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): January 11, 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>
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                      INFORMATION TO BE INCLUDED IN THE REPORT
  
  
                              Section 8 - Other Events
  
  Item 8.01.        Other Events.
  
       On January 12, 2005, PerfectData Corporation (the "Company") entered into a
  non-binding letter of intent (the "Letter of Intent") with Sona Mobile,  Inc., a
  privately-owned  Washington corporation ("Sona"). A copy of the Letter of Intent
  is filed as Exhibit 10.1 to this Report,  and a copy of the press release issued
  by the Company and Sona on January 12, 2005 relating thereto is filed as Exhibit
  10.2 to this Report, and both are incorporated  herein by this reference.  There
  is no relationship among the Company and any of its affiliates, on the one hand,
  and Sona, on the other hand, other than the Letter of Intent.
  
       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) executed  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.
  
       The Letter of Intent contemplates that the parties will prepare,  negotiate
  and then execute a merger agreement (the "Merger  Agreement")  pursuant to which
  Sona would be merged (the "Merger")  with and into a wholly-owned  subsidiary of
  the Company to be incorporated and the Sona shareholders  would receive from the
  Company,  in exchange for their shares of Sona common stock and preferred stock,
  shares of a to - be - designated  Series A Voting  Convertible  Preferred Stock,
  $.01 par value (the  "Series A Preferred  Stock"),  of the Company that would be
  convertible into such number of shares of the Company's  Common Stock,  $.01 par
  value (the  "Common  Stock"),  as is equal to 80% of the issued and  outstanding
  shares of the Common  Stock on a  fully-diluted  basis on the date the Merger is
  consummated  (the  "Closing  Date").  In  addition,  if the  Merger  were  to be
  consummated,  then,  on the  Closing  Date,  four of the five  directors  of the
  Company and all of its  officers  would  resign,  to be replaced by designees of
  Sona. The Letter of Intent also contemplates  that the Sona  shareholders  could
  receive in the future  additional  shares of the Common Stock equal to 5% of the
  outstanding shares on a fully diluted basis as of the Closing Date pursuant to a
  formula to be determined and set forth in the Merger Agreement.
  
       Sona has provided in the Letter of Intent that a condition precedent to its
  closing  with the  Company is that the Company  have a tangible  net worth of at
  least $1,100,000 on the
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  Closing Date, in default of which the shares  issuable to the Sona  shareholders
  would proportionately increase.
  
       Neither party has  completed its due diligence of the other,  including the
  Company's  review of a draft of  audited  financial  statements  of Sona for its
  fiscal years ended December 31, 2003 and 2004. As indicated above, the Letter of
  Intent is  non-binding,  except that once the Company has  reviewed and accepted
  such  financial  statements  and  otherwise  completed  its due diligence to its
  satisfaction,  a party thereafter  terminating the Merger without cause shall be
  required  to  reimburse  the  non-terminating  party  for its fees,  costs,  and
  expenses in connection with the Letter of Intent and to pay the  non-terminating
  party  $250,000 if it enters into a merger or sale or purchase of assets  within
  12 months of the Terminating Party's notice. The parties have also agreed not to
  solicit an  alternative  transaction,  with the directors of each  reserving the
  right to act if failure to act would be inconsistent with their fiduciary duties
  under applicable law.
  
       There can be no assurance that a Merger  Agreement will be executed or that
  thereafter the Merger will be consummated.
  
                    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.
  
           (a)      Exhibits.
  
  Number            Description of Exhibit
  
       10.1         Letter of Intent  dated  January 11, 2005 by and between  Sona
                    Mobile , Inc. and the Company.
  
       10.2         Press release dated January 12, 2005 relating to the Letter of
                    Intent filed as Exhibit 10.1 hereto.
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                                     SIGNATURES
  
       Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
  registrant has duly caused this amendment to a Report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
                                               PERFECTDATA CORPORATION
                                                  (Registrant)
  
  
  Date:  January 13, 2005                       By:  /s/ Harris A. Shapiro
                                                         Harris A. Shapiro
                                                         Chairman of the Board and
                                                           Chief Executive Officer
  <PAGE>
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                         Index to Exhibits Filed with Report
  
  <TABLE>
  <S>             <C>                                                                                        <C>
  -------------- ---------------------------------------------------------------------------------------- -----------
  Number                                        Description of Exhibits                                      Page
  -------------- ---------------------------------------------------------------------------------------- -----------
  -------------- ---------------------------------------------------------------------------------------- -----------
      10.1       Letter of Intent dated January 11, 2005 by and between Sona Mobile , Inc. and the           E-2
                 Company.
  -------------- ---------------------------------------------------------------------------------------- -----------
  -------------- ---------------------------------------------------------------------------------------- -----------
      10.2       Press release dated January 12, 2005 relating to the Letter of Intent filed as Exhibit      E-10
                 10.1 hereto.
  -------------- ---------------------------------------------------------------------------------------- -----------
  </TABLE>
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                                                                      Exhibit 10.1
  
                                  SONA MOBILE, INC.
                                   Victoria Tower
                                 44 Victoria Street
                              Toronto, Ontario M5C 1Y2
                                       CANADA
  
                                  January 11, 2005
  
  
  
  PerfectData Corporation
  1445 East Los Angeles Avenue, Suite 208
  Simi Valley, CA 93065
  Attn:  Harris Shapiro, CEO
  
  
  Dear Mr. Shapiro:
  
       This Letter of Intent will confirm the  following  general terms upon which
  Sona  Mobil,  Inc.,  a  corporation  organized  under  the laws of the  State of
  Washington  ("Sona"),  will merge (the  "Merger")  with and into a  wholly-owned
  subsidiary  to  be  incorporated   (the  "Merger   Subsidiary")  of  PerfectData
  Corporation,  a  corporation  organized  under the laws of the State of Delaware
  ("PerfectData"). Except for the provisions of Paragraphs D and E hereof, none of
  the terms set forth in this  Letter of Intent  shall be binding on either  party
  hereto.  Immediately  upon the  execution and delivery of this Letter of Intent,
  the parties hereto, either directly or through their authorized representatives,
  shall begin preparing a Merger Agreement (the "Agreement"),  which shall contain
  all of the  definitive  terms of the  Merger,  including  such  representations,
  warranties,  covenants, agreements, conditions and contingencies and indemnities
  as are typically incorporated in such agreements.
  
