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corresp

INTERCHANGE CORPORATION

One Technology Drive, Building G

Irvine, California 92618

Telephone: (949) 784-0800

December 6, 2005

VIA EDGAR AND FAX

Ms. Elaine Wolff

Branch Chief, Division of Corporate Finance

United States Securities and Exchange Commission

100 F. Street, N.E.

Washington, DC 20549

    Re:

    Interchange Corporation Registration Statement on Form S-3 filed on
November 1, 2005

Dear Ms. Wolff:

     On behalf of Interchange Corporation (the “Company”), attached is the Company’s response to
your comment in your letter of November 18, 2005, regarding the Company’s Registration Statement on
Form S-3 (File No. 333-129359) (the “Registration Statement”) filed with the Securities and
Exchange Commission (the “Commission”) on November 1, 2005. For your convenience, the italicized
comment has been reproduced below from your letter in its entirety. As you are aware, since
receiving your comment letter the Company has amended the Registration Statement; Amendment No. 1
to the Registration Statement filed by the Company today includes the Company’s response to the
comment contained in your letter.

    We note that you are registering 447,067 shares of common stock issuable upon the
achievement of “certain future business performance criteria.” Because these shares have
not been issued, and their issuance is apparently contingent in nature, it appears premature
to register them at this time. Please revise to remove them from the registration
statement, or advise us why you believe it is appropriate to register these shares at this
time.

    RESPONSE:

    The Company has removed the 447,067 shares of common stock issuable upon the achievement of
“certain future business performance criteria” from the
Registration Statement. Also, please note that the Company has
removed an additional 7,300 shares from the Registration Statement to
correct a miscalculation.

     The Company acknowledges that (i) should the Commission or the staff, acting pursuant to
delegated authority, declare the Registration Statement effective, it does not foreclose the
Commission from taking any action with respect to the Registration Statement; (ii) the action of
the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and (iii) the Company may not assert staff comments as a

defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

     Once you have had time to review our response to your comment, we would appreciate the
opportunity to discuss any additional questions or concerns that you may have. Please feel free to
call our counsel, Derek D. Dundas of Latham & Watkins LLP at (714) 540-1235, to discuss our
response. Written correspondence may be directed to David Katzoff at Interchange Corporation, One
Technology Drive, Building G, Irvine, California 92618, fax no. (949) 784-0880, with a copy of any
such written correspondence sent to Mr. Dundas at Latham & Watkins LLP, 650 Town Center Drive
20th Floor, Costa Mesa, California 92626, fax no. (714) 755-8290.

    Very truly yours,

Interchange Corporation

    By:
    /s/ Heath B. Clarke

    Name:
    Heath B. Clarke

    Title:
    Chief Executive Officer

    cc:

    Derek D. Dundas, Esq.