law to
  withhold or collect taxes imposed on another person;  (iv) any liability for the
  payment of amounts of the type  described  in (i),  (ii) or (iii) as a result of
  being a transferee  of, or a successor in interest to, any person or as a result
  of an express or implied obligation to indemnify any person; and (v) any and all
  interest,  penalties,  additions  to  tax  and  additional  amounts  imposed  in
  connection with or with respect to any amounts  described in (i), (ii), (iii) or
  (iv); and "Tax Return" shall mean any return, report,  statement,  form or other
  documentation   (including  any  additional  or  supporting   material  and  any
  amendments  or  supplements)  filed or  maintained,  or  required to be filed or
  maintained,   with  respect  to,  or  in  connection   with,  the   calculation,
  determination, assessment or collection of any Taxes.
  
       Section 3.19. Employee Benefits.
  
            (a) Schedule  3.19(a) of the  PerfectData  Disclosure  Statement  sets
  forth (i) each  "employee  pension  benefit plan" (within the meaning of Section
  3(2) of the  Employment  Retirement  Income  Security  Act of 1974,  as  amended
  ("ERISA")) of which PerfectData or
  Merger  Sub is or has been the plan  sponsor  (within  the  meaning  of  Section
  3(16)(A)  of ERISA) and which  provides or provided  benefits  to  employees  of
  PerfectData  or Merger Sub together with the related trust  agreement  providing
  the funding medium for pension benefits  thereunder (the "Pension Plans");  (ii)
  each  "employee  welfare  benefit  plan"  (within the meaning of Section 3(1) of
  ERISA) of which  PerfectData  or Merger Sub is or has been the plan  sponsor and
  which  provides or provided  benefits to employees of PerfectData or Merger Sub,
  together with the related trust  agreement or insurance  contract  providing the
  funding medium for benefits thereunder and any related contracts thereunder (the
  "Welfare  Plans");  (iii) the summary plan description for each Pension Plan and
  Welfare Plan; (iv) the most recent financial statement,  if any, including audit
  reports  thereon,  Annual  Report Form 5500 and  actuarial  report for each such
  Pension Plan and Welfare Plan; (v) any  investment  management  agreement  which
  delegates  authority  for  investment  of the assets of any such Pension Plan or
  Welfare  Plan;  and (vi) the most recent  qualification  letter from the IRS for
  each Pension Plan and for any Welfare Plan funded through any  tax-exempt  trust
  qualified under Section 501(a) or (c) of the Code through which any Welfare Plan
  is funded.
  
            (b) With respect to any Pension Plan or Welfare Plan (the "Plans"):
  
                 (i) the financial  statements  relating to the Plans furnished to
                 Sona have been  prepared  in  accordance  with GAAP  consistently
                 applied  throughout  the periods  involved and are in  accordance
                 with the books and records of such Plans, which books and records
                 are correct and complete in all respects;
  
                 (ii) neither  PerfectData nor Merger Sub maintains or contributes
                 to any Plan other than those listed on Schedule 3.19(a);
  
                 (iii) all such Plans comply in all respects  with the  applicable
                 requirements  of ERISA,  all such  Pension  Plans comply with the
                 qualification  requirements  under Section 401(a) of the Code and
                 the  requirements  for tax-exempt  status under Section 501(a) or
                 (c) of the Code,  and each Plan has been  operated in  accordance
                 with its terms;
  
                 (iv) except for  severance and accrued  vacation  payments as set
                 forth  in  Schedule   3.19(b)  of  the   PerfectData   Disclosure
                 Statement, neither PerfectData nor Merger Sub provides or has any
                 obligation  to  provide  (or  contribute   toward  the  cost  of)
                 post-retirement welfare benefits with respect to their current or
                 former  employees or the current or former employees of any other
                 entity,  including,  but not limited to, post-retirement medical,
                 dental,  life insurance,  severance or any other similar benefit,
                 whether provided on an insured or self-insured basis;
  
                 (v) no change in the assets or  liabilities  of any such Plan has
                 occurred  after  the  date of the  financial  statement  relating
                 thereto (other than
  any change  resulting  from the accrual of  benefits,  payment of
                 benefits or receipt of contributions);
  
                 (vi) all  required  contributions  to the Plans have been  timely
                 made; and
  
                 (vii)  all   reporting   and   disclosure   obligations   to  any
                 governmental  agency or  entity  and to any Plan  participant  or
                 beneficiary have been satisfied.
  
            (c) Neither  PerfectData  nor Merger Sub is or has been a contributing
  employer to any multiemployer  pension plan (within the meaning of Section 3(37)
  of ERISA);  neither  PerfectData  nor Merger Sub is under any obligation to make
  contributions  to any  multiemployer  pension plan; and neither  PerfectData nor
  Merger Sub has any actual or potential liability under Section 4201 of ERISA for
  any complete or partial withdrawal from any multiemployer  pension plan relating
  to its employees or officers.
  
            (d) Except for the Plans or the programs and arrangements, contractual
  or otherwise,  listed or referred to in this Agreement or in Schedule 3.19(d) of
  the  PerfectData  Disclosure  Schedule  (i) neither  PerfectData  nor Merger Sub
  maintains or contributes to any plans,  programs or  arrangements  providing for
  (A) payment of deferred compensation or retirement benefits;  (B) the accrual or
  payment of bonuses or special or  incentive  compensation  of any kind;  (C) any
  severance  or  termination  payments;   (D)  loans,  loan  guarantees  or  other
  extensions of credit to its directors,  officers or employees; (E) life, health,
  disability or other welfare  benefits;  (F) moving or other  relocation  expense
  benefits or  reimbursements;  (ii) neither  PerfectData nor Merger Sub maintains
  any other  stock  bonus,  stock  option,  stock  purchase  or  similar  plans or
  practices,  whether formal or informal; and (iii) neither PerfectData nor Merger
  Sub is a party to any  written  or other  legally  binding  agreement  otherwise
  relating to the employment of any person.
  
       Section 3.20. Certain Advances.  There are no receivables of PerfectData or
  Merger  Sub  owing  by  its  directors,  officers,  employees,   consultants  or
  stockholders  of  PerfectData  or Merger Sub, or owing by any  affiliate  of any
  director or officer.  There are no payables of  PerfectData or Merger Sub due to
  its directors, officers, employees,  consultants, or stockholders of PerfectData
  or Merger  Sub,  or to any  affiliate  of any  director  or  officer,  except as
  described in Schedule 3.20 of the PerfectData Disclosure Statement.
  
       Section 3.21. Licenses and Permits.  Each of PerfectData and Merger Sub had
  obtained, and was in compliance with, all necessary licenses, permits, consents,
  approvals,  orders,  certificates,  authorizations,   declarations  and  filings
  required by all federal, state, local and other governmental, self-regulatory or
  regulatory  bodies  and all courts and other  tribunals  for the  conduct of the
  business and operations of PerfectData and Merger Sub as conducted in the past.
  
       Section 3.22.  Proprietary Rights.  Except as disclosed in Schedule 3.22 of
  the PerfectData  Disclosure Statement,  neither PerfectData nor Merger Sub owns,
  possesses or uses any  trademarks,  trade names,  service marks,  copyrights and
  patents,  or  applications   therefor,   or  other  intellectual  property  (the
  "Proprietary Rights"). The operations of PerfectData and Merger
  Sub have not in the past  conflicted with or infringed,  any Proprietary  Rights
  owned, possessed or used by any third party.
  
       Section 3.23. Labor and Employment Matters.  Neither PerfectData nor Merger
  Sub is a party to any union contract or other collective  bargaining  agreement,
  nor to the knowledge of  PerfectData  are there any activities or proceedings of
  any labor union to organize any of its employees. Each of PerfectData and Merger
  Sub is in material  compliance  with all  applicable (a) laws,  regulations  and
  agreements  respecting  employment  and  employment  practices,  (b)  terms  and
  conditions of employment,  and (c) occupational health and safety  requirements.
  There  are  no  controversies  pending  or,  to  the  knowledge  of  PerfectData
  threatened,  between PerfectData or Merger Sub and any of their employees, which
  controversies  would  reasonably  be  expected to have,  individually  or in the
  aggregate,   a  PerfectData   Material  Adverse  Effect.   There  are  no  labor
  controversies pending or threatened against PerfectData or Merger Sub.
  
           Section 3.24.     Compliance with Law.
  
            (a) The business of PerfectData at all times has been conducted in all
  material  respects in accordance with all applicable laws,  rules,  regulations,
  orders and other requirements of governmental and  self-regulatory  authorities,
  including,  without  limitation,   ERISA,  all  Environmental  Laws,  all  laws,
  regulations  and orders  relating to antitrust or trade  regulation,  employment
  practices  and  procedures,  the  health and safety of  employees  and  consumer
  credit.  Except as  disclosed  in Schedule  3.24 of the  PerfectData  Disclosure
  Statement, neither PerfectData nor Merger Sub has received any notice of alleged
  violations of any laws,  rules,  regulations,  orders or other  requirements  of
  governmental or self-regulatory authorities.
  
            (b) Commencing with  PerfectData's  private  placement which closed on
  March 31, 2000, all issuances of shares of the PerfectData Common Stock or other
  securities  exercisable  into shares of the  PerfectData  Common Stock have been
  issued  pursuant  to an  applicable  exemption  under the  Securities  Act,  any
  applicable  state  "blue sky" or  securities  law and the rules and  regulations
  promulgated thereunder.  The shares of the PerfectData Common Stock to be issued
  upon  the  exercise  of  options  granted  or  to be  granted  pursuant  to  the
  PerfectData  Option  Plan  have been  registered  under  the  Securities  Act in
  PerfectData's Registration Statement on Form S-8, File No. 333-51774.
  
       Section 3.25.  Litigation.  Other than as set forth in Schedule 3.25 of the
  PerfectData  Disclosure  Statement  (a)  there  is no  claim,  dispute,  action,
  proceeding,  suit or appeal or  investigation  or inquiry,  at law or in equity,
  involving  PerfectData  or  Merger  Sub or any of  its  or  their  officers  and
  directors  (in their  capacities as such) before any court,  agency,  authority,
  self-regulatory  authority,  arbitration  panel or other  tribunal  and,  to the
  knowledge of  PerfectData,  none has been  threatened or is in prospect  against
  PerfectData  or Merger Sub, (b) to the  knowledge of  PerfectData,  there are no
  facts which,  if known to  stockholders,  customers,  governmental  authorities,
  self-regulatory authorities, regulators, bondholders or other investors or other
  persons,  would form the basis of any such claim, dispute,  action,  proceeding,
  suit, appeal,  investigation or inquiry,  and (c) neither PerfectData nor Merger
  Sub is subject to any order,  writ,  injunction or decree of any court,  agency,
  authority, arbitration panel or other tribunal.
  Section 3.26. Board  Recommendation.  The board of directors of PerfectData
  has (a) approved and adopted this  Agreement,  (b) approved the Merger,  and (c)
  determined that this Agreement and the Merger are advisable,  fair to and in the
  best interests of PerfectData  and its  stockholders.  The board of directors of
  Merger Sub has approved and adopted this Agreement and declared it advisable and
  approved the Merger. The board of directors of PerfectData,  acting on behalf of
  PerfectData as the sole stockholder of Merger Sub, has approved and adopted this
  Agreement and approved the Merger.
  
       Section 3.27.  Underlying  Documents.  All underlying  documents  listed or
  described in the  PerfectData  Disclosure  Statement have been furnished or made
  available  to Sona or its  representatives,  except  as  expressly  noted in the
  PerfectData Disclosure Statement or because they were filed in a PerfectData SEC
  Report. All such documents furnished to Sona or its representatives are true and
  complete copies, and there are no amendments or modifications to such documents,
  except as expressly noted in the PerfectData  Disclosure  Statement.  The minute
  books of PerfectData contain full, complete and accurate records of all meetings
  and  other  corporate  actions  taken  by  the  directors  and  stockholders  of
  PerfectData.
  
       Section 3.28.  Brokers or Finders.  Neither  PerfectData nor Merger Sub has
  incurred,  nor will  either of  PerfectData  or Merger  Sub incur,  directly  or
  indirectly,  any liability for brokerage or finders' fees or agents' commissions
  or any similar  charges in connection with this  Agreement,  the Merger,  or the
  other transactions contemplated hereby.
  
       Section 3.29. Foreign Corrupt Practices Act. Neither PerfectData nor Merger
  Sub and none of  PerfectData's  or Merger Sub's  officers or  directors,  or, to
  PerfectData's knowledge, any employees,  agents, distributors or representatives
  acting on behalf of PerfectData or Merger Sub, has paid,  given or received,  or
  has  offered or promised to pay,  give or receive,  any bribe or other  unlawful
  payment of money or other thing of value,  any unlawful  discount,  or any other
  unlawful  inducement,  to or from any person or government  entity in the United
  States or  elsewhere in  connection  with or in  furtherance  of the business of
  PerfectData or Merger Sub (including,  without  limitation,  any unlawful offer,
  payment  or  promise  to pay money or other  thing of value  (i) to any  foreign
  official,  political  party (or  official  thereof) or candidate  for  political
  office for the purposes of influencing any act, decision or omission in order to
  assist PerfectData or Merger Sub in obtaining business for or with, or directing
  business  to, any person,  or (ii) to any person,  while  knowing  that all or a
  portion of such money or other thing of value will be offered, given or promised
  unlawfully  to any such  official or party for such  purposes).  The business of
  PerfectData,  as  conducted  prior to  November  30, 2004 when the sale to Spray
  Products  Corporation was consummated,  was not in any manner dependent upon the
  making or receipt of such  payments,  discounts  or other  inducements.  Neither
  PerfectData  nor Merger Sub has  otherwise  taken any  action  that could  cause
  PerfectData  or Merger Sub to be in violation of the Foreign  Corrupt  Practices
  Act of 1977, as amended,  the regulations  thereunder,  or any applicable law or
  regulation of similar effect.
  