  A.       Basic Transaction.
  
           (i)    As set forth above, on the Closing Date (as defined below), Sona
                  will merge with and into the  Merger  Subsidiary,  which will be
                  the surviving corporation.
  
           (ii)   In the Merger,  the  shareholders of Sona will receive shares of
                  PerfectData's  Series A Voting Convertible  Preferred Stock (the
                  "Series A Preferred  Stock") in exchange  for their Sona capital
                  stock  (common  and  preferred).  In  addition  to  any  rights,
                  privileges and preferences as may be described in this Letter of
                  Intent,  the Series A Preferred  Stock shall have such terms and
                  provisions as shall be agreed to by the parties.
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           (iii)  The Series A Preferred Stock issued in the Merger shall (a) have
                  a liquidation  preference  (the specific amount of which will be
                  agreed to by the  parties),  (b) have the right to vote on an as
                  converted basis on all matters submitted to shareholders and (c)
                  be convertible into 80% of the issued and outstanding  shares of
                  the common stock of PerfectData on a fully-diluted  basis on the
                  Closing Date (as defined below); provided, however, the Series A
                  Preferred  Stock  shall be  convertible  into  85% of the  fully
                  diluted  issued and  outstanding  shares of the common  stock of
                  PerfectData  as of the Closing Date  pursuant to a formula to be
                  set forth in the Merger Agreement.
  
           (iv)   As currently  contemplated,  the  Transaction  will qualify as a
                  tax-free   reorganization  under  Section  368(a)(2)(D)  of  the
                  Internal Revenue Code of 1986, as amended.
  
  B.       Basic Conditions to the Merger.
  
           (i)    PerfectData  shall have  obtained  the  approval of its Board of
                  Directors  to  file  and  shall  have  filed  a  Certificate  of
                  Designation to its Certificate of Incorporation to designate the
                  Series A Preferred Stock.
  
           (ii)   On the Closing Date, PerfectData shall have a tangible net worth
                  of at least $1.1  million (as adjusted  below,  the "Minimum Net
                  Worth"), after taking into account all expenses,  fees and costs
                  incurred in connection  with the Merger and any  commitments and
                  contingencies  that are not reflected on  PerfectData's  balance
                  sheet; provided,  however, if the Closing Date of the Merger has
                  not occurred on or before April 15, 2005,  the Minimum Net Worth
                  shall be reduced by the cost to  PerfectData  of  preparing  and
                  filing a Form 10-KSB for the year ended March 31, 2005; provided
                  further,  however,  that such costs will be "capped" at $75,000.
                  To the extent  PerfectData's  tangible  net worth on the Closing
                  Date is less than the Minimum Net Worth,  the relative  holdings
                  of the Sona shareholders and the PerfectData shareholders as set
                  forth   in   Paragraph   A.(iii)   above   shall   be   adjusted
                  proportionately.   At  any  time  prior  to  the  Closing   Date
                  PerfectData may raise additional equity capital through the sale
                  of its common stock; provided,  however, that, without the prior
                  written  consent of Sona,  which consent may not be unreasonable
                  withheld,  PerfectData may not sell any equity securities 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  PerfectData'
                  capital  stock  after the Merger  unless  such person or persons
                  owned  5% or more of  PerfectData's  capital  stock  before  the
                  Merger.   Notwithstanding   anything  contained  herein  to  the
                  contrary,  in the event PerfectData's  tangible net worth on the
                  Closing Date is less than $750,000,  PerfectData shall have been
                  deemed the Terminating Party under Paragraph E.(i).
  <PAGE>
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           (iii)  On the  Closing  Date  PerfectData  shall be  current on all its
                  filings  under the  Securities  and Exchange Act of 1934 and its
                  common stock shall be listed on the OTC Bulletin Board.
  
           (iv)   PerfectData  shall have received  confirmation from its auditors
                  that it will be able to properly and timely file a Form 8-K with
                  the  United  States  Securities  and  Exchange  Commission  with
                  respect to the Merger.
  
  C.       Merger Agreement.
  
           (i)    Basic  Transaction.  The  Merger  Agreement  shall  provide  for
                  implementation of the basic transaction, as described herein.
  
           (ii)   Representations  and  Warranties.  The  Merger  Agreement  shall
                  contain   customary  and  usual   representations,   warranties,
                  covenants   and    agreements   by   the   parties,    including
                  representations and warranties  relating to qualifications,  due
                  authorizations,   non-contravention,   consents  and  approvals,
                  capitalization,  financial  condition,  taxes, filings under the
                  Securities and Exchange Act of 1934, material agreements,  legal
                  proceedings,  legal and regulatory compliance and employees. The
                  principal  executive  officer,   the  secretary  and  the  chief
                  financial  officer  of each of the  parties  shall  certify  the
                  representations  and  warranties  "to  the  best  of  his or her
                  personal knowledge and information."
  
           (iii)  Closing  Conditions and  Indemnification.  The Merger  Agreement
                  shall  contain  customary  and  usual  conditions  for  Closing,
                  including  the  delivery  at Closing of  favorable  opinions  of
                  counsel for the corporate  parties with respect to customary and
                  usual   matters  of  law,   as  well  as  usual  and   customary
                  indemnification and hold harmless provisions.
  
