Exhibit4.1

CERTIFICATE OF DESIGNATIONS, PREFERENCES ANDRIGHTS of SERIES A CONVERTIBLE PREFERRED STOCK ofPERFECTDATA CORPORATION

(Pursuant to Section 151 of theDelawareGeneral Corporation Law)

PerfectData Corporation,a corporation organized and existing under the laws of the State ofDelaware (the "**Corporation**"), herebycertifies that, on February 28, 2005, the Board of Directors of theCorporation (the "Board of Directors" or the"**Board**") pursuant to authority of theBoard of Directors as required by Section 151 of the Delaware GeneralCorporation Law, and in accordance with the provisions of itsCertificate of Incorporation and Bylaws, each as amended and restatedthrough the date hereof, has authorized, and hereby authorizes, aseries of the Corporation's previously authorized PreferredStock, $.01 par value per share (the "**PreferredStock**"), and hereby states the designation and numberof shares, and fixes the relative, participating, optional or otherspecial rights, preferences, privileges, powers and qualifications,limitations or restrictions thereof as follows:

I.    DESIGNATION AND AMOUNT

The designation of thisseries, which consists of 600,000 shares of Preferred Stock, is theSeries A Convertible Preferred Stock (the "**Series APreferred Stock**").

II.    CERTAINDEFINITIONS

For purposes of this Certificate of Designations,the following terms shall have the followingmeanings:

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| A.  | "Affiliate"has the meaning ascribed to such term in Rule 405 promulgated under theSecurities Act of 1933, asamended. |

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| B.  | "BusinessDay" means any day other than Saturday, Sunday or anyday on which national banks are authorized to be closed in the City ofNew York, NewYork. |

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| C.  | "CommonStock" shall mean the Corporation's CommonStock, $.01 par value pershare. |

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| D.  | "ConversionDate" means, for (i) any Optional Conversion (asdefined in Article IV, Section A hereof), the date specified in thenotice of conversion in the form attached hereto (the"**Notice of Conversion**"), so long as acopy of the Notice of Conversion is faxed (or delivered by other meansresulting in notice) to the Corporation before 5:00 p.m., New York Citytime, on the Conversion Date indicated in the Notice of Conversion;provided, however, that, if the Notice of Conversion is not so faxed orotherwise delivered before such time, then the Conversion Date shall bethe date the holder faxes or otherwise delivers the Notice ofConversion to the Corporation and, if the Notice of Conversion is faxedor otherwise delivered after 5:00 p.m., New York City time, on theConversion Date indicated in the Notice of Conversion, the ConversionDate shall be the next Business Day, and (ii) for any MandatoryConversion Event (as defined in Article IV, Section C hereof) that datespecified in the notice delivered to the holders of the Series APreferred Stock being converted pursuant to Article IV.C in the eventthat such Mandatory Conversion Event occurs. |

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| E.  | "ConversionRatio" means initially 48.11159 per share and shallbe subject to adjustment as provided in Article VIIIhereof. |

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| F.  | "CorporateChange" has the meaning ascribed to such term inArticle VIII, Section B hereof. |

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| G.  | "DeliveryPeriod" has the meaning ascribed to such term inArticle IV, Section B(i)hereof. |

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| H.  | "DGCL"has the meaning ascribed to such term in Article IX, Section Ahereof. |

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| I.  | "Distribution"has the meaning ascribed to such term in Article VIII, Section Chereof. |

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| J.  | "DividendDate" has the meaning ascribed to such term inArticle III, Section Ahereof. |

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| K.  | "IssuanceDate" means, with respect to each share of the SeriesA Preferred Stock, the Closing Date (as defined) under the MergerAgreement dated as of March 7, 2005 by and among the Corporation, itswholly-owned subsidiary PerfectData Acquisition Corporation and SonaMobile, Inc. (the "**Merger Agreement**")pursuant to which such share of the Series A Preferred Stock will beissued. |

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| L.  | "JuniorSecurities" has the meaning ascribed to such term inArticle VIhereof. |

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| M.  | "LiquidationEvent" has the meaning ascribed to such term inArticle VII, Section A hereof. |

