content: <PAGE>
  
                                    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 3, 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))
  
  <PAGE>
  <PAGE>
  
                        INFORMATION TO BE INCLUDED IN REPORT
  
                  Section 1 - Registrant's Business and Operations
  
  Item 1.02.        Termination of a Material Definitive Agreement.
  
       On January 20, 2000,  PerfectData  Corporation  (the "Company")  executed a
  consulting  agreement  (the  "Consulting  Agreement")  with  Millennium  Capital
  Corporation ("Millennium") and JDK & Associates,  Inc. ("JDK") pursuant to which
  Millennium and JDK were to act as financial  advisers (the  "Consultant") to the
  Company  for a  period  ending  March  31,  2005  (the  "Term").  A copy  of the
  Consulting  Agreement was filed as an exhibit to the Company's Current Report on
  Form 8-K filed on April 14, 2000 and is incorporated herein by this reference as
  Exhibit 10.1 to this Report.
  
       Because  the  Consulting  Agreement,   among  other  matters,  granted  the
  Consultant  the right to receive a Transaction  Fee (as defined)  equal to 5% of
  the  Consideration  (as defined) in a  Transaction  (as  defined),  which closed
  either  (1) during the Term or (2) within  the  24-month  period  following  the
  expiration of the Term (the "Trailer") if the Transaction was consummated during
  the Trailer with a Purchaser (as defined) whom the Consultant  introduced to the
  Company  during the Term,  the Company had been  seeking the consents of JDK and
  Millennium to termination  of the  Consulting  Agreement to avoid the Consultant
  seeking  a  Transaction  Fee with  respect  to any of the  proposed  acquisition
  arrangements  the  Company  has been  negotiating  during  the past four  years,
  including the currently  contemplated  and  previously  reported  reverse merger
  transaction  with Sona Mobile,  Inc. On February 28, 2005,  when counsel for JDK
  received the last document he was seeking,  the executed  Amendment  dated as of
  February 14, 2005 (the  "Amendment")  to the  Consulting  Agreement was released
  from escrow. A copy of the Amendment is filed as Exhibit 10.2 to this Report and
  is incorporated herein by this reference.
  
       Pursuant to the Amendment, the Consulting Agreement is terminated effective
  upon the issuance of the Shares as herein  defined,  with the Company to have no
  further obligation thereunder to Millennium,  Harris A. Shapiro ("Shapiro"), the
  President and sole director of Millennium  (and also, the Chairman of the Board,
  the Chief  Executive  Officer and a director of the Company),  JDK and Joseph D.
  Kowal  ("Kowal"),  the President,  director and  shareholder of JDK, and none of
  Millennium,  Shapiro,  JDK or Kowal  will  have any  further  obligation  to the
  Company under the Consulting  Agreement,  except that each of Millennium and JDK
  may exercise its warrant  expiring  March 30, 2005 to purchase  10,000 shares of
  the Company's Common Stock, $.01 par value (the "Common Stock").  Also, pursuant
  to the  Amendment,  the Company  became  obligated to issue 150,000  shares (the
  "Shares") of the Common Stock to JDK, Kowal or the designee of either,  provided
  that the  recipient  of the  Shares  gave an  investment  representation  to the
  Company,  and to give the holder of the Shares "piggyback"  registration  rights
  during the two-year period  following the issuance of the Shares.  Millenium did
  not receive any  consideration  for its  agreement to terminate  the  Consulting
  Agreement.  In addition,  the Amendment  provides for mutual  releases among the
  parties relating to the Consulting Agreement.
  
       When the Consulting  Agreement was initially  executed,  neither Millennium
  nor JDK had any material  relationship  to the Company other than the Consulting
  Agreement and a
  
  
  <PAGE>
  
  
  <PAGE>
  
  Stock  Purchase  Agreement  also dated  January 20,  2000 (the  "Stock  Purchase
  Agreement")  by and among the Company and the  individuals  and  entities who or
  which  were  to  purchase  securities  of the  Company  in the  related  private
  placement (the "Buyers") as to which Millennium and JDK were to, and did, act as
  the Buyers' Representatives. A copy of the Stock Purchase Agreement is filed (by
  incorporation  by reference) as Exhibit 10.3 to this Report and is  incorporated
  herein by this reference.  The private placement,  as previously  reported,  was
  closed on March 31, 2000, at which time  Millennium  and JDK became Buyers (at a
  later date they received the warrants  referred to above) and Mr. Shapiro became
  the  Chairman of the Board and a director of the Company (he was at a later date
  designated as the Chief Executive Officer of the Company), positions in which he
  still serves the Company as of the date of this Report.
  