       Section 3.30. Disclosure of Material Facts. PerfectData and Merger Sub have
  disclosed to Sona all material  facts  relating to the  condition  (financial or
  otherwise), business, net worth, assets, properties or operations of PerfectData
  and Merger Sub. The representations and warranties contained in this Article III
  and  in the  PerfectData  Disclosure  Statement,  and  any  other  documents  or
  information furnished to Sona by or on behalf of PerfectData and Merger
  Sub do not contain any untrue  statement of a material fact or omit to state any
  material fact necessary to make the statements  contained  herein or therein not
  misleading.
  
                                     ARTICLE IV
                       REPRESENTATIONS AND WARRANTIES OF SONA
  
       Sona  represents and warrants to PerfectData and Merger Sub, as of the date
  hereof and hereafter through and including the Closing Date, as follows, in each
  case subject to the exceptions set forth in the disclosure  statement  delivered
  by Sona to  PerfectData  prior to the  execution  of this  Agreement  (the "Sona
  Disclosure  Statement").  The Sona Disclosure Statement is arranged in Schedules
  corresponding  to the  numbered and lettered  sections and  subsections  of this
  Article IV, and the disclosure in any Schedule of the Sona Disclosure  Statement
  shall qualify only the corresponding Section of this Article IV.
  
       Section 4.1.  Organization.  Sona is a corporation duly organized,  validly
  existing and in good standing  under the laws of the State of Washington and has
  all  requisite  corporate  power and  authority  to own,  lease and  operate its
  properties and assets in the manner in which such  properties and assets are now
  owned,  leased  and  operated  and to carry on the  business  in which it is now
  engaged.  Prior to the date hereof,  Sona has delivered to PerfectData  true and
  complete copies of its certificate of incorporation (the "Sona Charter") and its
  bylaws (the "Sona Bylaws"), as currently in effect.
  
       Section 4.2.  Subsidiaries.  Sona does not, and as of the Closing Date will
  not,  own any equity  interest,  directly  or  indirectly,  in any  corporation,
  partnership,  limited  liability  company,  joint venture,  firm or other entity
  other than its  wholly-owned  subsidiary Sona  Innovations,  Inc.,  incorporated
  under the laws of the  Province  of  Ontario  (herein  referred  to as the "Sona
  Subsidiary"), and the wholly-owned inactive subsidiary listed in Schedule 4.2 of
  the  Sona  Disclosure  Statement.  The Sona  Subsidiary  is a  corporation  duly
  organized,  validly  existing  and  in  good  standing  under  the  laws  of the
  jurisdiction in which it was incorporated and has all requisite  corporate power
  and authority to own lease and operate its  properties  and assets in the manner
  in which such  properties  and assets are now owned,  leased and operated and to
  carry on the business in which it is now engaged.
  
       Section 4.3. Good  Standing.  Each of Sona and the Sona  Subsidiary is duly
  qualified as a foreign corporation to do business,  and is in good standing,  in
  each  jurisdiction  where the character of its owned or leased properties or the
  nature of its activities makes such  qualification  necessary,  except where the
  failure to be so qualified or in good standing would not, individually or in the
  aggregate,  reasonably  be expected to have a Sona Material  Adverse  Effect (as
  defined in Section 4.10(b) hereof).
  
       Section  4.4.  Validity.  Sona has full power and  authority to execute and
  deliver this Agreement and all of the other agreements and documents referred to
  herein,  executed in connection herewith or contemplated hereby to which Sona is
  or will be a party and to perform its  obligations  hereunder  and to consummate
  the  transactions  contemplated  hereby (assuming the adoption of this Agreement
  and approval of the Merger by the  requisite  approval of Sona's  shareholders).
  This Agreement constitutes the valid and binding obligation of Sona, enforceable
  in accordance  with its terms,  subject to bankruptcy,  insolvency or other laws
  affecting creditors' rights generally and general principles of equity affecting
  remedies.  The  execution  and  delivery  of  this  Agreement  by  Sona  and the
  consummation of the transactions  contemplated  hereby have been duly authorized
  by the board of directors of Sona and, other than the approval of this Agreement
  and the Merger by the  shareholders of Sona, such execution and delivery of this
  Agreement and the  consummation of the transactions  contemplated  hereby do not
  and will not  require the  consent,  approval  or  authorization  of any person,
  public authority, self-regulatory authority or other entity.
  
       Section 4.5. No Conflict.  The execution and delivery of this  Agreement by
  Sona and the performance of its  obligations  hereunder (a) are not in violation
  or breach of, and will not conflict with or constitute a default  under,  any of
  the terms of the Sona Charter or the Sona Bylaws,  or any note, debt instrument,
  security agreement,  deed of trust or mortgage or any other contract,  agreement
  or commitment binding upon Sona or the Sona Subsidiary or any of their assets or
  properties,  (b) will not  result in the  creation  or  imposition  of any lien,
  security  interest,  encumbrance,  equity or  restriction  in favor of any third
  party upon any of the assets or properties of Sona or the Sona  Subsidiary,  and
  (c) will not conflict with or violate any applicable law, regulation,  judgment,
  order or decree of any government, governmental instrumentality, self-regulatory
  authority or court having  jurisdiction  over Sona or the Sona Subsidiary or any
  of their assets or properties.
  
       Section 4.6.  Capitalization.  Sona's authorized  capital stock consists of
  (a) 10,000,000 shares of the Sona Common Stock, of which 2,989,546 are currently
  issued and  outstanding,  and 10,000,000  shares of the Sona Preferred Stock, of
  which 3,000,000 shares have been designated as the Sona Series A Preferred Stock
  and 2,327,779  shares of the Sona Series A Preferred Stock are currently  issued
  and  outstanding.  All of the issued and  outstanding  shares of the Sona Common
  Stock and the Sona Series A Preferred Stock have been duly  authorized,  validly
  issued and fully  paid,  are  nonassessable  and are free of any  preemptive  or
  similar rights.
  
       Section  4.7.  Obligations  with  Respect  to  Capital  Stock.  Sona has no
  commitment  or  obligation  to  issue,   deliver  or  sell,   under  any  offer,
  subscription,  stock option  agreement,  stock bonus  agreement,  stock purchase
  plan, incentive compensation plan, warrant, call, conversion right or otherwise,
  any shares of its  capital  stock or other  securities,  except as  contemplated
  under this  Agreement or as  disclosed  in Schedule  4.7 of the Sona  Disclosure
  Statement. There are no shareholder agreements, voting agreements, voting trusts
  or other  similar  arrangements  which  may have the  effect of  restricting  or
  limiting the transfer,  voting or other rights associated with the capital stock
  of Sona.
  
       Section 4.8. Financial Statements. There have been delivered to PerfectData
  true and correct copies of a draft of Sona's audited consolidated balance sheets
  as of  December  31,  2004  and  December  31,  2003,  and the  related  audited
  statements of  operations,  shareholders'  equity and cash flows,  including all
  notes and schedules  thereto,  for the fiscal years ended  December 31, 2004 and
  December 31, 2003 (the  "Preliminary  Sona Financial  Statements").  Each of the
  Preliminary  Sona Financial  Statements (a) was prepared in accordance with GAAP
  applied on a consistent  basis  throughout  the periods  involved and (b) fairly
  presented the consolidated financial position of Sona as at the respective dates
  thereof and the consolidated results of its
  operations and cash flows for the periods  indicated,  consistent with the books
  and records of the Sona.
  
       Section 4.9. No Undisclosed Liabilities.  Sona and the Sona Subsidiary have
  no  liabilities  (absolute,   accrued,   contingent  or  otherwise)  other  than
  liabilities  or  obligations  (a)  included in the  Preliminary  Sona  Financial
  Statements,  (b) incurred  since  December  31, 2004 in the  ordinary  course of
  business consistent with past practice, which, individually or in the aggregate,
  would not  reasonably  be expected to have a Sona  Material  Adverse  Effect (as
  defined in Section 4.10(b) hereof), (c) under this Agreement or (d) as disclosed
  in Schedule 4.9 of the Sona Disclosure  Statement,  which individually or in the
  aggregate,  would not  reasonably  be expected to have a Sona  Material  Adverse
  Effect.
  
       Section 4.10. Absence of Certain Changes or Events Since December 31, 2004.
  Since  December  31,  2004  except as  disclosed  in  Schedule  4.10 of the Sona
  Disclosure  Statement  and  except  for the  transactions  contemplated  by this
  Agreement:
  
            (a) Neither Sona nor the Sona  Subsidiary  has  sustained  any damage,
  destruction or loss (including,  without limitation,  by reason of revocation of
  license  or right to do  business,  total or  partial  termination,  suspension,
  default  or   modification  of  contracts,   governmental   or   self-regulatory
  restriction, regulation, investigation or inquiry).
  
            (b) No Sona Material  Adverse Effect (as defined herein) has occurred.
  For purposes of this  Agreement,  "Sona Material  Adverse Effect" shall mean any
  change or effect that is, or could  reasonably  be  expected  to be,  materially
  adverse to the business, operations, assets and liabilities (taken together as a
  whole),  capitalization,  results  of  operations  or  condition  (financial  or
  otherwise) of Sona and the Sona Subsidiary  (taken  together as a whole),  other
  than any change or effect (i) relating to the economy in general,  (ii) relating
  to the  industry in which Sona and the Sona  Subsidiary  operates in general and
  not specifically relating to Sona or the Sona Subsidiary or (iii) arising out of
  any  actions  taken  or  announced  by  Sona  at the  request  or  direction  of
  PerfectData,  or any  inaction  or  failure  to act by  Sona at the  request  or
  direction of PerfectData.
  
            (c) Except as provided in this  Agreement,  Sona has not, and the Sona
  Subsidiary  has not,  issued,  or authorized for issuance,  any equity,  debt or
  other  security of Sona or the Sona  Subsidiary,  and neither  Sona nor the Sona
  Subsidiary  has granted,  or entered into, any commitment or obligation to issue
  or sell any such equity,  debt or other security of Sona or the Sona Subsidiary,
  whether pursuant to any offer, underwriting or placement agent agreement,  stock
  option  agreement,   stock  bonus  agreement,  stock  purchase  plan,  incentive
  compensation plan, warrant, call, conversion right or otherwise.
  
            (d) Sona has not, and the Sona Subsidiary has not, incurred additional
  debt for borrowed money, or incurred any other  obligation or liability  (fixed,
  contingent or otherwise) except in the ordinary and usual course of its business
  and consistent with past practices.
  
            (e) Sona  has  not,  and the  Sona  Subsidiary  has  not,  authorized,
  declared,  paid or effected any dividend,  payment or other  distribution  on or
  with respect to any share of its
  capital stock,  except for any dividend,  payment or other distribution from the
  Sona Subsidiary to Sona.
  
            (f)  Sona  has  not  purchased,  redeemed  or  otherwise  acquired  or
  committed  itself to  acquire,  directly or  indirectly,  any share or shares of
  capital stock of Sona.
  
            (g) Sona has not, and the Sona Subsidiary has not, mortgaged,  pledged
  or otherwise  encumbered  or subjected to lien any of its assets or  properties,
  tangible or intangible, except for liens for current taxes which are not yet due
  and payable and other liens  arising  out of the  ordinary  and usual  course of
  business.
  
            (h) Sona has not, and the Sona  Subsidiary  has not,  entered into any
  material transaction or contract, nor has Sona or the Sona Subsidiary waived any
  right  of  substantial  value or  canceled  any  material  debts  or  claims  or
  voluntarily suffered any extraordinary losses.
  
            (i) Sona  has  not,  and the Sona  Subsidiary  has not,  effected  any
  amendment or supplement to, or extension of, any employee profit-sharing,  stock
  option,  stock  purchase,   pension,  bonus,  incentive,   retirement,   medical
  reimbursement,  life  insurance,  deferred  compensation  or any other  employee
  benefit plan or arrangement,  nor has Sona or the Sona Subsidiary implemented or
  paid any material salary increases, bonuses or similar payments.
  
            (j) Sona has not made any change in  accounting  methods or principles
  used for financial reporting purposes, except as required by a change in GAAP or
  pursuant to changes in or additions to FASB or SEC  pronouncements and concurred
  with by its independent public accountants.
  
            (k)  Neither  Sona  nor  the  Sona   Subsidiary   has  any  agreement,
  arrangement or understanding with respect to any of the foregoing.
  
       Section 4.11. Contracts and Commitments.
  
            (a) For purposes of this  Agreement,  each of the  following,  whether
  Sona or the Sona  Subsidiary is party  thereto,  shall be deemed to constitute a
  "Sona Material  Contract":  (i) any contract,  arrangement or understanding  the
  loss or  cancellation  of which could result in a Sona Material  Adverse Effect;
  (ii) any contract,  arrangement or  understanding  relating to the employment of
  any employee,  and any contract,  arrangement or understanding pursuant to which
  contract,  arrangement or  understanding  Sona or the Sona  Subsidiary is or may
  become obligated to make any severance, termination, bonus or relocation payment
  or any other  payment  (other  than  payments in respect of salary) in excess of
  $10,000,  to any current or former employee,  consultant or director;  (iii) any
  contract relating to the acquisition,  transfer, development, sharing or license
  of  any  material   proprietary   asset;  (iv)  any  contract,   arrangement  or
  understanding  which provides for  indemnification  of any officer,  director or
  employee;  (v) any  contract  creating or relating to any  partnership  or joint
  venture or any sharing of revenues, profits, losses, costs or liabilities;  (vi)
  any contract  that involves the payment or  expenditure  of $25,000 or more that
  may  not be  terminated  by  contract,  arrangement  or  understanding  (without
  penalty) within 30 days after the delivery of a termination  notice by contract,
  arrangement or understanding;  (vii) any contract contemplating or involving (A)
  the payment or delivery of cash or other  consideration in an amount or having a
  value in excess of $50,000 in the aggregate,  or (B) the
  performance of services having a value in excess of $50,000 in the aggregate; or
  (viii) any other  contract,  if a breach of such  contract  could  reasonably be
  expected to have a Sona Material Adverse Effect.
  
