Exhibit 10.3


 


SECOND AMENDMENT

TO

ASSET PURCHASE AGREEMENT


 


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


 


W  I
T  N  E  S  S  E  T  H


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4.   Section 1.4 is hereby deleted in its
entirety.


 


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


 


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“5.1                           Closing and the
Put.


 


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


 


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


 


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


 


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


 


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


 


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


 


“5.7                           Management
Effective June 1, 2004.


 


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


 


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


 


9.   The Purchaser acknowledges advice from the
Seller that, in addition to seeking shareholders’ consent to the sale herein,
the Seller is also seeking shareholders’


 


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


 


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


 


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


 


	
   

  	
  PURCHASER:

  
	
   

  	
  Spray Products Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Bart Bastian

  	
   

  
	
   

  	
  Name:  Bart Bastian

  
	
   

  	
  Title:  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SELLER:

  
	
   

  	
  PerfectData Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Harris A. Shapiro

  	
   

  
	
   

  	
  Name:  Harris A. Shapiro

  
	
   

  	
  Title:  Chairman of the Board
  and Chief

  
	
   

  	
  Executive Officer

  



 


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