  D.       Exclusive Dealing.
  
           (i)    Beginning  on the date  hereof  Sona  shall  not,  and shall not
                  permit  any of its  officers,  directors,  employees,  agents or
                  representatives   to,   directly  or  indirectly   (through  any
                  affiliates),   solicit,  initiate  or  accept  any  discussions,
                  submissions  of  proposal  or offers or  negotiations  with,  or
                  participate in any negotiations or discussions  with, or provide
                  any  information  or  data  of  any  nature  whatsoever  to,  or
                  otherwise  cooperate  in  any  other  way  with,  or  assist  or
                  participate  in,  facilitate  or encourage any effort or attempt
                  by, or enter into any  agreement  with,  any  person  other than
                  PerfectData  concerning any merger, sale of substantially all of
                  its assets,  sale of shares of its capital stock or other equity
                  securities, or any similar transaction,  in each case, involving
                  Sona  (such  transactions  being  hereinafter   referred  to  as
                  "Alternative  Sona  Transactions") or authorize or permit any of
                  its  respective  officers,   directors,   employees,  agents  or
                  representatives  to take  any such  action  with  respect  to an
                  Alternative Sona Transaction.
  <PAGE>
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           (ii)   Beginning on the date hereof,  PerfectData  shall not, and shall
                  not permit any of its officers, directors,  employees, agents or
                  representatives   to,   directly  or  indirectly   (through  any
                  affiliates),   solicit,  initiate  or  accept  any  discussions,
                  submissions  of  proposal  or offers or  negotiations  with,  or
                  participate in any negotiations or discussions  with, or provide
                  any  information  or  data  of  any  nature  whatsoever  to,  or
                  otherwise  cooperate  in  any  other  way  with,  or  assist  or
                  participate  in,  facilitate  or encourage any effort or attempt
                  by, or enter into any agreement with, any person other than Sona
                  concerning  any merger,  sale of shares of its capital  stock or
                  other equity  securities,  or any similar  transaction,  in each
                  case, involving PerfectData (such transactions being hereinafter
                  referred  to  as  "Alternative  PerfectData   Transactions")  or
                  authorize or permit any of their respective officers, directors,
                  employees,  agents or  representatives  to take any such  action
                  with respect to an Alternative PerfectData Transaction.
  
           (iii)  Notwithstanding  anything to the contrary in this Paragraph, if,
                  at any time prior to Closing,  the Board of  Directors of either
                  party determines,  based upon advice from outside legal counsel,
                  that  failure  to  act  could   reasonably  be  expected  to  be
                  inconsistent  with the Board's fiduciary duties under applicable
                  law,  such party may provide  information  with  respect to such
                  party to another  person or entity that has made an  unsolicited
                  proposal  for an  Alternative  Transaction  and  participate  in
                  discussions and negotiations with such person or entity relating
                  to such Alternative Transaction.
  
  
  E.       Break-Up Fee.
  
           (i)    Except as otherwise  provided in Paragraphs E.(ii) - (iv) below,
                  in the event either party hereto (the "Terminating Party") shall
                  notify the other party  hereto (the  "Non-Terminating  Part") at
                  any  time  prior  to  Closing  that  the  Terminating  Party  is
                  abandoning  or  terminating  the  Merger and within 12 months of
                  such notice the Terminating Party enters into a merger agreement
                  or other  agreement  relating  to the sale or purchase of assets
                  with another party, then the Terminating Party shall immediately
                  pay to the  Non-Terminating  Party an amount equal to the sum of
                  (i) the fees,  costs and  expenses  (including  attorneys  fees)
                  incurred by the  Non-Terminating  Party in connection  with this
                  letter of intent and the Merger and (ii) $250,0000.
  
           (ii)   Notwithstanding Paragraph E.(i) above, a Terminating Party shall
                  have  no   liability   to  a   Non-Terminating   Party   if  the
                  Non-Terminating    Party   has   (a)   materially   breached   a
                  representation or warranty  contained in the Merger Agreement or
                  (b) if,  during the course of its due  diligence  investigation,
                  the   Terminating   Party   reasonably    concludes   that   the
                  Non-Terminating  Party will not be able to make a representation
                  or  warranty  contemplated  by the  Merger  Agreement  without a
                  material exception to such  representation or warranty or (c) if
                  the  Non-Terminating  Party fails to satisfy a material  closing
                  condition contained in the Merger Agreement.
  <PAGE>
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           (iii)  Either party may terminate this Letter of Intent and abandon the
                  Merger for any reason  without any  liability to the other party
                  at any time before the Commitment  Time (as defined in Paragraph
                  E.(iv) below).
  
           (iv)   On or about January 24, 2005,  Sona shall deliver a draft of its
                  audited  consolidated  financial  statements for the years ended
                  December  31, 2003 and 2004 to  PerfectData.  PerfectData  shall
                  then  have  approximately  48 hours  to  review  such  financial
                  statements.   In  the  event  PerfectData  determines  that  the
                  information set forth in such financial statements is materially
                  inconsistent with financial  information  previously supplied by
                  Sona it shall have the right to terminate  this Letter of Intent
                  and abandon the Merger without  incurring any penalty.  In order
                  to  exercise  this right,  PerfectData  must  provide  Sona with
                  written  notice  thereof no later  than 5:00 p.m.  New York City
                  time on the second  business day  following  the receipt of such
                  financial statements (the "Commitment Time").
  
  F.       Other.
  
           (i)    Expenses.   Each  of  PerfectData   and  Sona  will  bear  their
                  respective  costs, and neither party shall have liability to any
                  other party for any expense of the other party.
  
           (ii)   Conduct of Business Pending Closing.  From the date hereof until
                  the Closing or earlier  termination  of this letter of intent or
                  abandonment of the Merger,  (a)  PerfectData  will not engage in
                  any business and none of its assets will be sold or disposed of,
                  except for certain  post-closing  actions  taken to complete the
                  sale of its business  operations to Spray Products  Corporation,
                  and it will  not  incur  any  liabilities  except  those  in the
                  ordinary  cause of  business  (including  legal  and  accounting
                  expenses) or with the written consent of Sona, and (b) Sona will
                  operate its business in the ordinary  course and consistent with
                  past practice.
  
           (iii)  All notices or other information deemed required or necessary to
                  be given to any of the parties  shall be given at the  following
                  addresses:
  
                PerfectData:    1445  East  Los  Angeles  Avenue,  Suite  208
                                Simi Valley,  CA 93065
                                Attention:  Harris Shapiro,  CEO
                                Fax: (805) 581-4574
  
                With a copy to: Robert W. Berend,  Esq.
                                Wachtel & Masyr 110 East 59h Street
                                New York, New York 10022
                                Fax: (212) 909-9455
  <PAGE>
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                Sona:           Victoria  Tower
                                44  Victoria  Street,  Suite  801
                                Toronto,  Ontario  M5C 1Y2
                                CANADA
                                Attn:  Mr. John Bush
                                Fax: (416) 866-2970
  
                With a copy to: Joel J. Goldschmidt, Esq.
                                Morse, Zelnick, Rose & Lander LLP
                                405 Park Avenue, Suite 1401
                                New York, New York 10022-4405
                                Fax:  (212) 838-9190
  
           (iv)   Any finder's fee or similar  payments with respect to the Merger
                  shall be paid by the party or parties  agreeing  to such fees or
                  payment; in this respect.  Sona has agreed to pay a finder's fee
                  to Colebrooke Capital, Inc.
  