       On March 2, 2005,  the Company  directed  the  Transfer  Agent to issue the
  Shares to JDK's and  Kowal's  designee  and the Shares  were  issued on March 3,
  2005, so the Consulting Agreement terminated as of that date.
  
                     Section 3 - Securities and Trading Markets
  
  Item 3.02.        Unregistered Sales of Equity Securities.
  
       (a) As reported in Item 1.02 to this Report,  on March 3, 2005, the Company
  issued 150,000 shares (the "Shares") of the Common Stock.
  
       (b) There was no  underwriter  with  respect to the issuance of the Shares,
  which were  issued to a designee of JDK and Kowal as  described  in Item 1.02 to
  this Report.
  
       (c) The  Shares  were  not sold for  cash  and  there  was no  underwriting
  discounts or commissions.  The  consideration for the issuance of the Shares, as
  described in Item 1.02 of this Report,  was the  termination  of the  Consulting
  Agreement and any further obligation of the Company to the parties thereto.
  
       (d) The Company believes that the transaction was exempt from  registration
  under the  Securities  Act  pursuant  to Section  4(2)  thereof in that it was a
  transaction by an issuer not involving a public  offering,  there being only one
  offeree which gave an investment representation to the Company.
  
       (e) Not applicable.
  
       (f) Not applicable.
  
                    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.
  <PAGE>
  <PAGE>
  
           Not applicable.
  
       (c) Exhibits.
  
  Number    Description of Exhibit
  
  10.1      Letter Agreement dated January 20, 2000 (the  "Consulting  Agreement")
            by   and   among   the   Company,   Millennium   Capital   Corporation
            ("Millennium") and JDK & Associates, Inc. ("JDK"). (1)
  
  10.2      Amendment  dated as of  February  14,  2005 by and among the  Company,
            Millennium,  Harris  A.  Shapiro,  JDK  and  Joseph  D.  Kowal  to the
            Consulting  Agreement filed (by incorporation by reference) as Exhibit
            10.1 hereto.(2)
  
  10.3      Stock  Purchase  Agreement  dated  January  20,  2000 by and among the
            Company,     Millennium,     JDK     and     other     Buyers.     (3)
            ____________________________
  
  (1)       Incorporated by reference to the Company's  Current Report on Form 8-K
            filed on April 14, 2000.
  
  (2)       Filed herewith.
  
  (3)       Incorporated by reference to the Company's  definitive Proxy Statement
            dated March 10, 2000 filed on March 14, 2000.
  
  
  
                                     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 3, 2005                        By:  /s/ Irene J. Marino
                                                           Irene J. Marino
                                                           Vice President, Finance
  
  
  <PAGE>
  <PAGE>
  
  
  
  
  Number    Exhibit Filed with Report                                         Page
  
  
  10.2      Amendment  dated as of  February  14,  2005 by and among           E-2
            the  Company, Millennium,  Harris  A.  Shapiro,  JDK  and
            Joseph  D.  Kowal  to the Consulting  Agreement filed (by
            incorporation by reference) as Exhibit 10.1 hereto.
  
  
  
  <PAGE>
  <PAGE>
  
  
                                                                      Exhibit 10.2
  
  
  
       AMENDMENT  dated as of February  14, 2005 (this  "Amendment")  by and among
  PerfectData   Corporation  (the  "Company"),   Millennium  Capital   Corporation
  ("Millennium"),  Harris A. Shapiro ("Shapiro"),  JDK & Associates,  Inc. ("JDK")
  and Joseph D. Kowal  ("Kowal") to letter  agreement  dated January 20, 2000 (the
  "Consulting Agreement") by and among the Company, Millennium and JDK.
  