            (b) Each Sona Material Contract is valid and in full force and effect,
  and is enforceable in accordance with its terms (subject,  in each instance,  to
  bankruptcy,  insolvency, or other laws affecting creditors' rights generally and
  general  principles  of equity  affecting  remedies).  Neither Sona nor the Sona
  Subsidiary has materially violated or breached,  or committed any default under,
  any Sona  Material  Contract,  and,  to Sona's  knowledge,  no other  person has
  materially  violated or  breached,  or  committed  any default  under,  any Sona
  Material Contract.
  
            (c) To Sona's knowledge, no event has occurred, and no circumstance or
  condition  exists,  that  (with or  without  notice  or  lapse  of  time)  could
  reasonably be expected to (i) result in a material  violation or material breach
  of any provision of any Sona Material  Contract;  (ii) give any person the right
  to declare a default or exercise  any remedy under any Sona  Material  Contract;
  (iii)  give any  person  the right to  receive  or  require a  material  rebate,
  chargeback,  penalty  or change in  delivery  schedule  under any Sona  Material
  Contract;  (iv)  give  any  person  the  right to  accelerate  the  maturity  or
  performance of any Sona Material  Contract;  or (v) give any person the right to
  cancel, terminate or modify any Sona Material Contract.
  
            (d) Schedule 4.11 of the Sona Disclosure  Statement provides a list of
  all  Sona  Material  Contracts  (including  all  amendments  thereto).  Sona has
  provided or made available to PerfectData a copy of each Sona Material  Contract
  (including all amendments thereto) listed in Schedule 4.11.
  
       Section 4.12.  Title to Property.  Each of Sona and the Sona Subsidiary has
  good and valid  title to all of its  properties,  interests  in  properties  and
  assets,  real  and  personal,   reflected  in  the  Preliminary  Sona  Financial
  Statements  or  acquired  after  December  31,  2004,  and has  valid  leasehold
  interests in all leased  properties  and assets,  in each case free and clear of
  all mortgages,  liens, security interests,  pledges,  charges or encumbrances of
  any kind or  character,  except  (a)  liens  for  current  taxes not yet due and
  payable,  (b)  such  imperfections  of  title,  encumbrances,   liens,  security
  interests  and  easements  as would not  reasonably  be  expected to have a Sona
  Material Adverse Effect, and (c) mortgages,  security interests and other liens,
  if any, securing debt reflected in the Preliminary Sona Financial Statements.
  
       Section 4.13. Environmental.
  
            (a) No Hazardous Materials have been used, stored or otherwise handled
  in any manner by Sona or the Sona  Subsidiary  on, under,  in, from or affecting
  any of the real property leased by Sona or the Sona  Subsidiary  during the past
  five years (the "Sona  Property"),  other than in compliance with  Environmental
  Laws.  To Sona's  knowledge,  no prior or current  owner or occupant of the Sona
  Property has used Hazardous  Materials on, under, in, from or affecting the Sona
  Property.
  
            (b) No Hazardous Materials have at any time been released into, stored
  or deposited by Sona or the Sona
  Subsidiary  within or on the Sona Property,  by Sona or the Sona Subsidiary into
  any water  systems on or below the surface of the Sona  Property,  or by Sona or
  the Sona  Subsidiary  directly or  indirectly  onto any property or water system
  adjoining,  adjacent to or abutting the Sona Property, or have been used by Sona
  or the Sona  Subsidiary in the  construction of any  improvements  located on or
  about the Sona Property.
  
            (c) Neither  Sona nor the Sona  Subsidiary  has received any notice of
  any  violations  (nor is any of them aware of any  existing  violations)  of any
  applicable  laws  governing  the  use,   storage,   treatment,   transportation,
  manufacture, refinement, handling, production or disposal of Hazardous Materials
  on,  under,  in, from or affecting the Sona Property and there are not any legal
  actions or  proceedings  commenced  or, to Sona's  knowledge,  threatened by any
  person with respect to any such violations.
  
            (d) The Sona  Property is currently  being,  and has in the past been,
  operated by Sona or the Sona  Subsidiary in accordance  with,  and in compliance
  with, all applicable Environmental Laws.
  
       Section 4.14 Bank Accounts.  Schedule 4.14 of the Sona Disclosure Statement
  constitutes a full and complete list of all of the bank accounts of Sona and the
  Sona Subsidiary  together with the names of persons  authorized to draw thereon.
  All cash in such  accounts is held in demand  deposits and is not subject to any
  restriction or limitation as to withdrawal.  All of such accounts are reconciled
  on a timely basis, are fully funded and are free from material errors.
  
       Section 4.15 Guarantees.  None of the obligations or liabilities of Sona or
  the  Sona  Subsidiary  is  guaranteed  by  any  person,  firm,   association  or
  corporation.  Schedule 4.15 of the Sona Disclosure  Statement contains a correct
  and complete list of all guarantees by Sona and the Sona Subsidiary.
  
       Section 4.16.  Insurance.  Schedule 4.16 of the Sona  Disclosure  Statement
  constitutes  a full and complete list of all policies of insurance to which Sona
  or the Sona Subsidiary is a party or is a beneficiary or named insured.  Sona or
  the Sona Subsidiary has in full force and effect,  with all premiums due thereon
  paid, the policies of insurance set forth therein.  No notice of cancellation or
  termination has been received with respect to any insurance  policy described in
  this Section  4.16.  Since  January 1, 2002, no claims in excess of $25,000 have
  been asserted by Sona or the Sona Subsidiary under any of the insurance policies
  of Sona or the Sona Subsidiary or relating to either of its  properties,  assets
  or operations.
  
       Section 4.17. Tax Matters.
  
       (a) Sona, and any  consolidated,  combined,  unitary or aggregate group for
  Tax  purposes of which Sona is or has been a member,  have timely  (taking  into
  account  extensions of time to file) filed all Tax Returns  required to be filed
  by them, and all such Tax Returns were true, correct and complete. Sona and each
  such group have paid all Taxes shown thereon or otherwise due. Sona has provided
  adequate  accruals  (without taking into account any reserve for deferred taxes)
  in its latest  financial  statements  included in the Preliminary Sona Financial
  Statements for any Taxes that have not been paid,  whether or not shown as being
  due on any Tax  Returns.  Other than Taxes  incurred in the  ordinary  course of
  business, neither Sona nor the Sona
  Subsidiary  has any  liability for unpaid taxes  accruing  after the date of the
  Preliminary Sona Financial Statements.
  
            (b) No personal or real  property  of Sona or the Sona  Subsidiary  is
  subject  to any  liens for  Taxes,  other  than  liens for Taxes not yet due and
  payable.
  
            (c) No audit of any Tax Return of Sona or the Sona Subsidiary is being
  conducted, or, to the knowledge of Sona, threatened, by a Tax Authority.
  
            (d) No extension of the statute of  limitations  on the  assessment of
  any Taxes has been  granted by Sona or the Sona  Subsidiary  and is currently in
  effect.
  
            (e) No agreement,  contract or  arrangement  to which Sona or the Sona
  Subsidiary  is a party may result in the payment of any amount that would not be
  deductible by reason of Section 280G or Section 404 of the Code.
  
            (f) There has been no change in  ownership of Sona that has caused the
  utilization of any losses to be limited pursuant to Section 382 of the Code, and
  any loss carry overs reflected on the latest  financial  statements  included in
  the Sona Financial Statements are properly computed and reflected.
  
            (g) Sona has not been,  and will not be, and the Sona  Subsidiary  has
  not been,  and will not be,  required  by reason of the  Merger to  include  any
  material  adjustment in taxable  income for any tax period (or portion  thereof)
  pursuant to Section 481 or Section 263A of the Code or any comparable  provision
  under  state  or  foreign  tax  laws as a  result  of  transactions,  events  or
  accounting methods employed prior to the Merger.
  
            (h)  Neither  Sona nor the Sona  Subsidiary  is, and  neither has ever
  been, a party to any tax sharing or tax allocation  agreement nor does Sona have
  any liability or potential liability to another party under any such agreement.
  
            (i) Neither Sona nor the Sona  Subsidiary  has ever been a member of a
  consolidated,  combined  or unitary  group of which  Sona,  or,  prior to Sona's
  incorporation, the Sona Subsidiary, was not the ultimate parent corporation.
  
            (j)  Neither  Sona nor the Sona  Subsidiary  has ever  been a  "United
  States real property holding  corporation"  within the meaning of Section 897 of
  the Code.
  
            (k) No taxing  authority  has raised  any issue with  respect to Taxes
  which, by application of similar  principles,  could result in the issuance of a
  Notice of Deficiency  or similar  notice of intention to assess Taxes by any Tax
  Authority.
  
            (l) Sona has not  taken  or  agreed  to take  any  action  that  could
  reasonably be expected to prevent the Merger from  constituting a reorganization
  under Section 363(a)(2)(D) of the Code. Sona is not aware of any agreement, plan
  or other  circumstance  that could  reasonably be expected to prevent the Merger
  from so qualifying.
  Section 4.18. Employee Benefits.
  
            (a) Schedule 4.18 of the Sona Disclosure Statement sets forth (i) each
  "employee pension benefit plan" (within the meaning of Section 3(2) of the ERISA
  of which Sona or the Sona  Subsidiary is the plan sponsor (within the meaning of
  Section  3(16)(A) of ERISA) and which  provides  benefits to  employees  of Sona
  and/or the Sona Subsidiary,  together with the related trust agreement providing
  the funding medium for pension  benefits  thereunder (the "Sona Pension Plans");
  (ii) each "employee welfare benefit plan" (within the meaning of Section 3(1) of
  ERISA)  of which  Sona or the Sona  Subsidiary  is the plan  sponsor  and  which
  provides benefits to employees of Sona and/or the Sona Subsidiary, together with
  the related trust agreement or insurance  contract  providing the funding medium
  for benefits thereunder and any related contracts  thereunder (the "Sona Welfare
  Plans");  (iii) the summary plan description for each Sona Pension Plan and Sona
  Welfare Plan; (iv) the most recent financial statement,  if any, including audit
  reports thereon, Annual Report Form 5500 and actuarial report for each such Sona
  Pension Plan and Sona Welfare  Plan;  (v) any  investment  management  agreement
  which delegates  authority for investment of the assets of any such Sona Pension
  Plan or Sona Welfare Plan;  and (vi) the most recent  qualification  letter from
  the IRS for each Sona Pension Plan and for any Sona Welfare Plan funded  through
  any tax-exempt  trust  qualified under Section 501(a) or (c) of the Code through
  which any Sona Welfare Plan is funded.
  
            (b) With  respect to any Sona  Pension  Plan or Sona Welfare Plan (the
  "Sona Plans"):
  
                 (i) the financial statements relating to the Sona Plans furnished
                 to  PerfectData  have  been  prepared  in  accordance  with  GAAP
                 consistently  applied  throughout the periods involved and are in
                 accordance  with the books and records of such Sona Plans,  which
                 books and records are correct and complete in all respects;
  
                 (ii) each of Sona and the Sona  Subsidiary  does not  maintain or
                 contribute to any Plan other than those listed on Schedule 4.18;
  
                 (iii)  all  such  Sona  Plans  comply  in all  respects  with the
                 applicable  requirements  of ERISA,  all such Sona Pension  Plans
                 comply with the qualification  requirements  under Section 401(a)
                 of the Code and the  requirements  for  tax-exempt  status  under
                 Section  501(a) or (c) of the  Code,  and each Sona Plan has been
                 operated in accordance with its terms;
  
                 (iv)  neither  Sona nor the Sona  Subsidiary  provides or has any
                 obligation  to  provide  (or  contribute   toward  the  cost  of)
                 post-retirement welfare benefits with respect to their current or
                 former  employees or the current or former employees of any other
                 entity,  including,  but not limited to, post-retirement medical,
                 dental,  life insurance,  severance or any other similar benefit,
                 whether provided on an insured or self-insured basis;
  (v) no material  change in the assets or  liabilities of any such
                 Sona Plan has occurred after the date of the financial  statement
                 relating  thereto  (other  than  any  change  resulting  from the
                 accrual  of   benefits,   payment  of   benefits  or  receipt  of
                 contributions);
  
                 (vi) all  required  contributions  to the Sona  Plans  have  been
                 timely made; and
  
                 (vii)  all   reporting   and   disclosure   obligations   to  any
                 governmental agency or entity and to any Sona Plan participant or
                 beneficiary have been satisfied.
  
            (c)  Neither  Sona  nor  the  Sona  Subsidiary  is,  or  has  been,  a
  contributing  employer to any multiemployer  pension plan (within the meaning of
  Section  3(37) of  ERISA);  neither  Sona nor the Sona  Subsidiary  is under any
  obligation to make contributions to any multiemployer  pension plan; and neither
  Sona nor the Sona Subsidiary has any actual or potential liability under Section
  4201 of ERISA for any  complete  or partial  withdrawal  from any  multiemployer
  pension plan relating to employees or officers of Sona or the Sona Subsidiary.
  