           (v)    The transactions  which are contemplated  herein,  to the extent
                  permitted, shall be governed by and construed in accordance with
                  the laws of the State of Delaware.
  
           (vi)   The parties agree to begin their due diligence  investigation of
                  the  other  immediately  and to  cooperate  with  each  other in
                  connection    with   the   conduct   of   such   due   diligence
                  investigations.   Each  party  and  its  agents,  attorneys  and
                  representatives   shall  have  full  and  free   access  to  the
                  properties,   books  and   records  of  the  other   party  (the
                  confidentiality  of which  the  investigating  party  agrees  to
                  retain) for purposes of conducting  investigations  of the other
                  party. At the earlier of the date of the public  announcement of
                  the  discussions  of the  transaction,  the  date of the  public
                  announcement of the transaction, or the date of the execution of
                  the Agreement, each party to the transaction (and each employee,
                  representative,  or other agent of the taxpayer) may disclose to
                  any and all persons,  without  limitations  of any kind, the tax
                  treatment  and  tax  structure  of  the   transactions  and  all
                  materials of any kind (including opinions or other tax analyses)
                  that are  provided to the party  relating to such tax  treatment
                  and tax  structure.  In  addition,  no party is  subject  to any
                  restriction  concerning  its  consulting  with  its tax  adviser
                  regarding the tax treatment or tax structure of the  transaction
                  at any time. Sona  acknowledges  that immediately  following the
                  execution of this Letter of Intent,  PerfectData  will deliver a
                  preliminary  due  diligence  request  and that Sona will use its
                  reasonable  best efforts to respond to such request within seven
                  (7) business days.  Nothing  herein shall  preclude  PerfectData
                  from amending,  modifying or supplementing  such preliminary due
                  diligence request.
  
           (vii)  The  substance  of any public  announcement  with respect to the
                  Merger, other than notices required by law, shall be approved in
                  advance by all parties or their duly authorized representatives.
  
           (viii) Four of the five current  members of the Board of Directors  and
                  all of the  current  officers  of  PerfectData  shall  resign at
                  Closing or as soon as
  
  
  <PAGE>
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                  practical  thereafter and be replaced by those designated by the
                  PerfectData  stockholders  and the  newly  constituted  Board of
                  Directors of PerfectData after the Closing.
  
           (ix)   This  Letter  of  Intent  may  be  executed  in  any  number  of
                  counterparts and each such counterpart  shall be deemed to be an
                  original instrument, but all of such counterparts together shall
                  constitute but one agreement.
  
           (x)    The term Closing Date shall refer to the calendar  date on which
                  the Merger is consummated. The term Closing refers to the actual
                  consummation of the Merger.
  <PAGE>
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       Except as  provided in  Paragraphs  D, E and  F.(iv),  this  letter  merely
  evidences the intention of the parties  hereto and is not intended to be legally
  binding.  With respect to Paragraph F.(iv),  each of PerfectData and Sona hereby
  indemnifies and holds harmless the other party hereto and its  affiliates,  from
  any  and all  claims,  liabilities,  damages  costs  and  judgments  arising  in
  connection with or relating to any agreements,  written or oral, which it has or
  is deemed to have entered into, directly or indirectly,  with any broker, finder
  or banker relating to the Merger.
  
       If the foregoing correctly sets forth the substance of the understanding of
  the parties,  please execute this letter in duplicate,  retain one copy for your
  records, and return one to our counsel, Joel J. Goldschmidt, c/o Morse, Zelnick,
  Rose & Lander LLP, 405 Park Avenue,  Suite 1401, New York,  New York 10022;  you
  may send one signed copy by facsimile transmission to 212-838-9190.
  
                                                       Very truly yours,
  
                                                       SONA MOBILE, INC.
  
  
                                                      By: /s/ John Bush
                                                              John Bush, President
  
  
  
  
  PERFECTDATA CORPORATION
  
  
  Accepted this 12th day of January, 2005.
  
  By:  /s/ Harris A. Shapiro
         Harris Shapiro, Chief Executive Officer
  
  <PAGE>
  <PAGE>
  
                                                                      Exhibit 10.2
  
                            PERFECTDATA CORPORATION SIGNS
                  LETTER OF INTENT TO MERGE WITH SONA MOBILE, INC.
  
  SIMI  VALLEY,  CA - January 12, 2005 -  PerfectData  Corporation  (OTC  Bulletin
  Board:  PERF.OB) and Sona Mobile,  Inc. announced today they have entered into a
  non-binding letter of intent to merge.
  
  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 has offices and subsidiaries in the United States,  Canada and the United
  Kingdom.
  
  Sona's   team   brings    together    experience    in   mobility    technology,
  telecommunications,  financial  markets  and  e-commerce.  Beginning  with  it's
  flagship  product,  MobileMarkets(TM),  which  is used  by  some of the  world's
  largest  financial  institutions;  Sona is committed  to providing  business and
  financial  application  platforms (i.e. Real-Time Markets Data, Streaming Mobile
  TV, Financial Trading,  Mobile Sarbanes Oxley  Compliance...etc)  that are open,
  easy to deploy, secure and scaleable.
  
  Under the  terms of the  letter  of  intent,  the  shareholders  of Sona  Mobile
  initially  will own 80% of the  merged  entity  and could own an  additional  5%
  pursuant to a formula to be set forth in the merger  agreement.  The transaction
  is subject to  completion  of due  diligence,  execution of a definitive  merger
  agreement, and satisfying other material conditions.
  
  More information on Sona Mobile can be found at the company's  corporate website
  - www.sonamobile.com
  
  Safe Harbor
  
  This news  release  contains  forward-looking  statements  within the meaning of
  Section 21E of the Securities Exchange Act of 1934, as amended.  Such statements
  are valid  only as of today,  and we  disclaim  any  obligation  to update  this
  information.  These  statements,  which  include,  but are not  limited  to, the
  successful  completion  of the proposed  merger and the benefits  expected to be
  derived therefrom, are subject to known and unknown risks and uncertainties that
  may cause actual future  experience  and results to differ  materially  from the
  statements  made.  These  statements  are  based  on  our  current  beliefs  and
  expectations  as to such future  outcomes.  Readers are  cautioned  not to place
  undue reliance on these forward-looking statements.
  