       WHEREAS,  the  Company,  Millennium  and JDK are parties to the  Consulting
  Agreement  pursuant  to which  Millennium  and JDK were to act as the  Company's
  financial  advisor in connection with  Transactions (as defined therein) between
  the Company and third parties  introduced  to the Company by  Millennium  and/or
  JDK;
  
       WHEREAS, Shapiro is the President of Millennium;
  
       WHEREAS, Kowal is the President, director and shareholder of JDK;
  
       WHEREAS,   the  Company  intends  to  negotiate  a  merger  or  acquisition
  transaction  with an  unaffiliated  third party pursuant to which control of the
  Company will change (the "Third Party  Transaction") and the services of neither
  Millennium nor JDK will be required in connection therewith; and
  
       WHEREAS, the Company, Millennium and JDK desire to terminate the Consulting
  Agreement on the terms and conditions set forth in this Amendment whether or not
  the "Third Party Transaction" is consummated;
  
       NOW, THEREFORE,  for good and valuable consideration,  the receipt of which
  is hereby acknowledged, the parties agree as
  follows:
  
       1.  Effective  upon the issuance of the Shares (as such term is hereinafter
  defined)  pursuant to  paragraph 2 hereof,  the  Consulting  Agreement  shall be
  terminated and shall  thereafter  have no further force and effect and,  without
  limitation thereof,  the Company shall have no further obligation  thereunder to
  any of Millennium, Shapiro, JDK or Kowal and none of Millennium, Shapiro, JDK or
  Kowal shall  thereafter  have any obligation to the Company  thereunder,  except
  that each of Millennium and JDK may exercise its warrant expiring March 30, 2005
  to  purchase  10,000  shares of the Common  Stock,  $.01 par value (the  "Common
  Stock"), at $2.75 per share granted pursuant to the Consulting Agreement.
  
       2. The Company  shall  direct the  Transfer  Agent for the Common  Stock to
  issue  150,000  shares (the  "Shares")  of the Common  Stock to JDK,  Kowal or a
  designee of either  effective with the execution of this Agreement.  Each of JDK
  and Kowal hereby  represents  and warrants that it or he will acquire the Shares
  for investment  purposes only and not with a view toward, or in connection with,
  any distribution  thereof as such term is contemplated  under the Securities Act
  of 1933, as amended (the "Securities Act"). Each of JDK and Kowal hereby further
  agrees that, should it or Kowal request that all or part of the Shares be issued
  to its or his designee,  a condition  precedent to any such issuance  shall be a
  representation  by the designee to the same effect as set forth in the preceding
  sentence. Any certificate or certificates  evidencing the Shares shall bear such
  restrictive  legend  under the  Securities  Act as counsel to the Company  deems
  appropriate.
  <PAGE>
  <PAGE>
  
       3. Each of Millennium,  Shapiro,  JDK and Kowal hereby releases and forever
  discharges  the Company  (and its  respective  officers,  directors,  employees,
  agents,  predecessors,   successors  and  assigns)  from  any  and  all  claims,
  complaints,  demands,  suits, actions, causes of action and liabilities of every
  kind, nature and description whatsoever,  both at law and in equity, that it may
  now or hereafter may hold, have or claim to have by reason of any matter,  cause
  or thing  regarding,  relating to, or involving the Consulting  Agreement  other
  than  Millennium's  and  JDK's  right to  exercise  the  warrants  described  in
  paragraph 1 hereof and JDK's or its designee's rights with respect to the Shares
  described in paragraph 2 hereof.
  
       4. The Company hereby  releases and forever  discharges each of Millennium,
  Shapiro,  JDK and Kowal  (and the  respective  officers,  directors,  employees,
  agent, predecessors,  successors and assigns of Millennium and JDK) from and all
  claims, complaints,  demands, suits, actions, cause of action and liabilities of
  every kind, nature and description  whatsoever,  both at law in equity,  that it
  may now or  hereafter  may hold,  have or claim to have by reason of any matter,
  cause or thing regarding, relating to, or involving the Consulting Agreement.
  
