03-20837. 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 107.7301(2001)). Meridian Venture Partners II, L.P. proposes to provide equity financing to Woof & Co., 55 Carter Drive, Edison, NJ 08817 (“Woof”). The financing is contemplated for the build out of additional retail stores.

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 own greater than 10 percent of Woof and therefore Woof 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.