05-15423. Rustic Canyon Ventures SBIC, L.P., License No. 09/79-0450; Notice Seeking Exemption Under Section 312 of the Small Business Investment Act, Conflicts of Interest

Notice is hereby given that Rustic Canyon Ventures SBIC, L.P., 2425 Olympic Blvd., Suite 6050W, Santa Monica, CA 90404, 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). Rustic Canyon Ventures SBIC, L.P. proposes to provide equity/debt security financing to Intrepid Learning Solutions, Inc., 411 First Avenue South, Suite #300, Seattle WA 98104. 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 Staenberg Private Capital, LLC and Staenberg Venture Partners II, L.P., both Associates of Rustic Canyon Ventures SBIC, L.P., own more than ten percent of Intrepid Learning Solutions, Inc. Therefore, Intrepid Learning Solutions, Inc., is considered an Associate of Rustic Canyon Ventures SBIC, L.P., as defined at 13 CFR 107.50 of the SBIC 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.

Dated: June 28, 2005.

Jaime Guzman-Fournier,

Associate Administrator for Investment.