       5. If, at any time during the period ending with the second  anniversary of
  the issuance of the Shares, the Company (or its successor as contemplated by any
  Third  Party   Transaction)   shall  file  pursuant  to  the  Securities  Act  a
  registration  statement  relating  to an  offering  for its own  account  or the
  account of others of any of its equity securities (other than on Form S-4 or its
  then equivalent  relating to an acquisition or merger transaction or Form S-8 or
  its then  equivalent  relating to equity  securities  to be issued in connection
  with a stock  option  or other  employee  benefit  plan),  the  Company  (or its
  successor) shall send to JDK, Kowal and/or any other holder (the "Other Holder")
  of all or part of the Shares  written  notice of its  intention to file at least
  twenty (20) days prior to the intended  filing date and, if within ten (10) days
  after the delivery of such notice,  JDK, Kowal and/or the Other Holder  requests
  inclusion of all or part of the Shares in the registration  statement,  then the
  Shares  or such  portion  thereon  as to  which a  request  is made  shall be so
  included. If the offer is underwritten, JDK, Kowal and/or the Other Holder agree
  to include the Shares in such underwritten offering and, if not underwritten, to
  advise  the  Company  (or  its  successor)  as  to  his,  her  or  its  proposed
  distribution  method.  The  Company (or its  successor)  shall then use its best
  efforts to get such registration statement effective.
  
       6.  Any  notices  or  other  communication  to be  given  pursuant  to this
  Amendment  shall be given in the manner  provided in Section 9 of the Consulting
  Agreement.
  
       7. This Amendment  shall be governed by, and construed in accordance  with,
  the laws of the State of California  without  giving effect to any principles of
  conflicts of law.
  
       8. This Amendment may be executed in one or more counterparts, all of which
  shall be considered one and the same agreement and each of which shall be deemed
  an original.
  
       9. All signatures to this Amendment may be delivered via facsimile and each
  such signature shall be considered an original signature.
  
       10. This Amendment  embodies the entire agreement and  understanding of the
  parties hereto in respect of the termination of the Consulting Agreement.  There
  are  no  restrictions,  promises,  representations,   warranties,  covenants  or
  undertakings,  other than those expressly set forth or referred to herein.  This
  Agreement  supercedes all prior agreements and undertakings  between the parties
  with respect to the Consulting  Agreement,  including,  without limitation,  the
  Amendment dated as of June 20, 2003.
  <PAGE>
  <PAGE>
  
       IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
  first above written.
  
                                                    PERFECTDATA CORPORATION
  
  
                                                    By _________________________
                                                          Irene J. Marino
                                                        Vice President, Finance
  
  
                                                    MILLENNIUM CAPITAL CORPORATION
  
  
                                                    By _________________________
                                                           Harris A. Shapiro
  
  
                                                      ____________________________
                                                            Harris A. Shapiro
  
  
                                                     JDK & ASSOCIATES, INC.
  
  
                                                     By _________________________
                                                             Joseph D. Kowal
                                                             President
  
  
                                                      ____________________________
                                                             Joseph D. Kowal
  <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 3, 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 1.02.        Termination of a Material Definitive Agreement.
  
       On January 20, 2000,  PerfectData  Corporation  (the "Company")  executed a
  consulting  agreement  (the  "Consulting  Agreement")  with  Millennium  Capital
  Corporation ("Millennium") and JDK & Associates,  Inc. ("JDK") pursuant to which
  Millennium and JDK were to act as financial  advisers (the  "Consultant") to the
  Company  for a  period  ending  March  31,  2005  (the  "Term").  A copy  of the
  Consulting  Agreement was filed as an exhibit to the Company's Current Report on
  Form 8-K filed on April 14, 2000 and is incorporated herein by this reference as
  Exhibit 10.1 to this Report.
  
       Because  the  Consulting  Agreement,   among  other  matters,  granted  the
  Consultant  the right to receive a Transaction  Fee (as defined)  equal to 5% of
  the  Consideration  (as defined) in a  Transaction  (as  defined),  which closed
  either  (1) during the Term or (2) within  the  24-month  period  following  the
  expiration of the Term (the "Trailer") if the Transaction was consummated during
  the Trailer with a Purchaser (as defined) whom the Consultant  introduced to the
  Company  during the Term,  the Company had been  seeking the consents of JDK and
  Millennium to termination  of the  Consulting  Agreement to avoid the Consultant
  seeking  a  Transaction  Fee with  respect  to any of the  proposed  acquisition
  arrangements  the  Company  has been  negotiating  during  the past four  years,
  including the currently  contemplated  and  previously  reported  reverse merger
  transaction  with Sona Mobile,  Inc. On February 28, 2005,  when counsel for JDK
  received the last document he was seeking,  the executed  Amendment  dated as of
  February 14, 2005 (the  "Amendment")  to the  Consulting  Agreement was released
  from escrow. A copy of the Amendment is filed as Exhibit 10.2 to this Report and
  is incorporated herein by this reference.
  