            (d)  Except  for the Sona  Plans  or the  programs  and  arrangements,
  contractual or otherwise, listed or referred to in this Agreement or in Schedule
  4.18 of the Sona  Disclosure  Schedule (i) neither Sona nor the Sona  Subsidiary
  maintains or contributes to any plans,  programs or  arrangements  providing for
  (A) payment of deferred compensation or retirement benefits;  (B) the accrual or
  payment of bonuses or special or  incentive  compensation  of any kind;  (C) any
  severance  or  termination  payments;   (D)  loans,  loan  guarantees  or  other
  extensions  of credit to  directors,  officers or  employees of Sona or the Sona
  Subsidiary   (other  than  as  disclosed  in  the  Preliminary   Sona  Financial
  Statements);  (E) life, health, disability or other welfare benefits; (F) moving
  or other relocation  expense benefits or  reimbursements;  (ii) neither Sona nor
  the Sona  Subsidiary  maintains  any other  stock  bonus,  stock  option,  stock
  purchase or similar plans or practices,  whether  formal or informal;  and (iii)
  neither Sona nor the Sona  Subsidiary is a party to any written or other legally
  binding agreement otherwise relating to the employment of any person.
  
       Section 4.19.  Certain  Advances.  There are no  receivables of Sona or the
  Sona  Subsidiary  owing  by  directors,  officers,  employees,   consultants  or
  shareholders  of Sona or the Sona  Subsidiary,  or owing by any affiliate of any
  director  or officer of Sona,  other than  advances  in the  ordinary  and usual
  course of  business to  officers,  employees  or  consultants  for  reimbursable
  business  and  personal  expenses.  There  are no  payables  of Sona or the Sona
  Subsidiary  due  to  the   directors,   officers,   employees,   consultants  or
  stockholders of Sona or the Sona Subsidiary, or to any affiliate of any director
  or officer,  except as disclosed in the Preliminary Sona Financial Statements or
  in Schedule 4.19 of the Sona Disclosure Statement.
  
       Section 4.20.  Licenses and Permits.  Each of Sona and the Sona  Subsidiary
  has  obtained,  and is in compliance  with,  all  necessary  licenses,  permits,
  consents,  approvals,  orders,  certificates,  authorizations,  declarations and
  filings  required  by  all  federal,   state,  local  and  other   governmental,
  self-regulatory or regulatory bodies and all courts and other tribunals for the
  conduct of the business and  operations  of Sona and the Sona  Subsidiary as now
  conducted  or as  conducted  in the past,  except where the failure to obtain or
  comply would not have a Sona Material Adverse Effect.
  
       Section 4.21.  Proprietary  Rights.  Schedule  4.21 of the Sona  Disclosure
  Statement  contains a full and complete list of all material  Proprietary Rights
  owned, possessed or used by Sona or the Sona Subsidiary.  The operations of Sona
  and the Sona  Subsidiary do not now conflict  with or infringe,  and have not in
  the past conflicted with or infringed,  any Proprietary Rights owned,  possessed
  or used by any third party, except where such conflict or infringement would not
  have a Sona Material Adverse Effect. There are no third parties whose operations
  conflict with or infringe, nor has anyone asserted that such operations conflict
  with or infringe, any Proprietary Rights owned, possessed or used by Sona or the
  Sona Subsidiary, except where the conflict or infringement would not have a Sona
  Material Adverse Effect.
  
       Section 4.22. Labor and Employment. Neither Sona nor the Sona Subsidiary is
  a party to any union contract or other collective bargaining  agreement,  nor to
  the knowledge of Sona are there any activities or proceedings of any labor union
  to organize any of the  employees of Sona or the Sona  Subsidiary.  Each of Sona
  and the Sona Subsidiary is in material  compliance with all applicable (a) laws,
  regulations and agreements respecting  employment and employment practices,  (b)
  terms and  conditions  of  employment,  and (c)  occupational  health and safety
  requirements.  There are no  controversies  pending or, to the knowledge of Sona
  threatened, between Sona or the Sona Subsidiary, on the one hand, and any of its
  employees,  on the other hand, which  controversies would reasonably be expected
  to have, individually or in the aggregate, a Sona Material Adverse Effect. There
  are no  labor  controversies  pending  or  threatened  against  Sona or the Sona
  Subsidiary.
  
       Section 4.23. Compliance with Law.
  
            (a) The  business  of each of Sona  and the Sona  Subsidiary  has been
  conducted in all  material  respects in  accordance  with all  applicable  laws,
  rules,   regulations,   orders  and  other   requirements  of  governmental  and
  self-regulatory   authorities,   including,   without  limitation,   ERISA,  all
  Environmental  Laws, all laws,  regulations  and orders relating to antitrust or
  trade regulation,  employment practices and procedures, the health and safety of
  employees  and  consumer  credit,  except  where the  failure to so conduct  its
  business  would not have a Sona Material  Adverse  Effect.  Neither Sona nor the
  Sona  Subsidiary  has  received  any notice of alleged  violations  of any laws,
  rules,   regulations,   orders  or  other   requirements   of   governmental  or
  self-regulatory authorities.
  
            (b) The issued and outstanding shares of the Sona Common Stock and the
  Sona Series A Preferred Stock and any securities convertible or exercisable into
  shares of the Sona Common Stock were issued pursuant to an applicable  exemption
  under  the  Securities  Act,  any  applicable  state or  foreign  "blue  sky" or
  securities law and the rules and regulations promulgated thereunder.
  
       Section 4.24. Litigation.  There is no claim, dispute, action,  proceeding,
  suit or appeal or investigation or inquiry, at law or in equity, involving Sona,
  the Sona Subsidiary,  or any of its respective  officers and directors (in their
  capacities  as  such)  before  any  court,  agency,  authority,
  self-regulatory  authority,  arbitration  panel or  other  tribunal,  which,  if
  decided adversely to Sona and/or the Sona Subsidiary, would have a Sona Material
  Adverse Effect, and, to the knowledge of Sona, none has been threatened or is in
  prospect  against Sona or the Sona  Subsidiary.  To the knowledge of Sona, there
  are  no  facts  which,  if  known  to  shareholders,   customers,   governmental
  authorities,  self-regulatory  authorities,  regulators,  bondholders  or  other
  investors  or other  persons,  would form the basis of any such claim,  dispute,
  action, proceeding, suit, appeal, investigation or inquiry, and neither Sona nor
  the Sona Subsidiary is subject to any order,  writ,  injunction or decree of any
  court, agency, authority, arbitration panel or other tribunal.
  
       Section 4.25. Board Recommendation.  The board of directors of Sona has (a)
  approved and adopted this Agreement, (b) approved the Merger, and (c) determined
  that  this  Agreement  and the  Merger  are  advisable,  fair to and in the best
  interests of Sona and its shareholders.
  
       Section 4.26.  Underlying  Documents.  All underlying  documents  listed or
  described in the Sona Disclosure Statement have been furnished or made available
  to PerfectData  or its  representatives,  except as expressly  noted in the Sona
  Disclosure  Statement.  All  such  documents  furnished  to  PerfectData  or its
  representatives  are true and complete  copies,  and there are no  amendments or
  modifications  to  such  documents,  except  as  expressly  noted  in  the  Sona
  Disclosure  Statement.  The minute  books of Sona  contain  full,  complete  and
  accurate  records  of all  meetings  and other  corporate  actions  taken by the
  directors and shareholders of Sona.
  
       Section  4.27.  Brokers or  Finders.  Sona has not  incurred,  and will not
  incur,  directly or indirectly,  any liability for brokerage or finders' fees or
  agents'  commissions or any similar charges in connection with this Agreement or
  the transactions contemplated hereby other than to Colebrooke,  which obligation
  to  Colebrooke  shall  be paid by Sona to  Colebrooke  in  connection  with  the
  Closing.
  
       Section 4.28.  Foreign  Corrupt  Practices  Act.  Neither Sona nor the Sona
  Subsidiary  and none of Sona's or the Sona  Subsidiary's  officers or directors,
  or, to Sona's knowledge, any employees,  agents, distributors or representatives
  acting on behalf of Sona or the Sona Subsidiary, has paid, given or received, or
  has  offered or promised to pay,  give or receive,  any bribe or other  unlawful
  payment of money or other thing of value,  any unlawful  discount,  or any other
  unlawful  inducement,  to or from any person or government  entity in the United
  States or elsewhere in connection with or in furtherance of the business of Sona
  or the Sona  Subsidiary  (including,  without  limitation,  any unlawful  offer,
  payment  or  promise  to pay money or other  thing of value  (i) to any  foreign
  official,  political  party (or  official  thereof) or candidate  for  political
  office for the purposes of influencing any act, decision or omission in order to
  assist  Sona or the Sona  Subsidiary  in  obtaining  business  for or  with,  or
  directing business to, any person, or (ii) to any person, while knowing that all
  or a portion of such money or other  thing of value  will be  offered,  given or
  promised  unlawfully  to any such  official  or party  for such  purposes).  The
  business of Sona and the Sona Subsidiary is and was not in any manner  dependent
  upon the making or receipt of such  payments,  discounts  or other  inducements.
  Neither Sona nor any Sona  Subsidiary has otherwise  taken any action that could
  cause Sona or any Sona  Subsidiary  to be in  violation  of the Foreign  Corrupt
  Practices Act of 1977, as amended, the regulations thereunder, or any applicable
  law or regulation of similar effect.
  Section  4.29.   Disclosure  of  Material  Facts.  Sona  has  disclosed  to
  PerfectData  all  material  facts  relating  to  the  condition   (financial  or
  otherwise),  business,  net worth, assets,  properties or operations of Sona and
  the Sona  Subsidiary.  The  representations  and  warranties  contained  in this
  Article IV and in the Sona  Disclosure  Statement,  and any other  documents  or
  information  furnished to PerfectData by or on behalf of Sona do not contain any
  untrue statement of a material fact or omit to state any material fact necessary
  to make the statements contained herein or therein not misleading.
  
                                      ARTICLE V
                                      COVENANTS
  
       Section 5.1. Conduct of Business Prior to Closing.
  
            (a) Except as expressly provided in this Agreement, in Schedule 5.1(a)
  of the PerfectData  Disclosure Statement or as expressly consented to in writing
  by  Sona  (which  consent  shall  not  be  unreasonably  withheld,   delayed  or
  conditioned),  during the period from the date of this  Agreement to the earlier
  of the termination of this Agreement or the Closing Date, PerfectData and Merger
  Sub will not take any action  which  would  adversely  affect  their  ability to
  consummate the Merger or the other transactions  contemplated by this Agreement.
  Without limiting the generality of the foregoing, and except as set forth in the
  PerfectData  Disclosure  Statement  or as otherwise  expressly  provided in this
  Agreement,  prior to the earlier of the  termination  of this  Agreement  or the
  Closing Date,  PerfectData  shall not, without the prior written consent of Sona
  (which  consent shall not be  unreasonably  withheld,  delayed or  conditioned),
  directly  or  indirectly,  do (or  commit to do),  and shall  not,  directly  or
  indirectly, permit Merger Sub to do (or commit to do), any of the following:
  
                 (i) split, combine or reclassify any shares of its capital stock;
  
                 (ii)  authorize,  recommend,  solicit,  propose  or  announce  an
                 intention to authorize,  recommend,  solicit or propose, or enter
                 into any agreement with any other person with respect to any plan
                 of  liquidation  or  dissolution,  any  acquisition  of assets or
                 securities,  any disposition of assets or securities,  any change
                 in  capitalization,   or  any  partnership,   association,  joint
                 venture, joint development, or other business alliance;
  
                 (iii)  fail  to  renew  any  insurance  policy  naming  it  as  a
                 beneficiary  or a loss  payee,  or take any steps or fail to take
                 any steps that would permit any  insurance  policy naming it as a
                 beneficiary  or a  loss  payee  to  be  canceled,  terminated  or
                 materially altered, except in the ordinary course of business and
                 consistent  with past  practice and following  written  notice to
                 Sona;
  
                 (iv) maintain its books and records in a manner other than in the
                 ordinary course of business and consistent with past practice;
  (v) enter into any hedging,  option,  derivative or other similar
                 transaction or any foreign exchange  position or contract for the
                 exchange  of  currency  other  than  in the  ordinary  course  of
                 business and consistent with past practice;
  
                 (vi) institute any change in its accounting  methods,  principles
                 or practices  or revalue any assets,  except as  consistent  with
                 past  practice  or as required by a change in GAAP or pursuant to
                 changes  in or  additions  to  FASB  or  SEC  pronouncements  and
                 concurred with by its independent  registered  public  accounting
                 firm;
  
                 (vii) with  respect of any  taxes,  make or change any  election,
                 change any accounting  method,  enter into any closing agreement,
                 settle any claim or  assessment,  or consent to any  extension or
                 waiver of the limitation  period applicable to any material claim
                 or assessment except as required by applicable law;
  
                 (viii)  issue any  capital  stock or other  options,  warrants or
                 other rights to purchase or acquire capital stock, other than the
                 exercise of options,  warrants or other purchase  rights pursuant
                 to existing plans or arrangements outstanding on the date hereof;
  
                 (ix) declare,  accrue,  set aside or pay any dividend or make any
                 other  distribution  in respect of any shares of capital stock or
                 repurchase,  redeem or otherwise  reacquire any shares of capital
                 stock or other securities;
  
                 (x)  amend  or  permit  the  adoption  of any  amendments  to the
                 PerfectData  or Merger Sub Charters or  PerfectData or Merger Sub
                 Bylaws  or  effect  or  become a party  to any  recapitalization,
                 reclassification of shares,  stock split,  reverse stock split or
                 similar transaction;
  
                 (xi) form any subsidiary or acquire any equity  interest or other
                 interest in any other person or entity  (other than the formation
                 of such subsidiaries as are necessary to effect the Merger);
  