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| N.  | "LiquidationPreference" means, with respect to a share of theSeries A Preferred Stock, its Stated Value (as hereinafterdefined). |

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| O.  | "MajorityHolders" means the holders of more than fifty(50%) percent of the then outstanding shares of the Series APreferredStock. |

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| P.  | "MandatoryConversion Event" has the meaning ascribed to suchterm in Article IV, Section C of this Certificate ofDesignations. |

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| Q.  | "MarketPrice" means, for any security (including, withoutlimitation, the Common Stock) as of any date, the Closing Price of suchsecurity on the principal Trading Market on which such security isincluded for trading; provided, that, if there is no tradingin the security on a particular Trading Day on the relevant principalTrading Market, the Market Price for that day shall be the Market Priceon the last preceding Trading Day on which there was trading in thesecurity on the principal Trading Marking. "**ClosingPrice**" means on any particular date (i) the lastreported closing price per share of the security on such date on theTrading Market (as reported by Bloomberg L.P. or any similarorganization or agency succeeding to its functions of reporting prices("**Bloomberg**") at 4:15 p.m. (New Yorktime) as the last reported closing price for regular session trading onsuch day) or (ii) if there is no such price on such date, then theclosing price on the Trading Market on the date nearest preceding suchdate (as reported by Bloomberg at 4:15 p.m. (New York time) as theclosing price for regular session trading on such day), or (iii) if thesecurity is not then listed or quoted on the Trading Market and ifprices for the security are then reported in the "pinksheets" published by the Pink Sheets LLC (or a similarorganization or agency succeeding to its functions of reporting prices("**Pink** **Sheets**")), the mostrecent price per share of the security as reported, or (iv) if theshares of the security are not then publicly traded, the fair marketvalue of a share of the security as determined in good faith by theBoard of Directors of the Company. "**TradingDay**" means (i) a day on which the security istraded on a Trading Market, or (ii) if the security is not quoted on aTrading Market, a day on which the security is quoted in theover-the-counter market as reported by the Pink Sheets; provided, thatin the event that the security is not listed or quoted as set forth in(i), and (ii) hereof, then Trading Day shall mean a Business Day."**Trading Market**" means thefollowing markets or exchanges on which the security is listed orquoted for trading on the date in question: the OTC Bulletin Board, theAmerican Stock Exchange, the New York Stock Exchange, the NasdaqNational Market or the Nasdaq SmallCapMarket. |

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| R.  | "OptionalConversion" has the meaning ascribed to that term inArticle IV, Section A of this Certificate ofDesignation. |

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| S.  | "PariPassu Securities" has the meaning ascribed to suchterm in Article VI hereof. |

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| T.  | "Preferred StockCertificates" has the meaning ascribed to such termin Article IV, Section B hereof. |

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| U.  | "ReservedAmount" has the meaning ascribed to such term inArticle V hereof. |

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| V.  | "StatedValue" means $5.72 per share of the Series APreferred Stock. |

III.    PAYMENT OF DIVIDENDS

A.    Payment. If and when declared by the Board ofDirectors of the Corporation, in its sole discretion, a cash dividendshall be payable on a non-cumulative basis out of funds legallyavailable therefor, at the rate of six percent (6%) per annum,as to each outstanding share of the Series A Preferred Stock on everysuccessive September 30, December 31, March 31 and June 30 (a"**Dividend Date**"), unless any suchDividend Date is a non-Business Day, in which event the dividend shallbe payable on the next Business Day. Dividends for any period that isless than three (3) calendar months shall be pro-rated based on a365-day-year. The Corporation shall not declare or pay any dividend forany quarterly period unless the Corporation has sufficient fundslegally available for such purchase.

B.    RecordDate. When and if the Board of Directors declares a quarterlydividend, the dividend shall be payable to the holders of record of theSeries A Preferred Stock on the 15th day of the month (if a BusinessDay; if not, on the next Business Day) immediately preceding therespective Dividend Date or on such other record date as shall be fixedby the Board of Directors, provided that such record date shall not bemore than 60 or less than ten days prior to the dividend paymentdate.

