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CORRESP
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corresp

INTERCHANGE CORPORATION

One Technology Drive,
Building G

Irvine, California 92618

Telephone: (949) 784-0800

December 8, 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:

     Pursuant to Rule 461 of Regulation C under the Securities Act of 1933, as amended, Interchange
Corporation (the “Registrant”) hereby requests that the effective date of the above-referenced
Registration Statement be accelerated to, and that such Registration Statement be declared
effective on, Thursday, December 8, 2005 at 5:00 p.m., Washington, D.C. time, or as soon thereafter
as practicable.

     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.

    Very truly yours,

Interchange Corporation

    By:
    /s/ Heath B. Clarke

    Name:
    Heath B. Clarke

    Title:
    Chief Executive Officer

cc: Derek D. Dundas, Esq.