05-3443. Meridian Venture Partners II, L.P., License No. 03/73-0220; Notice Seeking Exemption Under Section 312 of the Small Business Investment Act, Conflicts of Interest

Notice is hereby given that Meridian Venture Partners II, L.P., 201 King of Prussia Road, Suite 240, Radnor, PA 19087, a Federal Licensee under the Small Business Investment Act of 1958, as amended (“the Act”), in connection with the financing of a small concern, has sought an exemption under Section 312 of the Act and Section 107.730, Financings which Constitute Conflicts of Interest of the Small Business Administration (“SBA”) Rules and Regulations (13 CFR 107.730). Meridian Venture Partners II, L.P. proposes to provide equity/debt security financing to Rufus, Inc.. The financing is contemplated for operating expenses and for general corporate purposes.

The financing is brought within the purview of § 107.730(a)(1) of the Regulations because Meridian Venture Partners and MVP Distributions Partners, both Associates of Meridian Venture Partners II, L.P., own more than ten percent of Rufus, Inc.

Notice is hereby given that any interested person may submit written comments on the transaction to the Associate Administrator for Investment, U.S. Small Business Administration, 409 Third Street, SW., Washington, DC 20416.

Dated: February 15, 2005.

Jaime Guzman-Fournier,

Acting Associate Administrator for Investment.