                 (xii) acquire, lease or license any right or other asset from any
                 other  person  or sell or  otherwise  dispose  of,  or  lease  or
                 license,  any right or other asset to any other  person or change
                 the  location  of any of its  assets  or waive or  relinquish  or
                 modify any material right;
  
                 (xiii) lend money or incur or guarantee any indebtedness;
  
                 (xiv) commence or settle any legal proceeding; or
  
                 (xv) take,  or agree to take,  any of the  actions  described  in
                 subsections (i) through (xiv) or this Section 5.1(a).
  (b) Except as expressly provided in this Agreement, in Schedule 5.1(b)
  of the Sona  Disclosure  Statement  or as  expressly  consented to in writing by
  PerfectData  (which  consent  shall not be  unreasonably  withheld,  delayed  or
  conditioned),  during the period from the date of this  Agreement to the earlier
  of the  termination of this Agreement or the Closing Date,  Sona will, and shall
  cause the Sona  Subsidiary  to, (X)  conduct  its  operations  according  to its
  ordinary and usual course of business  consistent  with past  practice,  (Y) use
  commercially reasonable efforts to preserve intact its business organization, to
  keep  available  the  services of its officers  and  employees in each  business
  function   and  to   maintain   satisfactory   relationships   with   suppliers,
  distributors,  customers and others having business  relationships  with it, and
  (Z) not  take  any  action  which  would  adversely  affect  Sona's  ability  to
  consummate the Merger or the other transactions  contemplated by this Agreement.
  Without limiting the generality of the foregoing, and except as set forth in the
  Sona Disclosure  Statement or as otherwise expressly provided in this Agreement,
  prior to the earlier of the  termination  of this Agreement or the Closing Date,
  Sona shall not, without the prior written consent of PerfectData  (which consent
  shall  not be  unreasonably  withheld,  delayed  or  conditioned),  directly  or
  indirectly, do (or commit to do), and shall not, directly or indirectly,  permit
  the Sona Subsidiairy to do (or commit to do), any of the following:
  
                 (i) split, combine or reclassify any shares of its capital stock;
  
                 (ii)  authorize,  recommend,  solicit,  propose  or  announce  an
                 intention to authorize,  recommend,  solicit or propose, or enter
                 into any agreement with any other person with respect to any plan
                 of  liquidation  or  dissolution,  any  acquisition of a material
                 amount of assets or  securities,  any  disposition  of a material
                 amount  of  assets  or   securities,   any  material   change  in
                 capitalization,  or any material partnership,  association, joint
                 venture,   joint  development,   technology  transfer,  or  other
                 material business alliance;
  
                 (iii)  fail  to  renew  any  insurance  policy  naming  it  as  a
                 beneficiary  or a loss  payee,  or take any steps or fail to take
                 any steps that would permit any  insurance  policy naming it as a
                 beneficiary  or a  loss  payee  to  be  canceled,  terminated  or
                 materially altered, except in the ordinary course of business and
                 consistent  with past  practice and following  written  notice to
                 PerfectData;
  
                 (iv) maintain its books and records in a manner other than in the
                 ordinary course of business and consistent with past practice;
  
                 (v) enter into any hedging,  option,  derivative or other similar
                 transaction or any foreign exchange  position or contract for the
                 exchange  of  currency  other  than  in the  ordinary  course  of
                 business and consistent with past practice;
  
                 (vi) institute any change in its accounting  methods,  principles
                 or  practices  other than as required  by GAAP,  or the rules and
                 regulations promulgated by the SEC and with the concurrence
  of its  independent  public  accountants,  or revalue any assets,
                 including without limitation, writing down the value of inventory
                 or writing off notes or accounts receivables;
  
                 (vii)  with  respect of any  taxes,  make or change any  material
                 election,  change any accounting  method,  enter into any closing
                 agreement, settle any material claim or assessment, or consent to
                 any extension or waiver of the  limitation  period  applicable to
                 any material claim or assessment except as required by applicable
                 law;
  
                 (viii) suspend, terminate or otherwise discontinue any planned or
                 ongoing  research and development  activities,  programs or other
                 such activities which would be reasonably expected to have a Sona
                 Material Adverse Effect;
  
                 (ix) issue any capital stock or other options,  warrants or other
                 rights to  purchase  or  acquire  capital  stock,  other than the
                 exercise of options or other purchase rights pursuant to existing
                 plans or arrangements;
  
                 (x)  declare,  accrue,  set aside or pay any dividend or make any
                 other  distribution  in respect of any shares of capital stock or
                 repurchase,  redeem or otherwise  reacquire any shares of capital
                 stock  or  other  securities,  other  than  any  dividend  to  be
                 distributed  by a Sona  Subsidiary  to Sona prior to the  Closing
                 Date;
  
                 (xi) amend or permit the adoption of any  amendments  to the Sona
                 Charter  or the Sona  Bylaws  or  effect or become a party to any
                 recapitalization,   reclassification  of  shares,   stock  split,
                 reverse stock split or similar transaction;
  
                 (xii) form any subsidiary or acquire any equity interest or other
                 interest in any other person or entity;
  
                 (xiii) commence or settle any legal proceeding; or
  
                 (xiv) take,  or agree to take,  any of the actions  described  in
                 subsections (i) through (xiii) or this Section 5.1(b).
  
            (c) From and after the date of this Agreement, each party hereto shall
  use all  reasonable  efforts to cause the Merger to qualify,  and shall not take
  any actions or cause any actions to be taken which could  reasonably be expected
  to prevent the Merger  from  qualifying,  as a  "reorganization"  under  Section
  368(a)(2)(D) of the Code.
  
       Section 5.2. Stockholder Approval.  PerfectData, as the sole stockholder of
  Merger Sub shall  approve  and adopt this  Agreement  and  approve the Merger on
  behalf of Merger Sub. Sona shall take all action  necessary in  connection  with
  applicable  law to  convene a  meeting  of the  shareholders  of Sona (or act by
  written  consent) as promptly as  practicable  after the date hereof to consider
  and vote upon this  Agreement and the  transactions  contemplated  hereby.  Sona
  shall,
  
  through its Board of Directors, recommend that its shareholders vote in favor of
  the  adoption of this  Agreement  and  approve  the Merger and the  transactions
  contemplated hereby.
  
       Section 5.3. Updating of the Disclosure Schedules.
  
            (a) From the date hereof  until the Closing  Date,  PerfectData  shall
  keep up to date the PerfectData  Disclosure  Statement and shall promptly notify
  Sona of any changes or additions  or events which may,  after the lapse of time,
  cause any change or addition in the PerfectData Disclosure Statement, other than
  changes to the PerfectData  Disclosure  Statement due to the consummation of the
  transactions  contemplated  hereby. This covenant and any notices by PerfectData
  hereunder  shall not be deemed in any way to  constitute a waiver by Sona of the
  condition herein which provides in part that the  representations and warranties
  of PerfectData set forth herein shall be true and correct on the date hereof and
  on the Closing Date.
  
            (b) From the date hereof until the Closing Date, Sona shall keep up to
  date the Sona Disclosure  Statement and shall promptly notify PerfectData of any
  changes or  additions or events  which may,  after the lapse of time,  cause any
  change or addition in the Sona Disclosure  Statement,  other than changes to the
  Sona  Disclosure   Schedule  due  to  the   consummation  of  the   transactions
  contemplated  hereby.  This covenant and any notices by Sona hereunder shall not
  be deemed in any way to  constitute  a waiver by  PerfectData  of the  condition
  herein which  provides in part that the  representations  and warranties of Sona
  set forth herein shall be true and correct on the date hereof and on the Closing
  Date.
  
       Section 5.4. Access to Information.
  
            (a) PerfectData  will afford to the officers,  attorneys,  accountants
  and other  representatives of Sona full access during reasonable  business hours
  to all of the assets,  properties,  books and records of PerfectData in order to
  afford Sona such full  opportunity of review,  examination and  investigation as
  Sona shall desire with respect to the affairs of PerfectData and Merger Sub, and
  PerfectData  shall  furnish or cause to be furnished to Sona such  financial and
  operating  data  and  other  information  as  to  the  condition  (financial  or
  otherwise),  business,  net worth,  assets,  properties  or past  operations  of
  PerfectData  and  Merger Sub as Sona may  reasonably  request.  No such  review,
  examination  or  investigation  by Sona shall  affect or in any way diminish the
  representations, warranties or covenants of PerfectData or Merger Sub hereunder.
  
            (b) Sona will afford to the officers, attorneys, accountants and other
  representatives  of PerfectData full access during reasonable  business hours to
  all of the assets, properties, books and records of Sona and the Sona Subsidiary
  in order to afford PerfectData such full opportunity of review,  examination and
  investigation  as  PerfectData  shall desire with respect to the affairs of Sona
  and the Sona  Subsidiary,  and Sona shall  furnish or cause to be  furnished  to
  PerfectData  such financial and operating  data and other  information as to the
  condition (financial or otherwise),  business, net worth, assets,  properties or
  operations  of Sona  and the  Sona  Subsidiary  as  PerfectData  may  reasonably
  request.  No such review,  examination or  investigation  by  PerfectData  shall
  affect or in any way diminish the  representations,  warranties  or covenants of
  Sona hereunder.
  Section 5.5.  Fulfillment of Conditions  and Covenants.  No party will take
  any course of action  inconsistent  with  satisfaction  of the  requirements  or
  conditions  applicable  to it set  forth in this  Agreement.  Each  party  shall
  promptly do all such acts and take all such  measures as may be  appropriate  to
  enable it to perform as early as possible the obligations  herein provided to be
  performed by it.
  
       Section  5.6.  Public  Announcements.  Except as  provided  in Section  5.9
  hereof,  no party will  issue or  authorize  to be issued  any press  release or
  similar  announcement  concerning  this  Agreement  or any  of the  transactions
  contemplated  hereby  without  the  prior  approval  of the other  party,  which
  approval  shall not be  unreasonably  withheld and shall be given,  following an
  opportunity  to  review,  to the  extent  practicable,  and revise the scope and
  content of such  disclosures,  in order to allow  compliance with the disclosure
  requirements  of  applicable  securities  laws  and the  rules  and  regulations
  thereunder.
  
       Section 5.7. Consents.  Each party shall use its best efforts to obtain and
  to  cooperate  with  each  other  party  in the  effort  to  obtain,  as soon as
  reasonably  practicable,  all  permits,  authorizations,  consents,  waivers and
  approvals from third parties or governmental authorities necessary to consummate
  this Agreement and the transactions  contemplated  hereby.  Each party shall pay
  its own  expenses in  connection  with  fulfilling  its  obligations  under this
  Section 5.7.
  
       Section 5.8.  Certain  Notifications.  Each party shall promptly notify the
  others in writing of the  occurrence of any event known to such party which will
  or could  reasonably  be expected to result in the failure to satisfy any of the
  conditions to the obligations of such other parties specified in this Agreement.
  
       Section 5.9. No Solicitation.
  
            (a)  Unless  and until  this  Agreement  shall  have  been  terminated
  pursuant to and in compliance with Section 8.1 hereof,  neither  PerfectData nor
  Sona shall  (whether  directly or indirectly  through its  respective  advisors,
  agents or other  intermediaries),  nor shall  PerfectData  or Sona  authorize or
  permit  any  of  its  respective   officers,   directors,   agents,   employees,
  representatives or advisors to (i) solicit,  initiate,  encourage  (including by
  way of furnishing  information)  or take any action to facilitate the submission
  of any  inquiries,  proposals  or offers  (whether or not in  writing)  from any
  person (other than  PerfectData  or Sona, as the case may be, and its respective
  affiliates)  relating to (A) any acquisition or purchase of any of the assets of
  PerfectData  or Sona,  as the case may be, other than in the ordinary  course of
  business or of any class of equity  securities  of  PerfectData  or Sona, as the
  case may be, (B) any tender offer  (including  a self tender  offer) or exchange
  offer,   (C)  any  merger,   consolidation,   business   combination,   sale  of
  substantially all of its assets, recapitalization,  liquidation,  dissolution or
  similar  transaction  involving  PerfectData or Sona, as the case may be, or (D)
  any other  transaction the  consummation of which would, or would  reasonably be
  expected to, impede,  interfere with,  prevent or materially delay the Merger or
  which would or would reasonably be expected to materially dilute the benefits to
  the  other  party  hereto of the  transactions  contemplated  by this  Agreement
  (collectively,  "Acquisition Proposals"),  or agree to, recommend or endorse any
  Acquisition  Proposal,  (ii) enter into or execute any agreement with respect to
  any of the foregoing or (iii) enter into or  participate  in any  discussions or
  negotiations regarding any of the foregoing,  or furnish to any other person any
  information with respect to its business,
  properties or assets in connection with the foregoing, or otherwise cooperate in
  any way with, or participate in or assist,  facilitate, or encourage, any effort
  or attempt by any other person (other than  PerfectData or Sona, as the case may
  be,  and  its  respective  affiliates)  to do or  seek  any  of  the  foregoing.
  Notwithstanding  anything in this Section 5.9 to the contrary,  PerfectData  may
  sell shares to increase its Tangible Net Worth as provided in Section 2.1(g)(ii)
  hereof  and  Sona may  sell  shares  of the  Sona  Common  Stock  or  securities
  convertible into shares of the Sona Common Stock in a bridge financing, provided
  any such  securities are reflected in the  determination  of shares to be issued
  pursuant to Section 2.1(f) hereof.
  