IV.    CONVERSION

A.    OptionalConversions. Each holder of shares of the Series A Preferred Stockmay, at any time and from time to time, convert (an"**Optional Conversion**") each of his,her or its shares of the Series A Preferred Stock into a number offully paid and nonassessable shares of the Common Stock equal to theproduct of the number of shares of Series A Preferred being convertedand the Conversion Ratio. In addition, the holder shall receive withhis, her or its shares of the Common Stock accrued, but unpaid,dividends, if any, on the holder's shares of the Series APreferred Stock through the Conversion Date.

B.    Mechanics of Conversion. In order to effect anOptional Conversion, a holder shall: (x) fax (or otherwise deliver) acopy of the fully executed Notice of Conversion to the Corporation(Attention: its Secretary) and (y) surrender or cause to be surrenderedthe original certificates representing the shares of the Series APreferred Stock being converted (the "**Preferred StockCertificates**"), duly endorsed, along with a copy ofthe Notice of Conversion as soon as practicable thereafter to theCorporation or its agency for such purpose, including the TransferAgent for the Common Stock, as the Corporation may designate to theholders of the Series A Preferred Stock. Upon receipt by theCorporation or its agency of a facsimile copy of a Notice of Conversionfrom a holder, the Corporation shall promptly send, via facsimile, aconfirmation to such holder stating that the Notice of Conversion hasbeen received, the date upon which the Corporation expects to deliverthe shares of the Common Stock issuable upon such conversion and thename and telephone number of a contact person at the Corporationregarding the conversion. The Corporation shall not be obligated toissue shares of the Common Stock upon a conversion unless either thePreferred Stock Certificates are delivered to the Corporation asprovided above, or the holder notifies the Corporation that suchPreferred Stock Certificates have been lost, stolen or destroyed anddelivers the documentation to the Corporation required by Article XI.Bhereof.

    (i)    Delivery of Common Stock Upon anOptional Conversion. Upon the surrender of the Preferred StockCertificates accompanied by a Notice of Conversion, the Corporation(itself, or through its Transfer Agent for the Common Stock) shall, nolater than the later of (a) the third (3rd) Business Day following theConversion Date and (b) the Business Day following the date of suchsurrender (or, in the case of lost, stolen or destroyed certificates,after provision of indemnity pursuant to Article XI.B) (the"**Delivery Period**"), issue and deliver(i.e., deposit with a nationally recognized overnight courier servicepostage prepaid) to the holder or its nominee (x) that number of sharesof the Common Stock issuable upon conversion of such shares of theSeries A Preferred Stock being converted and (y) a certificaterepresenting the number of shares of the Series A Preferred Stock notbeing converted, if any. Notwithstanding the foregoing, in no eventshall the Company be required to 

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effect a conversion of shares of the Series APreferred Stock into less than 1,000 shares of the Common Stock, unlesssuch conversion would result in the conversion of all shares of theSeries A Preferred Stock then held by such holder.

    (ii)    Taxes. The Corporation shall pay any andall taxes that may be imposed upon it with respect to the issuance anddelivery of the shares of the Common Stock upon the conversion ofshares of the Series A Preferred Stock, provided however, that theCorporation shall not be required to pay any tax which may be payablein respect of any transfer involved in the issuance and delivery of anyshares of the Common Stock in a name other than the holder of theSeries A Preferred Stock.

    (iii)    No FractionalShares. No fractional share of the Common Stock shall be issuedupon conversion of shares of the Series A Preferred Stock. If, as aresult of a holder converting all of the holder's shares of theSeries A Preferred Stock, a fractional share would otherwise result,such fractional share shall instead be rounded up or down to thenearest whole share. If, as a result of a holder converting only partof the holder's shares of the Series A Preferred Stock, afractional share would otherwise result, such fractional share shall bedisregarded and the holder shall receive the lower number of fullshares; provided, however, that such fractional share shall be takeninto consideration when the holder converts the holder'sremaining shares of the Series A Preferred Stock.