       Pursuant to the Amendment, the Consulting Agreement is terminated effective
  upon the issuance of the Shares as herein  defined,  with the Company to have no
  further obligation thereunder to Millennium,  Harris A. Shapiro ("Shapiro"), the
  President and sole director of Millennium  (and also, the Chairman of the Board,
  the Chief  Executive  Officer and a director of the Company),  JDK and Joseph D.
  Kowal  ("Kowal"),  the President,  director and  shareholder of JDK, and none of
  Millennium,  Shapiro,  JDK or Kowal  will  have any  further  obligation  to the
  Company under the Consulting  Agreement,  except that each of Millennium and JDK
  may exercise its warrant  expiring  March 30, 2005 to purchase  10,000 shares of
  the Company's Common Stock, $.01 par value (the "Common Stock").  Also, pursuant
  to the  Amendment,  the Company  became  obligated to issue 150,000  shares (the
  "Shares") of the Common Stock to JDK, Kowal or the designee of either,  provided
  that the  recipient  of the  Shares  gave an  investment  representation  to the
  Company,  and to give the holder of the Shares "piggyback"  registration  rights
  during the two-year period  following the issuance of the Shares.  Millenium did
  not receive any  consideration  for its  agreement to terminate  the  Consulting
  Agreement.  In addition,  the Amendment  provides for mutual  releases among the
  parties relating to the Consulting Agreement.
  
       When the Consulting  Agreement was initially  executed,  neither Millennium
  nor JDK had any material  relationship  to the Company other than the Consulting
  Agreement and a
  Stock  Purchase  Agreement  also dated  January 20,  2000 (the  "Stock  Purchase
  Agreement")  by and among the Company and the  individuals  and  entities who or
  which  were  to  purchase  securities  of the  Company  in the  related  private
  placement (the "Buyers") as to which Millennium and JDK were to, and did, act as
  the Buyers' Representatives. A copy of the Stock Purchase Agreement is filed (by
  incorporation  by reference) as Exhibit 10.3 to this Report and is  incorporated
  herein by this reference.  The private placement,  as previously  reported,  was
  closed on March 31, 2000, at which time  Millennium  and JDK became Buyers (at a
  later date they received the warrants  referred to above) and Mr. Shapiro became
  the  Chairman of the Board and a director of the Company (he was at a later date
  designated as the Chief Executive Officer of the Company), positions in which he
  still serves the Company as of the date of this Report.
  
       On March 2, 2005,  the Company  directed  the  Transfer  Agent to issue the
  Shares to JDK's and  Kowal's  designee  and the Shares  were  issued on March 3,
  2005, so the Consulting Agreement terminated as of that date.
  
                     Section 3 - Securities and Trading Markets
  
  Item 3.02.        Unregistered Sales of Equity Securities.
  
       (a) As reported in Item 1.02 to this Report,  on March 3, 2005, the Company
  issued 150,000 shares (the "Shares") of the Common Stock.
  
       (b) There was no  underwriter  with  respect to the issuance of the Shares,
  which were  issued to a designee of JDK and Kowal as  described  in Item 1.02 to
  this Report.
  
       (c) The  Shares  were  not sold for  cash  and  there  was no  underwriting
  discounts or commissions.  The  consideration for the issuance of the Shares, as
  described in Item 1.02 of this Report,  was the  termination  of the  Consulting
  Agreement and any further obligation of the Company to the parties thereto.
  
       (d) The Company believes that the transaction was exempt from  registration
  under the  Securities  Act  pursuant  to Section  4(2)  thereof in that it was a
  transaction by an issuer not involving a public  offering,  there being only one
  offeree which gave an investment representation to the Company.
  
       (e) Not applicable.
  
       (f) Not applicable.
  