            (b) Nothing contained in this Agreement shall prohibit  PerfectData or
  Sona (i) from  complying  with Rule 14e-2 and Rule 14d-9 under the  Exchange Act
  with respect to a bona fide tender offer or exchange offer, (ii) from making any
  disclosure  of  an  Acquisition  Proposal  to  its  respective  stockholders  or
  otherwise if its respective Board of Directors  concludes in good faith,  within
  five Business Days after consultation with its outside legal counsel,  that such
  disclosure  is  necessary  under  applicable  law or the  failure  to make  such
  disclosure  would be  inconsistent  with its fiduciary  duties to its respective
  stockholders under applicable law or (iii) from participating in negotiations or
  discussions  with or furnishing  information to any person in connection with an
  Acquisition  Proposal not  solicited  after the date hereof in breach of Section
  5.9(a)  above and which is  submitted  in writing by such person to the Board of
  Directors  of  PerfectData  or Sona,  as the case may be, after the date of this
  Agreement;   provided,  however,  that,  prior  to  participating  in  any  such
  discussions or negotiations or furnishing any information,  within five Business
  Days after its receipt of the  Acquisition  Proposal,  the Board of Directors of
  PerfectData  or Sona,  as the case may be,  shall have  concluded in good faith,
  after consultation with its outside legal counsel and financial  advisors,  that
  such Acquisition  Proposal is reasonably  likely to lead to a Superior  Proposal
  (as  hereinafter  defined in  subsection  (d) of this  Section  5.9) and,  after
  consultation with its outside legal counsel, that failure to participate in such
  negotiations or discussions or furnishing such information would be inconsistent
  with its fiduciary  duties to the  stockholders  of  PerfectData or Sona, as the
  case may be, under  applicable  law.  PerfectData  or Sona,  as the case may be,
  shall  promptly  notify the other party hereto (but in no event later than three
  Business Days thereafter) if any Acquisition  Proposal or inquiries  regarding a
  potential  Acquisition Proposal are received by, any information with respect to
  an Acquisition  Proposal or a potential  Acquisition Proposal is requested from,
  or any discussions or negotiations with respect to an Acquisition  Proposal or a
  potential  Acquisition Proposal are sought to be initiated or continued with, it
  or any of its  representatives  indicating,  in connection with such notice, the
  name  of the  person  or  entity  involved  and a copy of any  such  Acquisition
  Proposal,  with the intent of enabling such other party to make a matching offer
  so that the  transactions  contemplated  hereby may be effected.  PerfectData or
  Sona, as the case may be, shall thereafter keep the other party hereto informed,
  on a current basis, of the status and terms of any such inquiries or Acquisition
  Proposals and the status of any such negotiations or discussions. PerfectData or
  Sona,  as the case may be,  shall  promptly  furnish the other party hereto with
  copies of any  written  information  (and  advise  it orally of any  non-written
  information) provided to or by any person relating to an Acquisition Proposal to
  the extent such information has not previously been provided to such other party
  hereto.
  
            (c) Prior to the  Effective  Time, in the event the Board of Directors
  of PerfectData or Sona, as the case may be, by majority vote of all its members,
  determines in good faith that it has received a Superior Proposal and determines
  in good faith that not taking the
  following actions would be inconsistent with its fiduciary duties to PerfectData
  or Sona, as the case may be, under  applicable law,  PerfectData or Sona, as the
  case may be, and its respective  Board of Directors may (i) withdraw,  modify or
  change the Board of Directors'  approval or  recommendation of this Agreement or
  the  Merger,   (ii)  approve  or  recommend   such  Superior   Proposal  to  its
  stockholders,   (iii)   terminate  this   Agreement  and  pay  the   Termination
  Reimbursement  Fee (as  provided  in Section 8.3 or Section 8.4 hereof) and (iv)
  publicly  announce  the Board of  Directors'  intention  to do any or all of the
  foregoing.
  
            (d)  "Superior  Proposal"  means a proposal with respect to any of the
  transactions  described  in clause (A),  (B),  (C) or (D) of the  definition  of
  Acquisition  Proposal which the Board of Directors  shall have concluded in good
  faith (i) is reasonably  likely to be completed,  taking into account all legal,
  financial,  regulatory  and other  aspects of the  Acquisition  Proposal and the
  person making the proposal,  (ii) if consummated,  would result in a transaction
  more favorable to the  stockholders  of PerfectData or Sona, as the case may be,
  from a  financial  point of view  than  the  transactions  contemplated  by this
  Agreement (taking into account any and all modifications proposed by PerfectData
  or Sona, as the case may be) and (iii) is fully  financed  (or,  based on a good
  faith determination of the Board of Directors, is readily financiable); provided
  that the Board of  Directors  has  received an opinion  from its  outside  legal
  counsel  that,  based  on the  foregoing  conclusions,  failure  to  accept  the
  Acquisition  Proposal would be inconsistent with the directors' fiduciary duties
  to the stockholders of PerfectData or Sona, as the case may be.
  
       Section 5.10. SEC Filings.
  
            (a)  PerfectData  shall  timely file with the SEC each report or other
  statement  required to be filed under the Exchange Act, in each case  subsequent
  to the date hereof and prior to the Effective Time and shall inform Sona of each
  such filing. As of their respective dates,  PerfectData  represents and warrants
  that such reports,  or other  statements,  including  any  financial  statements
  included  therein,  will not contain any untrue  statement of a material fact or
  omit to state a material fact required to be stated therein or necessary to make
  the statements  therein,  in light of the circumstances in which they were made,
  not  misleading  and will comply in all material  respects  with all  applicable
  requirements of the federal securities laws (including,  without limitation, the
  Securities  Act,  the  Exchange  Act and the  Sarbanes-Oxley  Act,  except  that
  PerfectData makes no representation  and warranty as to any information that was
  specifically provided by Sona for inclusion in such reports or statements.  Each
  of the consolidated financial statements contained in such reports or statements
  (i) shall be prepared in  accordance  with GAAP  applied on a  consistent  basis
  throughout the periods involved (except as may be indicated in the notes thereto
  or, in the case of unaudited interim financial  statements,  as may be permitted
  by the SEC on Form 10-Q or Form  10-QSB),  (ii)  shall  comply as to form in all
  material  respects with applicable  accounting  requirements  and with published
  rules and  regulations of the SEC with respect  thereto,  and (iii) shall fairly
  present the  consolidated  financial  position of  PerfectData  in all  material
  respects as of the respective dates thereof.
  
            (b)  PerfectData  shall  file  with the SEC such  reports,  including,
  without  limitation,  a  Current  Report  on Form 8-K  complying  with Item 5.03
  thereof,  and otherwise take such actions as the SEC rules and  regulations  may
  require, as shall be necessary to change its
  fiscal year and that of Merger Sub,  effective  with the  Effective  Time,  from
  March 31 to December 31.
  
            (c)  Sona  shall  furnish  to  PerfectData,  on a timely  basis,  such
  information,   including  financial  statements,   as  shall  be  necessary  for
  PerfectData  to  comply  with  its  reporting  requirements  under  the  federal
  securities laws (including,  without limitation the Securities Act, the Exchange
  Act and the  Sarbanes-Oxley  Act)  and the  rules  and  regulations  promulgated
  thereunder,  which  requirements  include,  without  limitation,   PerfectData's
  requirements  (i) to  file,  and  distribute  to its  stockholders  a copy of, a
  statement  pursuant  to  Section  14(f)  of the  Exchange  Act  and  Rule  14f-1
  promulgated  thereunder  relating  to the persons to be  designated  by Sona for
  election as directors of  PerfectData  and (ii) to file a Current Report on Form
  8-K, whenever  required to report with respect to the transactions  contemplated
  by this  Agreement,  pursuant to Section 13 of the Exchange Act. Sona represents
  and warrants to  PerfectData  that such  information,  including  any  financial
  statements included therein, will not contain any untrue statement of a material
  fact or omit to state a material fact required to be stated therein or necessary
  to make the statements therein, in light of the circumstances in which they were
  made, not misleading.
  
       Section 5.11.  PerfectData  Stockholders' Meeting. The parties hereto agree
  that, as soon as  practicable  after the Effective  Time,  but not later than 90
  days  thereafter,  the then Board of Directors of  PerfectData  shall either (a)
  call the Annual Meeting of  Stockholders  or (b) seek the consent of the holders
  of at least a majority of the  outstanding  shares of capital stock  entitled to
  vote at a  stockholders  meeting  to  approve an  amendment  to the  PerfectData
  Charter  increasing the number of authorized  shares of the  PerfectData  Common
  Stock to such  number  of shares  that,  as a  minimum,  would  permit  (x) full
  conversion of the  PerfectData  Series A Preferred Stock and (y) the issuance of
  all of the Additional  Shares.  In calling such meeting or seeking such consent,
  the Board shall  comply with  Section 14 of the  Exchange  Act and the  Delaware
  General Corporation Law and the rules and regulations promulgated thereunder.
  
       Section 5.12. PerfectData Directors.
  
            (a) The parties hereto agree that the PerfectData  director  remaining
  in office at the Closing Date shall be nominated for reelection as a director of
  the Company at least at the first Annual Meeting of  Stockholders of PerfectData
  held after the Closing Date and the then directors  shall use their best efforts
  to solicit proxies for his or her election at such meeting.
  
            (b)  The  parties   agree  that  at  least  three  of  the   directors
  post-closing of PerfectData shall, not later than three months after the Closing
  Date, meet the eligibility requirements imposed by The Nasdaq Stock Market, Inc.
  ("Nasdaq") for service on an audit committee of a Nasdaq-listed company.
  
       Section  5.13.  Sona  Salary  Payments.  The  parties  hereto  agree  that,
  following the Closing Date,  PerfectData shall limit its payments of back salary
  and other compensation in arrears to officers, employees and consultants of Sona
  and the Sona  Subsidiary to no more than $100,000  unless and until  PerfectData
  consummates a financing  for at least  $500,000 in gross  proceeds  post-Closing
  Date or Sona has consummated a bridge financing in at least that amount prior to
  the Closing Date.
  ARTICLE VI
                          CONDITIONS TO OBLIGATIONS OF SONA
  
       The obligations of Sona to consummate the transactions contemplated by this
  Agreement  shall  be  subject  to the  fulfillment  of  each  of  the  following
  conditions, except as Sona may waive any one or more such conditions (other than
  Section 6.4 hereof) in writing.
  
       Section 6.1.  Performance.  Each of  PerfectData  and Merger Sub shall have
  performed and complied in all material respects with all agreements, obligations
  and  covenants  required by this  Agreement  to be  performed  or  satisfied  by
  PerfectData and Merger Sub on or prior to the Closing Date,  including,  without
  limitation, PerfectData's obligation to file the Certificate of Designations and
  to have  timely  filed all SEC  Reports  required  to have been filed  under the
  Exchange Act.
  
       Section  6.2.  Representations  and  Warranties.  The  representations  and
  warranties  of  PerfectData  and Merger Sub set forth  herein  shall be true and
  correct in all material  respects on the date hereof and on the Closing Date, as
  if made again at and as of such  time,  subject  to any  transactions  which are
  contemplated or permitted by this Agreement,  except for any inaccuracies which,
  taken as a whole, would not reasonably result in a PerfectData  Material Adverse
  Effect.
  
       Section 6.3.  Material  Adverse Change.  From the date of this Agreement to
  the Closing Date,  there shall have  occurred no  PerfectData  Material  Adverse
  Effect or any other change in the condition (financial or otherwise), net worth,
  assets or properties,  of PerfectData  and Merger Sub, taken as a whole,  or any
  occurrence, circumstance or combination thereof, including litigation pending or
  threatened,  which might reasonably  result in any PerfectData  Material Adverse
  Effect after the Effective Time.
  
       Section 6.4. Stockholder Approval. The requisite stockholder approvals have
  been  obtained  from  the  stockholders  of Sona  and  PerfectData,  as the sole
  stockholder of Merger Sub, has approved the Merger on behalf of Merger Sub.
  
       Section 6.5. Legal Opinion. Counsel to PerfectData shall, immediately prior
  to the Closing Date, have delivered to Sona its legal opinion, dated the Closing
  Date and addressed to Sona, in substantially the form of Exhibit G hereto.
  
       Section 6.6. Other Consents.  On or prior to the Closing Date,  PerfectData
  and Merger Sub shall have  obtained  all permits,  authorizations,  consents and
  approvals whether or not referred to, directly or indirectly,  in this Agreement
  in form and substance satisfactory to Sona and Sona shall have received evidence
  satisfactory to it of the receipt of such permits, authorizations,  consents and
  approvals.
  
       Section 6.7. Resignations.  PerfectData and Merger Sub shall have delivered
  to Sona  resignations,  effective  on the  Closing  Date,  of  four of the  five
  directors and all of the officers of  PerfectData  and each of the directors and
  officers of Merger Sub, except for such officers as Sona may reasonably  request
  to  continue  in  service  to  facilitate  the  Closing  and  transition  of new
  management.
  Section 6.8. Compliance with Financial Conditions. At the Closing Date, the
  Tangible Net Worth of PerfectData  shall not be less than $750,000 as determined
  pursuant  to Section  2.1(g)  hereof and  PerfectData  shall  have  delivered  a
  certificate from its Chief Financial Officer (a) as to the Tangible Net Worth as
  of the Closing  Date,  (b) listing all of the bank and money market  accounts of
  PerfectData  (including the name and address of the financial  institution where
  such accounts are located),  account numbers and the balances  therein as of the
  Closing  Day and (c)  listing  all of the  other  PerfectData  assets  and their
  location.
  
       Section 6.9. PerfectData Employees.  Each employee of PerfectData as of the
  date of this  Agreement  and/or as of the  Closing  Date shall have  delivered a
  waiver and release of any  obligations of PerfectData to him or her,  subject to
  payment to him or her of any salary,  severance and accrued vacation pay through
  the date of his or her  termination  as an employee of PerfectData in amounts as
  disclosed in Schedule 6.9 of the PerfectData Disclosure Statement,  all of which
  amounts shall have been included in the  determination  of Tangible Net Worth in
  Section 2.1(g)(ii) hereof.
  