    (iv)    Conversion Disputes. In the case of anydispute with respect to a conversion, the Corporation shall promptlyissue such number of shares of the Common Stock as are not disputed inaccordance with subsection (i) above. If such dispute involves thecalculation of the Conversion Ratio, and such dispute is not promptlyresolved by discussion between the relevant holder and the Corporation,the Corporation shall submit the disputed calculations to anConversion. The accounting firm shall promptly audit the calculationsand notify the Corporation and the holder of the results no later thanthree (3) Business Days from the date independent accounting firm(which firm may be the independent registered public accounting firmfor the Corporation) via facsimile within three (3) Business Days ofreceipt of the Notice of it receives the disputed calculations. Theaccounting firm's calculation shall be deemed conclusive, absentmanifest error. The Corporation shall then issue the appropriate numberof shares of the Common Stock in accordance with subsection (i) above.The fees of the accounting firm shall be borne (i) by the Corporationif the holder's calculation of the Conversion Ratio is closer tothe accounting firm's calculation of the Conversion Ratio and(ii) by the holder if the reverse is true.

C.    MandatoryConversion. A **Mandatory Conversion Event** shall occur either(i) on the date on which the stockholders of the Corporation, inaccordance with Section 5.11 of the Merger Agreement, authorize anincrease in the number of authorized shares of the Common Stock in anamount sufficient at least to permit (a) the conversion of all sharesof the Series A Preferred Stock and (b) the issuance of the AdditionalShares (as such term is defined in Section 2.6 of the Merger Agreement)or (ii) on the fifth (5th) anniversary of the Issuance Date.

    (i)    Notice to Holders. In the event that theMandatory Conversion Event has occurred, the Corporation shall, notlater than five (5) Business Days after the occurrence thereof, mail anotice to each of the then holders of the Series A Preferred Stockdescribing the Mandatory Conversion Event and requesting that theholder surrender the certificate or certificates evidencing the sharesat its then principal office or at its agency designated for suchpurpose (which may be the Transfer Agent for the Common Stock).

    (ii)    Delivery of Common Stock. As promptly aftersurrender of the certificate or certificates evidencing shares of theSeries A Preferred Stock pursuant to a notice by the Corporationdelivered pursuant to subsection (i) of this Article IV, Section C, theCorporation shall issue and deliver to a holder or, on his, her or itswritten order, a permitted transferee a certificate or certificates forthe number of full shares of the Common Stock issuable as if it were anOptional Conversion and an adjustment, as provided in Article IV,Section B(iii) hereof, in respect of any fractional interest otherwiseissuable upon such conversion.

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(iii)    Dividends.Notwithstanding anything to the contrary in this Article IV, Section C,the Corporation shall pay in cash accrued but unpaid dividends, if any,said payment to be made simultaneously with the delivery of shares ofthe Common Stock as provided in subsection (ii) of this Article IV,Section C.

(iv)    Effect of Mandatory ConversionEvent. Effective upon the occurrence of a Mandatory ConversionEvent, all rights of a holder of the Series A Preferred Stock as aholder of the Series A Preferred Stock shall cease and terminate exceptthe right to receive shares of the Common Stock as provided insubsection (ii) of this Article IV, Section C and to receive accrued,but unpaid, dividends, as provided in subsection (iii) of this ArticleIV, Section C and thereafter the holder shall be deemed to be a holderof the Common Stock for the number of shares as to which theholder's shares of the Series A Preferred Stock are convertiblepursuant to this Article IV.

V.    RESERVATION OF SHARES OFCOMMON STOCK

As promptly as practicable following the IssuanceDate the Corporation shall use its best efforts to obtain stockholderapproval of an increase in its authorized but unissued shares of CommonStock in accordance with Section 5.11 of the Merger Agreement and, uponsuch approval, shall reserve 110% of the number of shares of itsauthorized but unissued shares of Common Stock for issuance uponconversion of the Series A Preferred Stock. Thereafter, the number ofauthorized but unissued shares of Common Stock so reserved (the"**Reserved Amount**") shall at all timesbe sufficient to provide for the conversion of all of the Series APreferred Stock outstanding at the then current Conversion Ratiothereof.

