E4-738. Meridian Venture Partners II, L.P.; Notice Seeking Exemption Under Section 312 of the Small Business Investment Acts, 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 (2003)). Meridian Venture Partners II, L.P. proposes to provide equity/debt security financing to Rufus, Inc. (f/k/a Woof & Company, f/k/a D.C. Retail, Inc.), 55 Carter Drive, Edison, NJ 08817. The financing is contemplated for working capital and expansion of the business.

The financing is brought within the purview of Sec. 107.730(a)(1) of the Regulations because Meridian Venture Partners and MVP Distribution Partners, Associates of Meridian Venture Partners II, L.P., currently owns greater than 10 percent of Rufus, Inc. and therefore Rufus, Inc., is considered an Associate of Meridian Venture Partners II, L.P. as defined in Sec. 107.50 of the regulations.

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.

Jeffrey D. Pierson,

Associate Administrator for Investment.