       Section 6.10. Stock Purchase Agreement.  PerfectData shall have delivered a
  waiver  and  release  executed  by  each  of  Millennium   Capital   Corporation
  ("Millennium"),  Corey P.  Schlossmann  and William B. Wachtel as the Trustee of
  Digital Trust of any obligations of PerfectData to him or it as a Buyer pursuant
  to the Stock  Purchase  Agreement  entered into on January 20, 2000 by and among
  PerfectData  and the  individuals and entities set forth on Exhibit A thereto as
  the Buyers.
  
       Section 6.11.  Consulting  Agreement.  PerfectData  shall have executed and
  delivered an Amendment  terminating  the Consulting  Agreement dated January 20,
  2000 (the "Consulting  Agreement") by and among PerfectData,  Millennium and JDK
  Associates, Inc. ("JDK") and terminating any obligation of PerfectData under the
  Consulting  Agreement to Millennium  and JDK except as to the warrant of each to
  purchase  10,000  shares  of  the  PerfectData   Common  Stock  and  "piggyback"
  registration  rights  granted  to JDK or its  designee  with  respect to 150,000
  shares of the PerfectData Common Stock that will be issued for the release.
  
       Section  6.12.  Shapiro  Employment   Agreement.   PerfectData  shall  have
  delivered  an  agreement  terminating  the  Employment  Agreement  dated  as  of
  September  1, 2000,  as amended  (the  "Employment  Agreement"),  by and between
  PerfectData  and Harris A. Shapiro,  Chairman of the Board,  the Chief Executive
  Officer and a director of PerfectData  and releasing  PerfectData of any further
  obligations under the Employment  Agreement to Mr. Shapiro except as to amounts,
  if any, as disclosed in Schedule 6.12 of the PerfectData  Disclosure  Statement,
  which amount,  if any, shall have been included in the determination of Tangible
  Net Worth in Section 2.1(g)(ii) hereof.
  
       Section  6.13.  Schlossmann  Claims.  Corey P.  Schlossmann,  a director of
  PerfectData,   has  delivered  a  waiver  and  release  of  any  obligations  of
  PerfectData  to him other than those  relating  to his stock  options  under the
  PerfectData  Option Plan or any  director's fee earned prior to, but not paid as
  of, the Closing Date,  and such  director's  fee(s) shall have been disclosed in
  Schedule 6.13 of the PerfectData  Disclosure Statement and have been included in
  the determination of Tangible Net Worth in Section 2.1(g)(ii) hereof.
  Section  6.14  PerfectData  1999  Authorization.   PerfectData's  Board  of
  Directors shall have terminated the PerfectData 1999 Authorization  prior to the
  Closing Date.
  
       Section  6.15.  Stock  Trading.  The  PerfectData  Common  Stock shall have
  continued to be traded on the OTC Bulletin Board of the National  Association of
  Securities Dealers, Inc.
  
       Section 6.16. No Litigation. Immediately prior to the Effective Time, there
  shall (a) have been no order,  decree or ruling issued or any other action taken
  by any court of competent  jurisdiction or other governmental or self-regulatory
  authority, which has become final and nonappealable,  restraining,  enjoining or
  otherwise prohibiting the transactions  contemplated under this Agreement or (b)
  be no litigation or proceeding  pending  against  PerfectData  or Merger Sub, or
  Sona,  which, if decided  adversely to such party would materially and adversely
  affect the transactions contemplated by this Agreement. Immediately prior to the
  Effective Time, there shall be no governmental or self-regulatory  investigation
  or inquiry pending or threatened which might lead to or result in any litigation
  or proceeding of the nature referred to in the foregoing sentence.
  
       Section 6.17. Closing  Certificates.  PerfectData and Merger Sub shall have
  furnished  to  Sona  such  certificates  (executed  by its  principal  executive
  officer, its chief financial officer and its secretary to the best of his or her
  personal  knowledge  and  information)  to  evidence  its  compliance  with  the
  conditions set forth in this Article VI as may be reasonably requested by Sona.
  
                                     ARTICLE VII
               CONDITIONS TO OBLIGATIONS OF PERFECTDATA AND MERGER SUB
  
       The   obligations  of   PerfectData   and  Merger  Sub  to  consummate  the
  transactions  contemplated by this Agreement shall be subject to the fulfillment
  of each of the following conditions,  except as PerfectData may waive any one or
  more such conditions in writing.
  
       Section 7.1.  Performance.  Sona shall have  performed  and complied in all
  material  respects with all agreements,  obligations  and covenants  required by
  this  Agreement  to be  performed  or satisfied by it on or prior to the Closing
  Date.
  
       Section  7.2.  Representations  and  Warranties.  The  representations  and
  warranties of Sona set forth in herein shall be true and correct in all material
  respects on the date hereof and on the Closing  Date, as if made again at and as
  of such time, subject to any transactions which are contemplated or permitted by
  this Agreement,  except for any inaccuracies  which, taken as a whole, would not
  reasonably result in a Sona Material Adverse Effect.
  
       Section 7.3. Legal Opinion. Counsel to Sona shall, immediately prior to the
  Closing Date,  have delivered to PerfectData an opinion,  dated the Closing Date
  and addressed to PerfectData, in substantially the form of Exhibit H hereto.
  
       Section 7.4. Shareholder Approval. The requisite shareholder approvals have
  been obtained from the shareholders of Sona.
  Section 7.5. Other  Consents.  On or prior to the Closing Date,  Sona shall
  have obtained all permits, authorizations, consents and approvals whether or not
  referred to,  directly or  indirectly,  in this  Agreement in form and substance
  satisfactory  to  PerfectData  and  PerfectData  shall  have  received  evidence
  satisfactory to it of the receipt of such permits, authorizations,  consents and
  approvals.
  
       Section 7.6.  Sona  Financial  Statements.  Sona shall,  not later than ten
  Business Days prior to the anticipated Closing Date, deliver to PerfectData true
  and correct copies of Sona's audited  consolidated balance sheets as of December
  31,  2004  and  December  31,  2003,  and  the  related  audited  statements  of
  operations,  shareholders'  equity  and  cash  flow,  including  all  notes  and
  schedules thereto, for the fiscal years ended December 31, 2004 and December 31,
  2003,  together  with  the  reports  on all  such  audited  balance  sheets  and
  statements  by Horwath  Orenstein  LLP,  Sona's  independent  registered  public
  accounting  firm (the  "Final  Sona  Financial  Statements").  Sona  shall  have
  represented  and warranted to PerfectData  that each of the Final Sona Financial
  Statements  (a) was  prepared in  accordance  with GAAP  applied on a consistent
  basis  throughout the periods involved and (b) fairly presented the consolidated
  financial  position  of  Sona  as  at  the  respective  dates  thereof  and  the
  consolidated results of its operations and cash flows for the periods indicated,
  consistent  with the  books  and  records  of Sona.  Singer  Lewak  Greenbaum  &
  Goldstein LLP,  PerfectData's  independent  registered  public  accounting firm,
  shall have advised  PerfectData  that the Final Sona  Financial  Statements  are
  acceptable for filing in a Current Report on Form 8-K.
  
       Section 7.7. No Litigation.  Immediately prior to the Effective Time, there
  shall (a) have been no order,  decree or ruling issued or any other action taken
  by any court of competent  jurisdiction or other governmental or self-regulatory
  authority, which has become final and nonappealable,  restraining,  enjoining or
  otherwise prohibiting the transactions  contemplated under this Agreement or (b)
  be no litigation  or proceeding  pending  against  PerfectData  or Merger Sub or
  Sona,  which, if decided  adversely to such party would materially and adversely
  affect the transactions contemplated by this Agreement. Immediately prior to the
  Effective Time, there shall be no governmental or self-regulatory  investigation
  or inquiry pending or threatened which might lead to or result in any litigation
  or proceeding of the nature referred to in the foregoing sentence.
  
       Section 7.8.  Compliance with Financial  Conditions.  All the Closing Date,
  the  Tangible  Net  Worth of  PerfectData  shall not be less  than  $750,000  as
  determined pursuant to Section 2.1(g) hereof.
  
       Section 7.9. Closing Certificates. Sona shall have furnished to PerfectData
  and Merger Sub such certificates  (executed by its principal  executive officer,
  its chief financial officer and its secretary to the best of his or her personal
  knowledge and  information)  to evidence its compliance  with the conditions set
  forth in this Article VII as may be reasonably requested by PerfectData.
  ARTICLE VIII
                              TERMINATION AND REMEDIES
  
       Section 8.1. Termination. This Agreement may be terminated as follows:
  
            (a) By mutual written consent of Sona and PerfectData.
  
            (b) By either Sona or PerfectData if a court of competent jurisdiction
  or other  governmental  entity  shall have issued an order,  decree or ruling or
  taken  any  other  action,   in  any  case  having  the  effect  of  permanently
  restraining, enjoining or otherwise prohibiting the Merger, which order, decree,
  ruling or other action is final and non-appealable.
  
            (c) By either Sona or  PerfectData  as  provided in Section  2.1(g)(i)
  hereof.
  
            (d) By Sona (i) at any  time if there  was a  material  breach  in any
  representation,  warranty,  covenant,  agreement or obligation of PerfectData or
  Merger Sub  contained  in this  Agreement  and is  incapable  of being  cured by
  PerfectData or is not actually cured within 15 days of written notice  delivered
  by Sona; (ii) at any time if PerfectData fails to comply in any material respect
  with any  provision  of  Article  V binding  upon it; or (iii) if Sona  provides
  written notice of termination as contemplated by Section 5.9 hereof.
  
            (e) By Sona,  upon written  notice given to  PerfectData if all of the
  conditions  precedent set forth in this Agreement to be performed by PerfectData
  or Merger Sub have not been so performed and are not capable of being  performed
  by April 15, 2005 (the  "Deadline  Date") unless the failure of such  occurrence
  shall be due to the failure of Sona.
  
            (f) By PerfectData  (i) at any time if there was a material  breach in
  any  representation,   warranty,  covenant,  agreement  or  obligation  of  Sona
  contained  in this  Agreement  and is incapable of being cured by Sona or is not
  actually cured within 15 days of written notice  delivered by PerfectData;  (ii)
  at any time if Sona fails to comply in any material  respect with any  provision
  of  Article V binding  upon it;  (iii) if the Final  Sona  Financial  Statements
  delivered  pursuant  to Section 7.6 hereof  are,  in the  reasonable  opinion of
  PerfectData,   materially  inconsistent  with  the  Preliminary  Sona  Financial
  Statements  delivered  pursuant to Section 4.8  hereof;  or (iv) if  PerfectData
  provides written notice of termination as contemplated by Section 5.9.
  
            (g) By  PerfectData,  upon written  notice given to Sona if all of the
  conditions  precedent  set forth in this  Agreement to be performed by Sona have
  not been so  performed  and are not capable of being  performed  by the Deadline
  Date  unless  the  failure  of such  occurrence  shall be due to the  failure of
  PerfectData.
  
       Section 8.2. Effect of Termination. Any termination of this Agreement under
  Section  8.1 hereof  shall be  effective  immediately  upon  delivery of a valid
  written notice from the terminating party to the other party, or, in the case of
  subsection  (a)  thereof,  by  delivery  of the  consent.  Termination  of  this
  Agreement  pursuant to Section 8 (other than a  termination  pursuant to Section
  8.1(a) hereof) shall not in any way terminate,  limit or restrict the rights and
  remedies of any party  against any other  party that has  violated,  breached or
  failed to satisfy any of the representations, warranties, covenants, agreements,
  conditions or other provisions of this
  Agreement  prior to termination  hereof.  No termination of this Agreement shall
  affect (i) the  confidentiality  obligations of the parties contained in Section
  9.4 hereof,  (ii) the fee payment and expense  reimbursement  obligations  under
  Section 5.9 hereof,  (iii) the reimbursement  obligations under Sections 8.3 and
  8.4 hereof, or (iv) the remedies under Section 8.5 and 8.6 hereof,  all of which
  obligations shall survive termination of this Agreement.
  
       Section 8.3. Termination Reimbursement Payment - PerfectData.  In the event
  that this  Agreement is terminated by Sona pursuant to Section  8.1(c),  Section
  8.1(d),  or  Section  8.1(e)  hereof,  PerfectData  shall  (a) pay to  Sona,  as
  liquidated  damages and not as a penalty,  the sum of $250,000 and (b) reimburse
  Sona for all of Sona's  out-of-pocket  expenses  incurred in connection with the
  transactions contemplated by this Agreement (including,  without limitation, the
  fees and expenses of Sona's legal  counsel and  accountants  and the expenses of
  Sona's  financial  advisors).  Such  payments  shall  be made in  cash,  by wire
  transfer  to an  account  designated  by  Sona,  within  five  Business  Days of
  PerfectData's receipt of appropriate documentation of Sona's fees and expenses.
  
       Section 8.4.  Termination  Reimbursement  Payment - Sona. In the event that
  this Agreement is terminated by PerfectData pursuant to Section 8.1(f) hereof or
  Section 8.1(g) hereof,  upon such termination Sona shall (a) pay to PerfectData,
  as  liquidated  damages  and  not as a  penalty,  the  sum of  $250,000  and (b)
  reimburse PerfectData for all of PerfectData's  out-of-pocket  expenses incurred
  in connection with the transactions  contemplated by this Agreement  (including,
  without  limitation,  the fees and expenses of  PerfectData's  legal counsel and
  accountants and the expenses of PerfectData's financial advisors).  Such payment
  shall be made in cash, by wire transfer to an account designated by PerfectData,
  within five  Business Days of Sona's  receipt of  appropriate  documentation  of
  PerfectData's fees and expenses.
  