VI.    RANK

All shares of the Series APreferred Stock shall rank (i) prior to (a) the Common Stock and (b)any class or series of capital stock of the Corporation hereaftercreated (unless, with the consent of the Majority Holders, such classor series of capital stock specifically, by its terms, ranks senior to,or pari passu with, the Series A Preferred Stock) (collectively withthe Common Stock, "**JuniorSecurities**"); (ii) pari passu with any other class orseries of capital stock of the Corporation hereafter created (with thewritten consent of the Majority Holders) specifically ranking, by itsterms, on parity with the Series A Preferred Stock (the"**Pari Passu Securities**"); and (iii)junior to any class or series of capital stock of the Corporationhereafter created (with the written consent of the Majority Holdersobtained in accordance with Article X hereof) specifically ranking, byits terms, senior to the Series A Preferred Stock (collectively, the"**Senior Securities**"), in each case asto distribution of assets upon liquidation, dissolution or winding upof the Corporation, whether voluntary or involuntary.

VII.    LIQUIDATION PREFERENCE

If the Corporation shallcommence a voluntary case under the U.S. Federal bankruptcy laws or anyother applicable bankruptcy, insolvency or similar law, or consent tothe entry of an order for relief in an involuntary case under any lawor to the appointment of a receiver, liquidator, assignee, custodian,trustee, sequestrator (or other similar official) of the Corporation orof any substantial part of its property, or make an assignment for thebenefit of its creditors, or admit in writing its inability to pay itsdebts generally as they become due, or if a decree or order for reliefin respect of the Corporation shall be entered by a court havingjurisdiction in the premises in an involuntary case under the U.S.Federal bankruptcy laws or any other applicable bankruptcy, insolvencyor similar law resulting in the appointment of a receiver, liquidator,assignee, custodian, trustee, sequestrator (or other similar official)of the Corporation or of any substantial part of its property, orordering the winding up or liquidation of its affairs, and any suchdecree or order shall be unstayed and in effect for a period of 90consecutive days and, on account of any such event, the Corporationshall liquidate, dissolve or wind up, or if the Corporation shallotherwise liquidate, dissolve or wind up (a"**Liquidation Event**"), no distributionshall be made to the holders of any shares of capital stock of theCorporation (other than the preferences and privileges thereof, if any)upon liquidation, dissolution or winding up unless prior thereto theholders of shares of the Series A Preferred Stock shall have receivedthe Liquidation 

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Preference with respect to each share. If,upon the occurrence of a Liquidation Event, the assets and fundsavailable for distribution among the holders of the Series A PreferredStock and holders of the Pari Passu Securities, if any, shall beinsufficient to permit the payment to such holders of the preferentialamounts payable thereon, then the entire assets and funds of theCorporation legally available for distribution to the Series APreferred Stock and the Pari Passu Securities, if any, shall bedistributed ratably among such shares in proportion to the ratio thatthe Liquidation Preference payable on each such share bears to theaggregate Liquidation Preference payable on all such shares. ACorporate Change shall not be deemed a Liquidation Event provided thatcompliance is made with Article VIII, Section B hereof. The proposedtransaction between the Corporation and Sona Mobile, Inc., a Washingtoncorporation, shall not be deemed a Liquidation Event or a CorporateChange.

VIII.    ADJUSTMENTS TO THE CONVERSION RATIO

The Conversion Ratio shall be subject to adjustment from time totime as follows:

A.    Stock Splits, Stock Dividends,Etc. If, at any time on or after the Issuance Date, the number ofoutstanding shares of the Common Stock is increased by a stock split,stock dividend, combination, reclassification or other similar event,the Conversion Ratio shall be proportionately reduced and the number ofshares of the Common Stock issuable upon conversion shall beproportionately increased, or if the number of outstanding shares ofthe Common Stock is decreased by a reverse stock split, combination orreclassification of shares, or other similar event, the ConversionRatio shall be proportionately increased and the number of shares ofthe Common Stock issuable upon conversion shall be proportionatelydecreased. In such event, the Corporation shall notify theCorporation's Transfer Agent of such change on or before theeffective date thereof.