                    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
  
  10.1      Letter Agreement dated January 20, 2000 (the  "Consulting  Agreement")
            by   and   among   the   Company,   Millennium   Capital   Corporation
            ("Millennium") and JDK & Associates, Inc. ("JDK"). (1)
  
  10.2      Amendment  dated as of  February  14,  2005 by and among the  Company,
            Millennium,  Harris  A.  Shapiro,  JDK  and  Joseph  D.  Kowal  to the
            Consulting  Agreement filed (by incorporation by reference) as Exhibit
            10.1 hereto.(2)
  
  10.3      Stock  Purchase  Agreement  dated  January  20,  2000 by and among the
            Company,     Millennium,     JDK     and     other     Buyers.     (3)
            ____________________________
  
  (1)       Incorporated by reference to the Company's  Current Report on Form 8-K
            filed on April 14, 2000.
  
  (2)       Filed herewith.
  
  (3)       Incorporated by reference to the Company's  definitive Proxy Statement
            dated March 10, 2000 filed on March 14, 2000.
  
                                     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 3, 2005                        By:  /s/ Irene J. Marino
                                                           Irene J. Marino
                                                           Vice President, Finance
  Number    Exhibit Filed with Report                                         Page
  
  10.2      Amendment  dated as of  February  14,  2005 by and among           E-2
            the  Company, Millennium,  Harris  A.  Shapiro,  JDK  and
            Joseph  D.  Kowal  to the Consulting  Agreement filed (by
            incorporation by reference) as Exhibit 10.1 hereto.
  Exhibit 10.2
  
       AMENDMENT  dated as of February  14, 2005 (this  "Amendment")  by and among
  PerfectData   Corporation  (the  "Company"),   Millennium  Capital   Corporation
  ("Millennium"),  Harris A. Shapiro ("Shapiro"),  JDK & Associates,  Inc. ("JDK")
  and Joseph D. Kowal  ("Kowal") to letter  agreement  dated January 20, 2000 (the
  "Consulting Agreement") by and among the Company, Millennium and JDK.
  
       WHEREAS,  the  Company,  Millennium  and JDK are parties to the  Consulting
  Agreement  pursuant  to which  Millennium  and JDK were to act as the  Company's
  financial  advisor in connection with  Transactions (as defined therein) between
  the Company and third parties  introduced  to the Company by  Millennium  and/or
  JDK;
  
       WHEREAS, Shapiro is the President of Millennium;
  
       WHEREAS, Kowal is the President, director and shareholder of JDK;
  
       WHEREAS,   the  Company  intends  to  negotiate  a  merger  or  acquisition
  transaction  with an  unaffiliated  third party pursuant to which control of the
  Company will change (the "Third Party  Transaction") and the services of neither
  Millennium nor JDK will be required in connection therewith; and
  
       WHEREAS, the Company, Millennium and JDK desire to terminate the Consulting
  Agreement on the terms and conditions set forth in this Amendment whether or not
  the "Third Party Transaction" is consummated;
  
       NOW, THEREFORE,  for good and valuable consideration,  the receipt of which
  is hereby acknowledged, the parties agree as
  follows:
  
       1.  Effective  upon the issuance of the Shares (as such term is hereinafter
  defined)  pursuant to  paragraph 2 hereof,  the  Consulting  Agreement  shall be
  terminated and shall  thereafter  have no further force and effect and,  without
  limitation thereof,  the Company shall have no further obligation  thereunder to
  any of Millennium, Shapiro, JDK or Kowal and none of Millennium, Shapiro, JDK or
  Kowal shall  thereafter  have any obligation to the Company  thereunder,  except
  that each of Millennium and JDK may exercise its warrant expiring March 30, 2005
  to  purchase  10,000  shares of the Common  Stock,  $.01 par value (the  "Common
  Stock"), at $2.75 per share granted pursuant to the Consulting Agreement.
  
       2. The Company  shall  direct the  Transfer  Agent for the Common  Stock to
  issue  150,000  shares (the  "Shares")  of the Common  Stock to JDK,  Kowal or a
  designee of either  effective with the execution of this Agreement.  Each of JDK
  and Kowal hereby  represents  and warrants that it or he will acquire the Shares
  for investment  purposes only and not with a view toward, or in connection with,
  any distribution  thereof as such term is contemplated  under the Securities Act
  of 1933, as amended (the "Securities Act"). Each of JDK and Kowal hereby further
  agrees that, should it or Kowal request that all or part of the Shares be issued
  to its or his designee,  a condition  precedent to any such issuance  shall be a
  representation  by the designee to the same effect as set forth in the preceding
  sentence. Any certificate or certificates  evidencing the Shares shall bear such
  restrictive  legend  under the  Securities  Act as counsel to the Company  deems
  appropriate.
  3. Each of Millennium,  Shapiro,  JDK and Kowal hereby releases and forever
  discharges  the Company  (and its  respective  officers,  directors,  employees,
  agents,  predecessors,   successors  and  assigns)  from  any  and  all  claims,
  complaints,  demands,  suits, actions, causes of action and liabilities of every
  kind, nature and description whatsoever,  both at law and in equity, that it may
  now or hereafter may hold, have or claim to have by reason of any matter,  cause
  or thing  regarding,  relating to, or involving the Consulting  Agreement  other
  than  Millennium's  and  JDK's  right to  exercise  the  warrants  described  in
  paragraph 1 hereof and JDK's or its designee's rights with respect to the Shares
  described in paragraph 2 hereof.
  
