Securities Act of 1934
Rule 13e-4(f)(8)(i)

October 4, 2006

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

Scott E. McConnell, Esq.
McConnell, Dunning & Barwick LLP
15 Enterprise, Suite 360
Aliso Viejo, CA 92656-2655

Dear Mr. McConnell:

We are responding to your letter dated October 4, 2006 to Brian V. Breheny and Celeste M. Murphy as supplemented by telephone conversations with the staff of the Division of Corporation Finance with regard to your request for exemptive relief. Our response is attached to the enclosed photocopy of your letter to avoid having to recite or summarize the facts presented in your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.

On the basis of your representations and the facts presented, the United States Securities and Exchange Commission (Commission) hereby grants an exemption from Rule 13e-4(f)(8)(i) under the Exchange Act to permit SPARTA to make the Share Exchange Transaction available only to SPARTA security holders who are employees of Spiral.

The foregoing exemption is based solely on your representations and the facts presented in your letter dated October 4, 2006, as supplemented by telephone conversations with the staff of the Commission. The relief granted is strictly limited to the application of the rule listed above to the Share Exchange Transaction. You should discontinue the Share Exchange Transaction pending further consultation with the staff of the Commission if any of the facts or representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a), 10(b) and 14(e) of the Exchange Act and Rule 10b-5 thereunder. The participants in the Share Exchange Transaction must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation Finance expresses no view with respect to any other questions that may be raised by the Share Exchange Transaction, including, but not limited to the adequacy of disclosure concerning and the applicability of any other federal or state laws to, the Share Exchange Transaction.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/sparta100406.htm