B.    Adjustment Due to Merger,Consolidation, Etc. If, at any time after the Issuance Date, thereshall be (i) any reclassification or change of the outstanding sharesof the Common Stock (other than a change in par value, or from parvalue to no par value, or from no par value to par value, or as aresult of a subdivision or combination), (ii) any consolidation ormerger of the Corporation with any other entity (other than a merger inwhich the Corporation is the surviving or continuing entity and itscapital stock is unchanged), (iii) any sale or transfer of all orsubstantially all of the assets of the Corporation or (iv) any shareexchange pursuant to which all of the outstanding shares of CommonStock are converted into other securities or property (each of (i) -(iv) above being a "**CorporateChange**"), then the holders of the Series A PreferredStock shall thereafter have the right to receive upon conversion, inlieu of the shares of the Common Stock otherwise issuable, such sharesof stock, securities and/or other property as would have been issued orpayable in such Corporate Change with respect to, or in exchange forthe number of shares of the Common Stock which would have been issuableupon conversion had such Corporate Change not taken place, and, in anysuch case, appropriate provisions (in form and substance reasonablysatisfactory to the Majority Holders) shall be made with respect to therights and interests of the holders of the Series A Preferred Stock tothe end that the economic value of the shares of the Series A PreferredStock is in no way diminished by such Corporate Change and that theprovisions hereof, including, without limitation, in the case of anysuch consolidation, merger or sale in which the successor entity orpurchasing entity is not the Corporation, an immediate adjustment shallbe made to the Conversion Ratio so that the Conversion Ratioimmediately after the Corporate Change reflects the same relative valueas compared to the value of the surviving entity's common stockthat existed between the Conversion Ratio and the value of theCorporation's Common Stock immediately prior to such CorporateChange. The Corporation shall not effect any Corporate Change unlessthe resulting successor or acquiring entity (if not the Corporation)assumes by written instrument (in form and substance reasonablesatisfactory to the Majority Holders) the obligations of thisCertificate of Designations. The above provisions shall applyregardless of whether or not there would have been a sufficient numberof shares of the Common Stock authorized and available for issuanceupon conversion of the shares of the Series A Preferred Stockoutstanding as of the date of such transaction, and shall similarlyapply to successive reclassifications, consolidations, mergers, sales,transfers or share exchanges.

C.    Adjustment Due toDistribution. If, at any time after the Issuance Date, theCorporation shall declare or make any distribution of its assets (orrights to acquire its assets) to holders of the 

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Common Stock as a partial liquidatingdividend, by way of return of capital or otherwise (including anydividend or distribution to the Corporation's stockholders incash or shares (or rights to acquire shares) of capital stock of asubsidiary (i.e., a spin-off)) (a"**Distribution**"), then the holders ofthe Series A Preferred Stock shall be entitled, upon any conversion ofshares of the Series A Preferred Stock after the date of record fordetermining stockholders entitled to such Distribution, to receive theamount of such assets which would have been payable to the holder withrespect to the shares of the Common Stock issuable upon such conversionhad such holder been the holder of such shares of the Common Stock onthe record date for the determination of stockholders entitled to suchDistribution. If the Distribution involves rights, warrants, options orany other form of convertible securities and the right to exercise orconvert such securities would expire in accordance with its terms priorto the conversion of the Series A Preferred Stock, then the terms ofsuch securities shall provide that such exercise or convertibilityright shall remain in effect until 30 days after the date the holder ofthe Series A Preferred Stock receives such securities pursuant to theconversion hereof.

D.    Other Action Affecting ConversionRatio. If the Corporation takes any action affecting the CommonStock after the date hereof that would be covered by Article VIII,Sections A through C, but for the manner in which such action is takenor structured, which would in any way diminish the value of the SeriesA Preferred Stock, then the Conversion Ratio shall be adjusted in suchmanner as the Board of Directors of the Corporation shall in good faithdetermine to be equitable under the circumstances.

