Company Name: Medical Monitors, Inc.
Public Availability Date: Dec. 21, 1981

INQUIRY LETTER

SANDLER AND ROSEN

SUITE 510, GATEWAY WEST CENTURY CITY, 1801 AVENUE OF THE STARS

LOS ANGELES, CALIFORNIA 90067

November 02, 1981

41b-1.1(0)

Office of Chief Counsel

Division of Corporation Finance

Securities and Exchange Commission

500 North Capitol Street

Washington, D. C. 20549

Re: Medical Monitors, Inc. No-Action Letters

Sections 2(3) and 4(1) of Securities Act of 1933 and Rule 144

Gentlemen:

By series of letters dated December 3, 1980, December 23, 1980, January 6, 1981, and January 23, 1981, we, as counsel to Century Properties (the "Company"), requested and obtained a "no-action" letter dated January 29, 1981 with respect to a proposed distribution of 6,089,204 shares of the common stock of Medical Monitors, Inc., a Delaware corporation ("Medical Monitors") to the then shareholders of the Company. The purpose of this letter is to request a supplemental "no-action" letter from the staff with respect to resales of the shares of Medical Monitors by former shareholders of the Company. Copies of our letters of December 23, 1980, January 6, 1981, and January 23, 1981, as well as a copy of the no-action response dated January 29, 1981, are enclosed. The facts as to the distribution are set forth in the enclosed letters and the question has arisen as to whether the former shareholders of the Company who have received shares of Medical Monitors must hold the same for a period of two years from the date of distribution in order to publicly resell the same.

As stated in the request for no-action, the shares of Medical Monitors were originally acquired in 1975 by a general partnership known as Ambitex Company (the "Partnership") consisting of a wholly-owned subsidiary of the Company, Cendev Corp. ("Cendev"), and Ambitex Corporation ("Ambitex"), a non-affiliated corporation. The Partnership has not engaged in any operations since 1976 and as of December 31, 1980, its only assets consisted of a note receivable from Medical Monitors dated March 19, 1975, in the amount of $175,000.00, and 9,976,757 shares of Medical Monitors common stock. Its liabilities consisted of a note payable to the Company, dated September 28, 1977, in the amount of $61,000.00, and capital contributions in the form of advances from the Companys wholly-owned subsidiary corporation, Cendev, in the amount of $334,000.00. In accordance with the Articles of Partnership of the Partnership, a copy of which is enclosed, the capital accounts bore interest at the rate of six percent (6%) per year (Paragraph 2.03) and Cendev was entitled to receive its capital account with interest prior to any withdrawal by the other partner (Paragraph 3.02). As of October 1, 1980, Cendevs capital account was (including interest) was $490,694.00 and Ambitexs capital account was $0. Thus, under Paragraphs 4.02 and 3.02 of the Articles of Partnership, Cendev was from 1976 through the date the Medical Monitors common stock was publicly sold (April, 1980) entitled to all or substantially all of the assets of the Partnership upon its liquidation. Thereafter, and until the distribution, the number of shares of Medical Monitors to which Cendev was entitled was subject to interpretation of the Articles of Partnership and the valuation ascribed to the Medical Monitors stock for purposes thereof. In any event, Cendev was clearly entitled to receive 6,089,204 shares of Medical Monitors and, in all probability a greater number. In order, however, to expedite the liquidation of the Partnership and distribution of its assets because of the impending acquisition of the Company, the Company and Cendev gave up any rights to the Medical Monitors note held by the Partnership and to 3,887,553 shares of Medical Monitors common stock. The Partnership was dissolved pursuant to an Agreement of Dissolution and Liquidation and Cendev received 6,089,204 shares of Medical Monitors. Promptly thereafter, Cendev was merged into the Company, its parent corporation, and the 6,089,204 shares of Medical Monitors were distributed by the Company pro rata to the then shareholders of the Company.

All the shares of Medical Monitors had been held by the Partnership for a period of five years prior to the distribution thereof to Cendev. At the time of the Partnerships distribution, Cendev, the Companys subsidiary, had been the beneficial owner since 1975 of at least the 6,089,204 shares which it received in the distribution and probably more. Since Cendev was entitled to receive its capital in case of the Partnerships liquidation before any distributions to the other partner which had no capital in the Partnership, and the Partnership was not actively engaged in any business, Cendev bore the economic risk of loss with respect to the shares of Medical Monitors owned by the Partnership. The transmittal of the shares of Medical Monitors by the Companys subsidiary, Cendev, to the Company and the distribution thereof to the Companys shareholders did not involve a sale and Cendevs holding period should be deemed tacked to that of the Company and its shareholders.

Based on the foregoing facts and the fact that none of the Companys former shareholders who received shares of Medical Monitors are affiliates of Medical Monitors, we are of the view that all the former shareholders of the Company who received shares of Medical Monitors may sell the same without any restrictions imposed. For your information, we have been informed that Medical Monitors is current in all of its filings under the Securities Exchange Act of 1934.

We would greatly appreciate it if you would advise the undersigned that the Division of Corporation Finance will not recommend any action to the Commission if the former shareholders of the Company publicly sell shares of Medical Monitors received by them from the Company without regard to the period of time since such shares were distributed from the Partnership to Cendev, from Cendev to the Company or the Company to its former shareholders.

In accordance with Release No. 33-6269, seven additional copies of this letter are enclosed. If you have any questions, please contact the undersigned by collect telephone at (213) 277-4411.

Very truly yours,

Raymond C. Sandler

for SANDLER and ROSEN

RCS:IGB/ca

Enclosures

STAFF REPLY LETTER

November 19, 1981

RESPONSE OF THE OFFICE OF CHIEF COUNSEL

DIVISION OF CORPORATION FINANCE

Re: Medical Monitors, Inc.

Incoming letter dated November 2, 1981

On the basis of the facts presented, and especially noting that: (1) the pro rata distribution of the Medical Monitors shares was described in a proxy statement containing the disclosures required under Regulation 14A under the Monitors is a reporting company under the 1934 Act, and (3) prior to the subject distribution, the Medical Monitors shares had been beneficially owned by the company and its wholly owned subsidiary since 1975, this Division will not recommend any enforcement action to the Commission if the Medical Monitors shares distributed to the Companys former shareholders are sold by non-affiliates of Medical Monitors without registration under the 1933 Act or compliance with Rule 144 thereunder. Affiliates of Medical Monitors, however, would be subject to Rule 144 (except for the holding period requirement), absent registration or another appropriate exemption.

Because this position is based upon the representations made to this Division in your letter, it should be noted that any different facts or conditions might require a different conclusion. Further, this response only expresses the Divisions position on enforcement action and does not purport to express any legal conclusion on the questions presented.

Sincerely,

Michael R. Kargula

Attorney Adviser