  
  PerfectData Contact:                                 Sona Mobile Contact:
  
  Harris A. Shapiro                                    John Bush
  President  & Chairman                                President & CEO
  805-581-4006                                         416-866-4100
  <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): January 11, 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 THE REPORT
  
                              Section 8 - Other Events
  
  Item 8.01.        Other Events.
  
       On January 12, 2005, PerfectData Corporation (the "Company") entered into a
  non-binding letter of intent (the "Letter of Intent") with Sona Mobile,  Inc., a
  privately-owned  Washington corporation ("Sona"). A copy of the Letter of Intent
  is filed as Exhibit 10.1 to this Report,  and a copy of the press release issued
  by the Company and Sona on January 12, 2005 relating thereto is filed as Exhibit
  10.2 to this Report, and both are incorporated  herein by this reference.  There
  is no relationship among the Company and any of its affiliates, on the one hand,
  and Sona, on the other hand, other than the Letter of Intent.
  
       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) executed  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.
  
       The Letter of Intent contemplates that the parties will prepare,  negotiate
  and then execute a merger agreement (the "Merger  Agreement")  pursuant to which
  Sona would be merged (the "Merger")  with and into a wholly-owned  subsidiary of
  the Company to be incorporated and the Sona shareholders  would receive from the
  Company,  in exchange for their shares of Sona common stock and preferred stock,
  shares of a to - be - designated  Series A Voting  Convertible  Preferred Stock,
  $.01 par value (the  "Series A Preferred  Stock"),  of the Company that would be
  convertible into such number of shares of the Company's  Common Stock,  $.01 par
  value (the  "Common  Stock"),  as is equal to 80% of the issued and  outstanding
  shares of the Common  Stock on a  fully-diluted  basis on the date the Merger is
  consummated  (the  "Closing  Date").  In  addition,  if the  Merger  were  to be
  consummated,  then,  on the  Closing  Date,  four of the five  directors  of the
  Company and all of its  officers  would  resign,  to be replaced by designees of
  Sona. The Letter of Intent also contemplates  that the Sona  shareholders  could
  receive in the future  additional  shares of the Common Stock equal to 5% of the
  outstanding shares on a fully diluted basis as of the Closing Date pursuant to a
  formula to be determined and set forth in the Merger Agreement.
  
       Sona has provided in the Letter of Intent that a condition precedent to its
  closing  with the  Company is that the Company  have a tangible  net worth of at
  least $1,100,000 on the
  Closing Date, in default of which the shares  issuable to the Sona  shareholders
  would proportionately increase.
  
       Neither party has  completed its due diligence of the other,  including the
  Company's  review of a draft of  audited  financial  statements  of Sona for its
  fiscal years ended December 31, 2003 and 2004. As indicated above, the Letter of
  Intent is  non-binding,  except that once the Company has  reviewed and accepted
  such  financial  statements  and  otherwise  completed  its due diligence to its
  satisfaction,  a party thereafter  terminating the Merger without cause shall be
  required  to  reimburse  the  non-terminating  party  for its fees,  costs,  and
  expenses in connection with the Letter of Intent and to pay the  non-terminating
  party  $250,000 if it enters into a merger or sale or purchase of assets  within
  12 months of the Terminating Party's notice. The parties have also agreed not to
  solicit an  alternative  transaction,  with the directors of each  reserving the
  right to act if failure to act would be inconsistent with their fiduciary duties
  under applicable law.
  
       There can be no assurance that a Merger  Agreement will be executed or that
  thereafter the Merger will be consummated.
  
                    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.
  
           (a)      Exhibits.
  
  Number            Description of Exhibit
  
       10.1         Letter of Intent  dated  January 11, 2005 by and between  Sona
                    Mobile , Inc. and the Company.
  
       10.2         Press release dated January 12, 2005 relating to the Letter of
                    Intent filed as Exhibit 10.1 hereto.
  SIGNATURES
  
       Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
  registrant has duly caused this amendment to a Report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
                                               PERFECTDATA CORPORATION
                                                  (Registrant)
  
  Date:  January 13, 2005                       By:  /s/ Harris A. Shapiro
                                                         Harris A. Shapiro
                                                         Chairman of the Board and
                                                           Chief Executive Officer
  Index to Exhibits Filed with Report
  -------------- ---------------------------------------------------------------------------------------- -----------
  Number                                        Description of Exhibits                                      Page
  -------------- ---------------------------------------------------------------------------------------- -----------
  -------------- ---------------------------------------------------------------------------------------- -----------
      10.1       Letter of Intent dated January 11, 2005 by and between Sona Mobile , Inc. and the           E-2
                 Company.
  -------------- ---------------------------------------------------------------------------------------- -----------
  -------------- ---------------------------------------------------------------------------------------- -----------
      10.2       Press release dated January 12, 2005 relating to the Letter of Intent filed as Exhibit      E-10
                 10.1 hereto.
  -------------- ---------------------------------------------------------------------------------------- -----------
  Exhibit 10.1
  
                                  SONA MOBILE, INC.
                                   Victoria Tower
                                 44 Victoria Street
                              Toronto, Ontario M5C 1Y2
                                       CANADA
  
                                  January 11, 2005
  
  PerfectData Corporation
  1445 East Los Angeles Avenue, Suite 208
  Simi Valley, CA 93065
  Attn:  Harris Shapiro, CEO
  
  Dear Mr. Shapiro:
  
       This Letter of Intent will confirm the  following  general terms upon which
  Sona  Mobil,  Inc.,  a  corporation  organized  under  the laws of the  State of
  Washington  ("Sona"),  will merge (the  "Merger")  with and into a  wholly-owned
  subsidiary  to  be  incorporated   (the  "Merger   Subsidiary")  of  PerfectData
  Corporation,  a  corporation  organized  under the laws of the State of Delaware
  ("PerfectData"). Except for the provisions of Paragraphs D and E hereof, none of
  the terms set forth in this  Letter of Intent  shall be binding on either  party
  hereto.  Immediately  upon the  execution and delivery of this Letter of Intent,
  the parties hereto, either directly or through their authorized representatives,
  shall begin preparing a Merger Agreement (the "Agreement"),  which shall contain
  all of the  definitive  terms of the  Merger,  including  such  representations,
  warranties,  covenants, agreements, conditions and contingencies and indemnities
  as are typically incorporated in such agreements.
  