IX.    VOTING RIGHTS

A.    General. Except asotherwise expressly provided elsewhere in this Certificate ofDesignations or as otherwise required by the Delaware GeneralCorporation Law (the "**DGCL**"), (i) eachholder of the Series A Preferred Stock shall be entitled to vote on allmatters submitted to a vote of the stockholders of the Corporation andshall be entitled to that number of votes equal to the largest numberof whole shares of the Common Stock into which such holder'sshares of Series A Preferred Stock could be converted pursuant to theprovisions of Article IV hereof at the record date for thedetermination of stockholders entitled to vote on such matters or, ifno such record date is established, at the date such vote is taken orany written consent of stockholders is solicited, and (ii) except asotherwise provided herein, the holders of shares of the Series APreferred Stock and the Common Stock shall vote together (or tenderwritten consents in lieu of a vote) as a single class on all matterssubmitted for a vote or consent to the stockholders of theCorporation.

B.    Notification. The Corporationshall provide each holder of Series A Preferred Stock with priornotification of any meeting of the stockholders (and copies of proxymaterials and other information sent to holders of the Common Stock)and a brief statement regarding the business to be transacted at themeeting to the extent known at such time, at least 20 days prior to thedate of the meeting or other formal action of shareholders (or 20 daysprior to the consummation of the transaction or event if a transactionor fundamental corporate event is to be voted upon, whichever isearlier, but in no event earlier than public announcement of suchproposed transaction). Mailing of the proxy or consent solicitationmaterial to the holders of the Series A Preferred Stock simultaneouslywith the mailing of such material to the holders of the Common Stockshall be deemed in complete satisfaction of the Corporation'snotification obligation hereunder.

C.    ClassVoting. To the extent that under the DGCL the vote of the holdersof the Series A Preferred Stock, voting separately as a class orseries, as applicable, is required to authorize a given action of theCorporation, the affirmative vote or consent of the Majority Holders(except as otherwise may be required under the DGCL) shall constitutethe approval of such action by the class.

X.    PROTECTIONPROVISIONS

So long as any shares of the Series A PreferredStock are outstanding, the Corporation shall not without firstobtaining the approval (by vote or written consent, as provided by theDGCL) of the Majority Holders:

    (i)    alter or changethe rights, preferences or privileges of the Series A Preferred Stock,whether through merger, sale, consolidation or otherwise;

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    (ii)    alter or change the rights,preferences or privileges of any capital stock of the Corporation so asto affect adversely the Series A Preferred Stock, whether throughmerger, sale, consolidation or otherwise;

    (iii)    create any Senior Securities;

    (iv)    create any Pari Passu Securities;

    (v)    increase or decrease the authorized number of sharesof the Series A Preferred Stock;

    (vi)    issue anyshares of Senior Securities or Pari Passu Securities;

    (vii)    redeem or repurchase, or declare or pay any cashdividend, distribution or interest on, any Junior Securities or otheroutstanding securities of the Company, except pursuant to thisCertificate of Designations or for repurchases pursuant to an equityincentive plan approved by the Corporation's Board of Directorsin good faith;

    (viii)    permit any subsidiary now orhereinafter existing to issue any securities, other than to theCorporation; or

    (ix)    amend the Corporation'sCertificate of Incorporation or Bylaws.

Furthermore,notwithstanding the foregoing, no change pursuant to this Article Xshall be effective to the extent that, by its terms, it applies to lessthan all of the holders of shares of Series A Preferred Stock thenoutstanding.

XI.    MISCELLANEOUS

A.    Cancellation of the Series A Preferred Stock. Ifany shares of the Series A Preferred Stock are converted pursuant toArticle IV hereof, the shares so converted shall be canceled, shallreturn to the status of authorized, but unissued shares of thePreferred Stock of no designated series, and shall not be issuable bythe Corporation as shares of the Series A Preferred Stock.

B.    Lost or Stolen Certificates. Upon receipt by theCorporation of (i) evidence of the loss, theft, destruction ormutilation of any Preferred Stock Certificate(s) and (ii) (y) in thecase of loss, theft or destruction, of indemnity (without any bond orother security) reasonably satisfactory to the Corporation, or (z) inthe case of mutilation, upon surrender and cancellation of thePreferred Stock Certificate(s), the Corporation shall execute anddeliver new Preferred Stock Certificate(s) of like tenor and date.However, the Corporation shall not be obligated to reissue such lost orstolen Preferred Stock Certificate(s) if the holder contemporaneouslyrequests the Corporation to convert such Series A Preferred Stock or inthe event of a Mandatory Conversion Event.