       4. The Company hereby  releases and forever  discharges each of Millennium,
  Shapiro,  JDK and Kowal  (and the  respective  officers,  directors,  employees,
  agent, predecessors,  successors and assigns of Millennium and JDK) from and all
  claims, complaints,  demands, suits, actions, cause of action and liabilities of
  every kind, nature and description  whatsoever,  both at law in equity,  that it
  may now or  hereafter  may hold,  have or claim to have by reason of any matter,
  cause or thing regarding, relating to, or involving the Consulting Agreement.
  
       5. If, at any time during the period ending with the second  anniversary of
  the issuance of the Shares, the Company (or its successor as contemplated by any
  Third  Party   Transaction)   shall  file  pursuant  to  the  Securities  Act  a
  registration  statement  relating  to an  offering  for its own  account  or the
  account of others of any of its equity securities (other than on Form S-4 or its
  then equivalent  relating to an acquisition or merger transaction or Form S-8 or
  its then  equivalent  relating to equity  securities  to be issued in connection
  with a stock  option  or other  employee  benefit  plan),  the  Company  (or its
  successor) shall send to JDK, Kowal and/or any other holder (the "Other Holder")
  of all or part of the Shares  written  notice of its  intention to file at least
  twenty (20) days prior to the intended  filing date and, if within ten (10) days
  after the delivery of such notice,  JDK, Kowal and/or the Other Holder  requests
  inclusion of all or part of the Shares in the registration  statement,  then the
  Shares  or such  portion  thereon  as to  which a  request  is made  shall be so
  included. If the offer is underwritten, JDK, Kowal and/or the Other Holder agree
  to include the Shares in such underwritten offering and, if not underwritten, to
  advise  the  Company  (or  its  successor)  as  to  his,  her  or  its  proposed
  distribution  method.  The  Company (or its  successor)  shall then use its best
  efforts to get such registration statement effective.
  
       6.  Any  notices  or  other  communication  to be  given  pursuant  to this
  Amendment  shall be given in the manner  provided in Section 9 of the Consulting
  Agreement.
  
       7. This Amendment  shall be governed by, and construed in accordance  with,
  the laws of the State of California  without  giving effect to any principles of
  conflicts of law.
  
       8. This Amendment may be executed in one or more counterparts, all of which
  shall be considered one and the same agreement and each of which shall be deemed
  an original.
  
       9. All signatures to this Amendment may be delivered via facsimile and each
  such signature shall be considered an original signature.
  
       10. This Amendment  embodies the entire agreement and  understanding of the
  parties hereto in respect of the termination of the Consulting Agreement.  There
  are  no  restrictions,  promises,  representations,   warranties,  covenants  or
  undertakings,  other than those expressly set forth or referred to herein.  This
  Agreement  supercedes all prior agreements and undertakings  between the parties
  with respect to the Consulting  Agreement,  including,  without limitation,  the
  Amendment dated as of June 20, 2003.
  IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
  first above written.
  
                                                    PERFECTDATA CORPORATION
  
                                                    By _________________________
                                                          Irene J. Marino
                                                        Vice President, Finance
  
                                                    MILLENNIUM CAPITAL CORPORATION
  
                                                    By _________________________
                                                           Harris A. Shapiro
  
                                                      ____________________________
                                                            Harris A. Shapiro
  
                                                     JDK & ASSOCIATES, INC.
  
                                                     By _________________________
                                                             Joseph D. Kowal
                                                             President
  
                                                      ____________________________
                                                             Joseph D. Kowal