  A.       Basic Transaction.
  
           (i)    As set forth above, on the Closing Date (as defined below), Sona
                  will merge with and into the  Merger  Subsidiary,  which will be
                  the surviving corporation.
  
           (ii)   In the Merger,  the  shareholders of Sona will receive shares of
                  PerfectData's  Series A Voting Convertible  Preferred Stock (the
                  "Series A Preferred  Stock") in exchange  for their Sona capital
                  stock  (common  and  preferred).  In  addition  to  any  rights,
                  privileges and preferences as may be described in this Letter of
                  Intent,  the Series A Preferred  Stock shall have such terms and
                  provisions as shall be agreed to by the parties.
  (iii)  The Series A Preferred Stock issued in the Merger shall (a) have
                  a liquidation  preference  (the specific amount of which will be
                  agreed to by the  parties),  (b) have the right to vote on an as
                  converted basis on all matters submitted to shareholders and (c)
                  be convertible into 80% of the issued and outstanding  shares of
                  the common stock of PerfectData on a fully-diluted  basis on the
                  Closing Date (as defined below); provided, however, the Series A
                  Preferred  Stock  shall be  convertible  into  85% of the  fully
                  diluted  issued and  outstanding  shares of the common  stock of
                  PerfectData  as of the Closing Date  pursuant to a formula to be
                  set forth in the Merger Agreement.
  
           (iv)   As currently  contemplated,  the  Transaction  will qualify as a
                  tax-free   reorganization  under  Section  368(a)(2)(D)  of  the
                  Internal Revenue Code of 1986, as amended.
  
  B.       Basic Conditions to the Merger.
  
           (i)    PerfectData  shall have  obtained  the  approval of its Board of
                  Directors  to  file  and  shall  have  filed  a  Certificate  of
                  Designation to its Certificate of Incorporation to designate the
                  Series A Preferred Stock.
  
           (ii)   On the Closing Date, PerfectData shall have a tangible net worth
                  of at least $1.1  million (as adjusted  below,  the "Minimum Net
                  Worth"), after taking into account all expenses,  fees and costs
                  incurred in connection  with the Merger and any  commitments and
                  contingencies  that are not reflected on  PerfectData's  balance
                  sheet; provided,  however, if the Closing Date of the Merger has
                  not occurred on or before April 15, 2005,  the Minimum Net Worth
                  shall be reduced by the cost to  PerfectData  of  preparing  and
                  filing a Form 10-KSB for the year ended March 31, 2005; provided
                  further,  however,  that such costs will be "capped" at $75,000.
                  To the extent  PerfectData's  tangible  net worth on the Closing
                  Date is less than the Minimum Net Worth,  the relative  holdings
                  of the Sona shareholders and the PerfectData shareholders as set
                  forth   in   Paragraph   A.(iii)   above   shall   be   adjusted
                  proportionately.   At  any  time  prior  to  the  Closing   Date
                  PerfectData may raise additional equity capital through the sale
                  of its common stock; provided,  however, that, without the prior
                  written  consent of Sona,  which consent may not be unreasonable
                  withheld,  PerfectData may not sell any equity securities 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  PerfectData'
                  capital  stock  after the Merger  unless  such person or persons
                  owned  5% or more of  PerfectData's  capital  stock  before  the
                  Merger.   Notwithstanding   anything  contained  herein  to  the
                  contrary,  in the event PerfectData's  tangible net worth on the
                  Closing Date is less than $750,000,  PerfectData shall have been
                  deemed the Terminating Party under Paragraph E.(i).
  (iii)  On the  Closing  Date  PerfectData  shall be  current on all its
                  filings  under the  Securities  and Exchange Act of 1934 and its
                  common stock shall be listed on the OTC Bulletin Board.
  
           (iv)   PerfectData  shall have received  confirmation from its auditors
                  that it will be able to properly and timely file a Form 8-K with
                  the  United  States  Securities  and  Exchange  Commission  with
                  respect to the Merger.
  
  C.       Merger Agreement.
  
           (i)    Basic  Transaction.  The  Merger  Agreement  shall  provide  for
                  implementation of the basic transaction, as described herein.
  
           (ii)   Representations  and  Warranties.  The  Merger  Agreement  shall
                  contain   customary  and  usual   representations,   warranties,
                  covenants   and    agreements   by   the   parties,    including
                  representations and warranties  relating to qualifications,  due
                  authorizations,   non-contravention,   consents  and  approvals,
                  capitalization,  financial  condition,  taxes, filings under the
                  Securities and Exchange Act of 1934, material agreements,  legal
                  proceedings,  legal and regulatory compliance and employees. The
                  principal  executive  officer,   the  secretary  and  the  chief
                  financial  officer  of each of the  parties  shall  certify  the
                  representations  and  warranties  "to  the  best  of  his or her
                  personal knowledge and information."
  
           (iii)  Closing  Conditions and  Indemnification.  The Merger  Agreement
                  shall  contain  customary  and  usual  conditions  for  Closing,
                  including  the  delivery  at Closing of  favorable  opinions  of
                  counsel for the corporate  parties with respect to customary and
                  usual   matters  of  law,   as  well  as  usual  and   customary
                  indemnification and hold harmless provisions.
  