       Section 8.5. Sona's Remedy. In the event that,  subsequent to the Effective
  Time and prior to the  issuance  of the  Additional  Shares to the  former  Sona
  shareholders  pursuant  to  Section  2.6(b)  hereof,  either  John Bush or Shawn
  Kreloff, currently officers,  directors and shareholders of Sona and, subsequent
  to the Merger,  officers,  directors  and  stockholders  of  PerfectData,  shall
  ascertain  that  PerfectData  has  materially   breached  one  or  more  of  its
  representations or warranties in this Agreement, which breach or breaches has or
  have resulted in losses,  costs, damages or expenses to PerfectData  aggregating
  at least  $50,000 or $25,000 in the case of any  adjustment  to the Tangible Net
  Worth,  then either John Bush or Shawn  Kreloff may request that the  Additional
  Shares be issued to the former Sona shareholders immediately,  even if the terms
  and conditions of Section 2.6(b) hereof for such issuance have not been complied
  with, and the Transfer Agent,  upon receipt of appropriate  instructions to such
  effect, shall issue the Additional Shares to the former shareholders of Sona.
  
       Section 8.6.  PerfectData's  Remedy.  In the event that,  subsequent to the
  Effective Time and prior to the issuance of the Additional  Shares to the former
  Sona  shareholders   pursuant  to  Section  2.6(b)  hereof,  Harris  A.  Shapiro
  ("Shapiro"),  currently an officer, director and stockholder of PerfectData and,
  subsequent to the Merger, only a security-holder of PerfectData, shall ascertain
  that  Sona  had  materially  breached  one or  more  of its  representations  or
  warranties in this  Agreement,  which breach or breaches has resulted in losses,
  costs, damages or expenses to PerfectData  aggregating at least $50,000, then he
  may request that the reserve for the Additional Shares be cancelled, even if the
  terms and conditions of Section 2.6(c) hereof for such
  cancellation  have not been complied with, and the Transfer Agent,  upon receipt
  of  appropriate  instructions  to such effect,  shall cancel the reserve for the
  Additional  Shares.  In the event that  Shapiro is unable or  declines to act as
  provided  in this  Section  8.6,  Corey P.  Schlossman,  currently a director of
  PerfectData and, after the Merger, only a security-holder of PerfectData,  shall
  act in lieu of Shapiro.
  
                                     ARTICLE IX
                                  OTHER PROVISIONS
  
       Section 9.1. Notices.  Any notice or other communication  required or which
  may be given  hereunder shall be in writing and either  delivered  personally to
  the addressee, by facsimile to the addressee or mailed,  certified or registered
  mail,  postage prepaid,  or by reputable  overnight courier service and shall be
  deemed given when so delivered personally,  sent by facsimile, or if mailed, two
  Business  Days  after the date of  mailing,  or if sent by  reputable  overnight
  courier service,  one Business Day after being sent as follows (or to such other
  person or address as a party may subsequently furnish to the other in writing):
  
                    if to Sona:
                                      Sona Mobile, Inc.
                                      Victoria Tower
                                      44 Victoria Street
                                      Suite 801
                                      Toronto Ontario M5C 1Y2
                                      Canada
                                      Attention:  Mr. John Bush
                                      Fax: (416) 866-2970
  
                    with a copy to:
  
                                      Morse, Zelnick, Rose & Lander  LLP
                                      405 Park Avenue South
                                      Suite 1401
                                      New York, New York 10022
                                      Attention:  Joel J. Goldschmidt, Esq.
                                      Fax: (212) 838-9190
  
                    if to PerfectData or Merger Sub:
  
                                      PerfectData Corporation
                                      1445 East Los Angeles Avenue
                                      Suite 208
                                      Simi Valley, CA 93065
                                      Attention: Mr. Harris A. Shapiro
                                      Fax: (805) 581-4574
  with a copy to:
  
                                      Wachtel & Masyr, LLP
                                      110 East 59th Street
                                      New York, New York  10022
                                      Attention: Robert W. Berend, Esq.
                                      Fax: (212) 909-9445
  
  Any party may change its address by notice sent in accordance  with this Section
  9.1.
  
       Section 9.2.  Entire  Agreement.  This Agreement  (including the Disclosure
  Statements and Exhibits)  contains the entire  agreement  among the parties with
  respect  to the  transactions  contemplated  hereby  and  supersedes  all  prior
  agreements,   written  or  oral,  with  respect  thereto,   including,   without
  limitation,  the  letter of intent  dated  January  11,  2005  between  Sona and
  PerfectData.  The  Disclosure  Statements  and the  Exhibits  are a part of this
  Agreement as if set forth in full herein.
  
       Section 9.3. Amendment or Modification  Agreement;  Waiver.  This Agreement
  may be amended,  modified,  superseded,  renewed or extended,  and the terms and
  conditions  hereof may be  waived,  only by a written  instrument  signed by the
  parties or, in the case of a waiver, by the party waiving  compliance,  provided
  that no such  amendment or  modification  shall  materially  change any terms or
  conditions of this Agreement if such  alteration or change would  materially and
  adversely  affect  the  holders  of the Sona  Common  Stock,  the Sona  Series A
  Preferred  Stock or the  PerfectData  Common Stock.  No delay on the part of any
  party in exercising any right,  power or privilege  hereunder shall operate as a
  waiver  thereof,  nor  shall any  waiver on the part of any party of any  right,
  power or privilege  hereunder,  nor any single or partial exercise of any right,
  power or privilege hereunder,  preclude any other or further exercise thereof or
  the exercise of any other right, power or privilege hereunder.
  
       Section 9.4. Confidentiality;  Non-Disclosure. All information which is not
  public  knowledge  disclosed  heretofore  or hereafter by any party to any other
  party  (including  its  attorneys,  accountants  or  other  representatives)  in
  connection  with this  Agreement  (including the existence of this Agreement and
  the terms thereof) shall be kept confidential by such other party, and shall not
  be used by such  other  party  otherwise  than for use as  herein  contemplated,
  except to the extent (a) it is or hereafter  becomes public knowledge or becomes
  lawfully  obtainable  from other  sources,  including  from a third party who is
  under no obligation of  confidentiality to the party disclosing such information
  or to whom information was released without restriction, or (b) such other party
  is compelled to disclose such information by judicial or administrative  process
  or, in the opinion of its  counsel,  by other  requirements  of law, or (c) such
  duty as to confidentiality  and non-use is waived by the  non-disclosing  party.
  The  obligations  set forth in this Section 9.4 shall survive any termination of
  this  Agreement.  Notwithstanding  the foregoing,  the parties to this Agreement
  (and each employee,  representative  or other agent of the parties) may disclose
  to any and all persons,  without  limitation of any kind,  the tax treatment and
  tax structure provided for therein,  provided,  however,  that no party (nor any
  employee, representative, or other agent thereof) shall disclose any information
  to the extent that such disclosure could result in a violation of any federal or
  state securities law.
  Section 9.5. Investigations.  The respective representations and warranties
  of the  parties  contained  herein  or in any  certificates  or other  documents
  delivered  prior to or at the Closing  shall not be deemed  waived or  otherwise
  affected by the investigation made by a party hereto.
  
       Section   9.6.   Survival   of   Representations   and   Warranties.    The
  representations  and warranties of the parties contained in this Agreement shall
  survive the Closing and shall  terminate and be of no further force or effect as
  of the first anniversary of the Closing Date.
  
       Section 9.7.  Fees and  Expenses.  Except as otherwise  expressly  provided
  herein,  each party shall bear its respective legal,  accounting and other costs
  and expenses of any nature,  relating to or in connection with the  consummation
  of the  transactions  contemplated by this Agreement,  incurred by each of them,
  whether or not the Merger is consummated or this Agreement is terminated.
  
       Section 9.8  Cooperation;  Further Actions and Assurances.  At any time and
  from time to time,  each party agrees,  without further  consideration,  to take
  such  actions and to execute and deliver  such  documents  as may be  reasonably
  necessary to effectuate the purposes of this Agreement.
  
       Section  9.9.  Governing  Law.  This  Agreement  shall be governed  by, and
  construed  in  accordance  with,  the  internal  laws of the State of  Delaware,
  without  reference to any  principles  of conflicts or laws;  provided  that any
  matter involving the internal corporate affairs of Sona shall be governed by the
  laws of the State of Washington.
  
       Section 9.10. Assignment; Third Party Beneficiaries. Neither this Agreement
  nor any right,  interest or obligation  hereunder shall be assigned by any party
  hereto without the prior written  consent of the other  parties.  This Agreement
  shall be binding  upon and inure to the benefit of the parties  hereto and their
  respective  successors and permitted assigns.  This Agreement is not intended to
  confer any rights upon any person other than the parties to this Agreement.
  
       Section 9.11.  Counterparts.  This Agreement may be executed in two or more
  counterparts,  each of  which  shall  be  deemed  an  original  but all of which
  together shall constitute one and the same instrument.
  
       Section  9.12.  Interpretation.  The Article  and Section  headings in this
  Agreement  are for  reference  purposes only and shall not in any way affect the
  meaning or  interpretation  of this  Agreement.  The word  "including"  shall be
  deemed  to mean  "including  without  limitation"  and the  word  "or"  shall be
  inclusive.
  
       Section 9.13. Knowledge. For purposes of this Agreement,  "knowledge" as of
  any date that a  representation  or  warranty is given by a party shall mean the
  actual or  constructive  knowledge of the management of such party, at the level
  of vice president or above, and "knows" shall have a correlative meaning.
  
       Section 9.14. Rules of Construction.  Each party to this Agreement has been
  represented by counsel during the negotiation, preparation and execution of this
  Agreement and, therefore,
  waives any rule of  construction  that would  construe  ambiguities  against the
  party drafting the Agreement.
  
       Section 9.15.  Definition  of Business  Day.  When used in this  Agreement,
  "Business  Day"  shall mean any day other  than a  Saturday,  Sunday or a day on
  which  national  banks  are  authorized  to close  in the  City of Los  Angeles,
  California.
  
       IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
  first above written.
  
  PerfectData CORPORATION
  
  By:
  Name:    Harris A. Shapiro
  Title:   Chairman of the Board and Chief Executive Officer
  
  PERFECTDATA ACQUISITION CORPORATION
  
  By:
  Name:    Harris A. Shapiro
  Title:   Chairman of the Board and Chief Executive Officer
  
  SONA MOBILE, INC.
  
  By:
  Name:    John Bush
  Title:   President and Chief Executive Officer
  NEWS RELEASE : FOR IMMEDIATE RELEASE March 10, 2005
  
  For further information:
  
  PERFECTDATA CORPORATION             SONA MOBILE, INC.
  Harris A. Shapiro                   John Bush
  Chairman of the Board               President and CEO
  (805) 581-4006                      (416) 866-4100
  
                    PERFECTDATA CORPORATION AND SONA MOBILE, INC.
                       ENTER INTO DEFINITIVE MERGER AGREEMENT
  
  SIMI  VALLEY,  California,  March  10,  2005 - -  PerfectData  Corporation  (the
  "Company") (OTC Bulletin Board:  PERF.OB) and Sona Mobile,  Inc. announced today
  that they entered into a definitive Agreement and Plan of Merger.
  
  Sona  Mobile,  Inc.  (http://www.sonamobile.com),  founded in 2003,  through its
  wholly-owned  subsidiary,  Sona  Innovations,  Inc.,  provides  mobile  business
  solutions  through  a  comprehensive  suite of  wireless  solutions  that  allow
  enterprises to mobilize business applications rapidly and cost effectively. Sona
  Mobile,  Inc. has offices and subsidiaries in the United States,  Canada and the
  United Kingdom.
  
  Sona Mobile has  established  a reputation  as a leader in mobile  technologies,
  helping  enterprises  deliver  robust,  reliable,  and secure wireless access to
  critical, time-sensitive information.
  
  A key differentiator  that distinguishes Sona Mobile from its competitors is the
  Sona Wireless  Platform  (SWP).  Created  exclusively  for wireless  application
  development, the SWP is a wireless development platform that makes it easier and
  less   costly  to   develop   applications   that   deliver   new  or   existing
  mission-critical data to a broad spectrum of mobile devices.
  
  Beginning with its flagship product,  MobileMarketsTM,  which is marketed around
  the world as Telerate  Mobile,  Win  MobileMarketsTM  and EFO Mobile are used by
  some of the world's largest financial institutions.
  
  Under the terms of the Merger Agreement,  the shareholders of Sona Mobile,  Inc.
  initially  will own 80% of the  merged  entity  and could own an  additional  5%
  pursuant  to a formula  which is set forth in the Merger  Agreement.  Closing is
  subject to certain conditions precedent, so there can be no assurance as to when
  and if the contemplated transaction will be consummated.  However, management of
  both  companies  are  seeking  to close the  transaction  in late March or early
  April.
  "After a long search for a merger  candidate  which would  increase  stockholder
  value for the  PerfectData  stockholders,  we are very  pleased to execute  this
  Merger Agreement with Sona Mobile and look forward to a fruitful  relationship,"
  Harris A. Shapiro, PerfectData's Chairman and Chief Executive Officer, stated.
  
  "We look forward to  completing  our merger with  PerfectData,"  said John Bush,
  President  and CEO of Sona  Mobile,  Inc.  "We are  excited  at  being a  public
  company, which we believe will allow us to execute on our growth strategy."
  
                                        * * *
  
  The release herein may contain or identify a  forward-looking  statement.  These
  statements  are  based on a number  of  assumptions  and  estimates,  which  are
  inherently  subject to uncertainty and  contingencies,  many of which are beyond
  the  control of the  Company and reflect  future  business  decisions  which are
  subject to change.