Exhibit10.11

AMENDMENT dated as of February 14, 2005 (this"Amendment") by and among PerfectDataCorporation (the "Company"), MillenniumCapital Corporation ("Millennium"), Harris A.Shapiro ("Shapiro"), JDK & Associates,Inc. ("JDK") and Joseph D. Kowal("Kowal") to letter agreement dated January20, 2000 (the "Consulting Agreement") by andamong the Company, Millennium and JDK.

WHEREAS, the Company,Millennium and JDK are parties to the Consulting Agreement pursuant towhich Millennium and JDK were to act as the Company's financialadvisor in connection with Transactions (as defined therein) betweenthe Company and third parties introduced to the Company by Millenniumand/or JDK;

WHEREAS, Shapiro is the President of Millennium;

WHEREAS, Kowal is the President, director and shareholder ofJDK;

WHEREAS, the Company intends to negotiate a merger oracquisition transaction with an unaffiliated third party pursuant towhich control of the Company will change (the "Third PartyTransaction") and the services of neither Millennium norJDK will be required in connection therewith; and

WHEREAS, theCompany, Millennium and JDK desire to terminate the ConsultingAgreement on the terms and conditions set forth in this Amendmentwhether or not the "Third Party Transaction isconsummated;

NOW, THEREFORE, for good and valuableconsideration, the receipt of which is hereby acknowledged, the partiesagree as follows:

1.    Effective upon the issuance of theShares (as such term is hereinafter defined) pursuant to paragraph 2hereof, the Consulting Agreement shall be terminated and shallthereafter have no further force and effect and, without limitationthereof, the Company shall have no further obligation thereunder to anyof Millennium, Shapiro, JDK or Kowal and none of Millennium, Shapiro,JDK or Kowal shall thereafter have any obligation to the Companythereunder, except that each of Millennium and JDK may exercise itswarrant expiring March 30, 2005 to purchase 10,000 shares of the CommonStock, $.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 CommonStock to issue 150,000 shares (the "Shares")of the Common Stock to JDK, Kowal or a designee of either effectivewith the execution of this Agreement. Each of JDK and Kowal herebyrepresents and warrants that it or he will acquire the Shares forinvestment purposes only and not with a view toward, or in connectionwith, any distribution thereof as such term is contemplated under theSecurities Act of 1933, as amended (the "SecuritiesAct"). Each of JDK and Kowal hereby further agrees that,should it or Kowal request that all or part of the Shares be issued toits or his designee, a condition precedent to any such issuance shallbe a representation by the designee to the same effect as set forth inthe preceding sentence. Any certificate or certificates evidencing theShares shall bear such restrictive legend under the Securities Act ascounsel to the Company deems appropriate.

3.    Each ofMillennium, Shapiro, JDK and Kowal hereby releases and foreverdischarges the Company (and its respective officers, directors,employees, agents, predecessors, successors and assigns) from any andall claims, complaints, demands, suits, actions, causes of action andliabilities of every kind, nature and description whatsoever, both atlaw and in equity, that it may now or hereafter may hold, have or claimto have by reason of any matter, cause or thing regarding, relating to,or involving the Consulting Agreement other than Millennium's andJDK's right to exercise the warrants described in paragraph 1hereof and JDK's or its designee's rights with respect tothe Shares described in paragraph 2 hereof.

4.    The Companyhereby releases and forever discharges each of Millennium, Shapiro, JDKand Kowal (and the respective officers, directors, employees, agent,predecessors, successors and assigns of Millennium and JDK) from andall claims, complaints, demands, suits, actions, cause of action andliabilities of every kind, nature and description whatsoever, both atlaw in equity, that it may now or hereafter may hold, have or claim tohave by reason of any matter, cause or thing regarding, relating to, orinvolving the Consulting Agreement. \

5.    If, at anytime during the period ending with the second anniversary of theissuance of the Shares, the Company (or its successor as contemplatedby any Third Party Transaction) shall file 

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pursuant to the Securities Act a registrationstatement relating to an offering for its own account or the account ofothers of any of its equity securities (other than on Form S-4 or itsthen equivalent relating to an acquisition or merger transaction orForm S-8 or its then equivalent relating to equity securities to beissued in connection with a stock option or other employee benefitplan), the Company (or its successor) shall send to JDK, Kowal and/orany other holder (the "Other Holder") of allor part of the Shares written notice of its intention to file at leasttwenty (20) days prior to the intended filing date and, if within ten(10) days after the delivery of such notice, JDK, Kowal and/or theOther Holder requests inclusion of all or part of the Shares in theregistration statement, then the Shares or such portion thereon as towhich a request is made shall be so included. If the offer isunderwritten, JDK, Kowal and/or the Other Holder agree to include theShares in such underwritten offering and, if not underwritten, toadvise the Company (or its successor) as to his, her or its proposeddistribution method. The Company (or its successor) shall then use itsbest efforts to get such registration statement effective.

6.    Any notices or other communication to be given pursuant tothis Amendment shall be given in the manner provided in Section 9 ofthe Consulting Agreement.

7.    This Amendment shall begoverned by, and construed in accordance with, the laws of the State ofCalifornia without giving effect to any principles of conflicts oflaw.

8.    This Amendment may be executed in one or morecounterparts, all of which shall be considered one and the sameagreement and each of which shall be deemed an original.

9.    All signatures to this Amendment may be delivered viafacsimile and each such signature shall be considered an originalsignature.

10.    This Amendment embodies the entire agreementand understanding of the parties hereto in respect of the terminationof the Consulting Agreement. There are no restrictions, promises,representations, warranties, covenants or undertakings, other thanthose expressly set forth or referred to herein. This Agreementsupercedes all prior agreements and undertakings between the partieswith respect to the Consulting Agreement, including, withoutlimitation, the Amendment dated as of June  20, 2003.

INWITNESS WHEREOF, the parties have executed this Agreement as of thedate first above written.

|        |  |                               |  |                                        |  |  |  |  |  |  |
|--------|--|-------------------------------|--|----------------------------------------|--|--|--|--|--|--|
|   |  | PERFECTDATACORPORATION        |
|   |  | By /s/                        |  | Irene J. Marino                        |
|   |  |                          |  | Irene J.Marino Vice President, Finance |
|   |  | MILLENNIUM CAPITALCORPORATION |
|   |  | By/s/                         |  | Harris A. Shapiro                      |
|   |  |                          |  | Harris A.Shapiro                       |
|   |  |   /s/               |  | Harris A.Shapiro                       |
|   |  |                          |  | Harris A.Shapiro                       |
|   |  | JDK &ASSOCIATES, INC.     |
|   |  | By /s/                        |  | Joseph D. Kowal                        |
|   |  |                          |  | Joseph D.Kowal President               |
|   |  |   /s/               |  | Joseph D. Kowal                        |
|   |  |                          |  | Joseph D.Kowal                         |
|        |

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