  D.       Exclusive Dealing.
  
           (i)    Beginning  on the date  hereof  Sona  shall  not,  and shall not
                  permit  any of its  officers,  directors,  employees,  agents or
                  representatives   to,   directly  or  indirectly   (through  any
                  affiliates),   solicit,  initiate  or  accept  any  discussions,
                  submissions  of  proposal  or offers or  negotiations  with,  or
                  participate in any negotiations or discussions  with, or provide
                  any  information  or  data  of  any  nature  whatsoever  to,  or
                  otherwise  cooperate  in  any  other  way  with,  or  assist  or
                  participate  in,  facilitate  or encourage any effort or attempt
                  by, or enter into any  agreement  with,  any  person  other than
                  PerfectData  concerning any merger, sale of substantially all of
                  its assets,  sale of shares of its capital stock or other equity
                  securities, or any similar transaction,  in each case, involving
                  Sona  (such  transactions  being  hereinafter   referred  to  as
                  "Alternative  Sona  Transactions") or authorize or permit any of
                  its  respective  officers,   directors,   employees,  agents  or
                  representatives  to take  any such  action  with  respect  to an
                  Alternative Sona Transaction.
  (ii)   Beginning on the date hereof,  PerfectData  shall not, and shall
                  not permit any of its officers, directors,  employees, agents or
                  representatives   to,   directly  or  indirectly   (through  any
                  affiliates),   solicit,  initiate  or  accept  any  discussions,
                  submissions  of  proposal  or offers or  negotiations  with,  or
                  participate in any negotiations or discussions  with, or provide
                  any  information  or  data  of  any  nature  whatsoever  to,  or
                  otherwise  cooperate  in  any  other  way  with,  or  assist  or
                  participate  in,  facilitate  or encourage any effort or attempt
                  by, or enter into any agreement with, any person other than Sona
                  concerning  any merger,  sale of shares of its capital  stock or
                  other equity  securities,  or any similar  transaction,  in each
                  case, involving PerfectData (such transactions being hereinafter
                  referred  to  as  "Alternative  PerfectData   Transactions")  or
                  authorize or permit any of their respective officers, directors,
                  employees,  agents or  representatives  to take any such  action
                  with respect to an Alternative PerfectData Transaction.
  
           (iii)  Notwithstanding  anything to the contrary in this Paragraph, if,
                  at any time prior to Closing,  the Board of  Directors of either
                  party determines,  based upon advice from outside legal counsel,
                  that  failure  to  act  could   reasonably  be  expected  to  be
                  inconsistent  with the Board's fiduciary duties under applicable
                  law,  such party may provide  information  with  respect to such
                  party to another  person or entity that has made an  unsolicited
                  proposal  for an  Alternative  Transaction  and  participate  in
                  discussions and negotiations with such person or entity relating
                  to such Alternative Transaction.
  
  E.       Break-Up Fee.
  
           (i)    Except as otherwise  provided in Paragraphs E.(ii) - (iv) below,
                  in the event either party hereto (the "Terminating Party") shall
                  notify the other party  hereto (the  "Non-Terminating  Part") at
                  any  time  prior  to  Closing  that  the  Terminating  Party  is
                  abandoning  or  terminating  the  Merger and within 12 months of
                  such notice the Terminating Party enters into a merger agreement
                  or other  agreement  relating  to the sale or purchase of assets
                  with another party, then the Terminating Party shall immediately
                  pay to the  Non-Terminating  Party an amount equal to the sum of
                  (i) the fees,  costs and  expenses  (including  attorneys  fees)
                  incurred by the  Non-Terminating  Party in connection  with this
                  letter of intent and the Merger and (ii) $250,0000.
  
           (ii)   Notwithstanding Paragraph E.(i) above, a Terminating Party shall
                  have  no   liability   to  a   Non-Terminating   Party   if  the
                  Non-Terminating    Party   has   (a)   materially   breached   a
                  representation or warranty  contained in the Merger Agreement or
                  (b) if,  during the course of its due  diligence  investigation,
                  the   Terminating   Party   reasonably    concludes   that   the
                  Non-Terminating  Party will not be able to make a representation
                  or  warranty  contemplated  by the  Merger  Agreement  without a
                  material exception to such  representation or warranty or (c) if
                  the  Non-Terminating  Party fails to satisfy a material  closing
                  condition contained in the Merger Agreement.
  (iii)  Either party may terminate this Letter of Intent and abandon the
                  Merger for any reason  without any  liability to the other party
                  at any time before the Commitment  Time (as defined in Paragraph
                  E.(iv) below).
  
           (iv)   On or about January 24, 2005,  Sona shall deliver a draft of its
                  audited  consolidated  financial  statements for the years ended
                  December  31, 2003 and 2004 to  PerfectData.  PerfectData  shall
                  then  have  approximately  48 hours  to  review  such  financial
                  statements.   In  the  event  PerfectData  determines  that  the
                  information set forth in such financial statements is materially
                  inconsistent with financial  information  previously supplied by
                  Sona it shall have the right to terminate  this Letter of Intent
                  and abandon the Merger without  incurring any penalty.  In order
                  to  exercise  this right,  PerfectData  must  provide  Sona with
                  written  notice  thereof no later  than 5:00 p.m.  New York City
                  time on the second  business day  following  the receipt of such
                  financial statements (the "Commitment Time").
  
  F.       Other.
  
           (i)    Expenses.   Each  of  PerfectData   and  Sona  will  bear  their
                  respective  costs, and neither party shall have liability to any
                  other party for any expense of the other party.
  
           (ii)   Conduct of Business Pending Closing.  From the date hereof until
                  the Closing or earlier  termination  of this letter of intent or
                  abandonment of the Merger,  (a)  PerfectData  will not engage in
                  any business and none of its assets will be sold or disposed of,
                  except for certain  post-closing  actions  taken to complete the
                  sale of its business  operations to Spray Products  Corporation,
                  and it will  not  incur  any  liabilities  except  those  in the
                  ordinary  cause of  business  (including  legal  and  accounting
                  expenses) or with the written consent of Sona, and (b) Sona will
                  operate its business in the ordinary  course and consistent with
                  past practice.
  
           (iii)  All notices or other information deemed required or necessary to
                  be given to any of the parties  shall be given at the  following
                  addresses:
  
                PerfectData:    1445  East  Los  Angeles  Avenue,  Suite  208
                                Simi Valley,  CA 93065
                                Attention:  Harris Shapiro,  CEO
                                Fax: (805) 581-4574
  
                With a copy to: Robert W. Berend,  Esq.
                                Wachtel & Masyr 110 East 59h Street
                                New York, New York 10022
                                Fax: (212) 909-9455
  Sona:           Victoria  Tower
                                44  Victoria  Street,  Suite  801
                                Toronto,  Ontario  M5C 1Y2
                                CANADA
                                Attn:  Mr. John Bush
                                Fax: (416) 866-2970
  
                With a copy to: Joel J. Goldschmidt, Esq.
                                Morse, Zelnick, Rose & Lander LLP
                                405 Park Avenue, Suite 1401
                                New York, New York 10022-4405
                                Fax:  (212) 838-9190
  
           (iv)   Any finder's fee or similar  payments with respect to the Merger
                  shall be paid by the party or parties  agreeing  to such fees or
                  payment; in this respect.  Sona has agreed to pay a finder's fee
                  to Colebrooke Capital, Inc.
  
