Securities Exchange Act of 1934
Rule 12h-3(c)

August 27, 2009

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division will not object if the Subsidiary Guarantors stop filing periodic and current reports under the Securities Exchange Act of 1934, including their annual reports on Form 10-K for the year ended July 31, 2009. We assume that, consistent with the representations made in your letter, the Subsidiary Guarantors will file a certification on Form 15 making appropriate claims under Exchange Act Rule 12h-3 on or before the due date of their Forms 10-K for the year ended July 31, 2009.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2009/
comtech082709-12h3.htm