C.    Status asStockholder. Upon submission of a Notice of Conversion by a holderof the Series A Preferred Stock, (i) the shares covered thereby (otherthan the shares, if any, which cannot be issued because their issuancewould exceed such holder's allocated portion of the ReservedAmount) shall be deemed converted into shares of the Common Stock and(ii) the holder's rights as a holder of such converted shares ofthe Series A Preferred Stock shall cease and terminate, excepting onlythe right to receive certificates for such shares of the Common Stockand to any remedies provided herein or otherwise available at law or inequity to such holder because of a failure by the Corporation to complywith the terms of this Certificate of Designations. Notwithstanding theforegoing, if a holder has not received certificates for all shares ofthe Common Stock prior to the sixth (6th) Business Day afterthe expiration of the Delivery Period with respect to a conversion ofthe Series A Preferred Stock for any reason, then (unless the holderotherwise elects to retain its status as a holder of the Common Stockby so notifying the Corporation within five (5) Business Days after theexpiration of such six (6)-Business-Day period after expiration of theDelivery Period) the holder shall regain the rights of a holder of theSeries A Preferred Stock with respect to such unconverted shares of theSeries A Preferred Stock and the Corporation shall, as soon aspracticable, return such unconverted shares to the holder. In allcases, the holder shall retain all of its rights and remedies for theCorporation's failure to convert shares of the Series A PreferredStock.

D.    Transfer. Subject to applicable law andthe legend, if any, on the certificate(s) to be transferred, the SeriesA Preferred Stock may be transferred at any time and from time to timeby the holder thereof.

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E.    Remedies Cumulative. Theremedies provided in this Certificate of Designations shall becumulative and in addition to all other remedies available under thisCertificate of Designations, at law or in equity (including a decree ofspecific performance and/or other injunctive relief), and nothingherein shall limit a holder's right to pursue actual damages forany failure by the Corporation to comply with the terms of thisCertificate of Designations. The Corporation acknowledges that a breachby it of its obligations hereunder will cause irreparable harm to theholders of the Series A Preferred Stock and that the remedy at law forany such breach may be inadequate. The Corporation therefore agrees, inthe event of any such breach or threatened breach, that the holders ofthe Series A Preferred Stock shall be entitled, in addition to allother available remedies, to an injunction restraining any breach,without the necessity of showing economic loss and without any bond orother security being required.

IN WITNESS WHEREOF,this Certificate of Designations is executed on behalf of theCorporation this 14th day of April, 2005.

PERFECTDATA CORPORATION

By: /s/ Harris A.Shapiro Name: Harris Shapiro Title: Chairman of theBoard & Chief Executive Officer

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NOTICE OF CONVERSION

(To beExecuted by the Registered Holder in order to Convert the Series APreferred Stock)

The undersigned hereby irrevocablyelects to convert                        shares of Series A Preferred Stock (the"**Conversion**"), represented by stockcertificate No(s).                      (the"**Preferred Stock Certificates**"), intoshares of common stock (the "**CommonStock**") of PerfectData Corporation according to theconditions of the Certificate of Designations, Preferences and Rightsof the Series A Convertible Preferred Stock, as of the date writtenbelow. If securities are to be issued in the name of a person otherthan the undersigned, the undersigned will pay all transfer taxespayable with respect thereto. No fee will be charged to the holder forany conversion, except for transfer taxes, if any. Each Preferred StockCertificate is attached hereto (or evidence of loss, theft ordestruction thereof).

The undersigned acknowledges andagrees that all offers and sales by the undersigned of the securitiesissuable to the undersigned upon conversion of the Series A PreferredStock have been or will be made only pursuant to an effectiveregistration of the transfer of the Common Stock under the SecuritiesAct of 1933, as amended (the "**Act**"),or pursuant to an exemption from registration under the Act.

|  | Date ofConversion:                                                        |
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|  | Applicable ConversionRatio:                                       |
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|  | Signature:                                                                          |
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|  | Name:                                                                                  |
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|  | Address:                                                                           |
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