           (v)    The transactions  which are contemplated  herein,  to the extent
                  permitted, shall be governed by and construed in accordance with
                  the laws of the State of Delaware.
  
           (vi)   The parties agree to begin their due diligence  investigation of
                  the  other  immediately  and to  cooperate  with  each  other in
                  connection    with   the   conduct   of   such   due   diligence
                  investigations.   Each  party  and  its  agents,  attorneys  and
                  representatives   shall  have  full  and  free   access  to  the
                  properties,   books  and   records  of  the  other   party  (the
                  confidentiality  of which  the  investigating  party  agrees  to
                  retain) for purposes of conducting  investigations  of the other
                  party. At the earlier of the date of the public  announcement of
                  the  discussions  of the  transaction,  the  date of the  public
                  announcement of the transaction, or the date of the execution of
                  the Agreement, each party to the transaction (and each employee,
                  representative,  or other agent of the taxpayer) may disclose to
                  any and all persons,  without  limitations  of any kind, the tax
                  treatment  and  tax  structure  of  the   transactions  and  all
                  materials of any kind (including opinions or other tax analyses)
                  that are  provided to the party  relating to such tax  treatment
                  and tax  structure.  In  addition,  no party is  subject  to any
                  restriction  concerning  its  consulting  with  its tax  adviser
                  regarding the tax treatment or tax structure of the  transaction
                  at any time. Sona  acknowledges  that immediately  following the
                  execution of this Letter of Intent,  PerfectData  will deliver a
                  preliminary  due  diligence  request  and that Sona will use its
                  reasonable  best efforts to respond to such request within seven
                  (7) business days.  Nothing  herein shall  preclude  PerfectData
                  from amending,  modifying or supplementing  such preliminary due
                  diligence request.
  
           (vii)  The  substance  of any public  announcement  with respect to the
                  Merger, other than notices required by law, shall be approved in
                  advance by all parties or their duly authorized representatives.
  
           (viii) Four of the five current  members of the Board of Directors  and
                  all of the  current  officers  of  PerfectData  shall  resign at
                  Closing or as soon as
  practical  thereafter and be replaced by those designated by the
                  PerfectData  stockholders  and the  newly  constituted  Board of
                  Directors of PerfectData after the Closing.
  
           (ix)   This  Letter  of  Intent  may  be  executed  in  any  number  of
                  counterparts and each such counterpart  shall be deemed to be an
                  original instrument, but all of such counterparts together shall
                  constitute but one agreement.
  
           (x)    The term Closing Date shall refer to the calendar  date on which
                  the Merger is consummated. The term Closing refers to the actual
                  consummation of the Merger.
  Except as  provided in  Paragraphs  D, E and  F.(iv),  this  letter  merely
  evidences the intention of the parties  hereto and is not intended to be legally
  binding.  With respect to Paragraph F.(iv),  each of PerfectData and Sona hereby
  indemnifies and holds harmless the other party hereto and its  affiliates,  from
  any  and all  claims,  liabilities,  damages  costs  and  judgments  arising  in
  connection with or relating to any agreements,  written or oral, which it has or
  is deemed to have entered into, directly or indirectly,  with any broker, finder
  or banker relating to the Merger.
  
       If the foregoing correctly sets forth the substance of the understanding of
  the parties,  please execute this letter in duplicate,  retain one copy for your
  records, and return one to our counsel, Joel J. Goldschmidt, c/o Morse, Zelnick,
  Rose & Lander LLP, 405 Park Avenue,  Suite 1401, New York,  New York 10022;  you
  may send one signed copy by facsimile transmission to 212-838-9190.
  
                                                       Very truly yours,
  
                                                       SONA MOBILE, INC.
  
                                                      By: /s/ John Bush
                                                              John Bush, President
  
  PERFECTDATA CORPORATION
  
  Accepted this 12th day of January, 2005.
  
  By:  /s/ Harris A. Shapiro
         Harris Shapiro, Chief Executive Officer
  Exhibit 10.2
  
                            PERFECTDATA CORPORATION SIGNS
                  LETTER OF INTENT TO MERGE WITH SONA MOBILE, INC.
  
  SIMI  VALLEY,  CA - January 12, 2005 -  PerfectData  Corporation  (OTC  Bulletin
  Board:  PERF.OB) and Sona Mobile,  Inc. announced today they have entered into a
  non-binding letter of intent to merge.
  
  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 has offices and subsidiaries in the United States,  Canada and the United
  Kingdom.
  
  Sona's   team   brings    together    experience    in   mobility    technology,
  telecommunications,  financial  markets  and  e-commerce.  Beginning  with  it's
  flagship  product,  MobileMarkets(TM),  which  is used  by  some of the  world's
  largest  financial  institutions;  Sona is committed  to providing  business and
  financial  application  platforms (i.e. Real-Time Markets Data, Streaming Mobile
  TV, Financial Trading,  Mobile Sarbanes Oxley  Compliance...etc)  that are open,
  easy to deploy, secure and scaleable.
  
  Under the  terms of the  letter  of  intent,  the  shareholders  of Sona  Mobile
  initially  will own 80% of the  merged  entity  and could own an  additional  5%
  pursuant to a formula to be set forth in the merger  agreement.  The transaction
  is subject to  completion  of due  diligence,  execution of a definitive  merger
  agreement, and satisfying other material conditions.
  
  More information on Sona Mobile can be found at the company's  corporate website
  - www.sonamobile.com
  
  Safe Harbor
  
  This news  release  contains  forward-looking  statements  within the meaning of
  Section 21E of the Securities Exchange Act of 1934, as amended.  Such statements
  are valid  only as of today,  and we  disclaim  any  obligation  to update  this
  information.  These  statements,  which  include,  but are not  limited  to, the
  successful  completion  of the proposed  merger and the benefits  expected to be
  derived therefrom, are subject to known and unknown risks and uncertainties that
  may cause actual future  experience  and results to differ  materially  from the
  statements  made.  These  statements  are  based  on  our  current  beliefs  and
  expectations  as to such future  outcomes.  Readers are  cautioned  not to place
  undue reliance on these forward-looking statements.
  
  PerfectData Contact:                                 Sona Mobile Contact:
  
  Harris A. Shapiro                                    John Bush
  President  & Chairman                                President & CEO
  805-581-4006                                         416-866-4100