WHEREAS, the Banking Commissioner (the “Commissioner”) is responsible for administering Chapter 672a of the Connecticut General Statutes, the Connecticut Uniform Securities Act (the “Act”) and Sections 36b-31-2 et seq. of the Regulations of Connecticut State Agencies (the “Regulations”) promulgated under the Act;

WHEREAS, Paydici, Inc. of 117 NW Fifth Avenue, Portland, Oregon 97209 is an issuer of securities, specifically Convertible Promissory Notes (the “Notes”);

WHEREAS, effective July 1, 1997 and following passage of the National Securities Markets Improvement Act of 1996 (“NSMIA”), P.A. 97-220 amended Section 36b-21 of the Act to add a new subsection (e), requiring that persons offering or selling a security that is a covered security under Section 18(b)(4)(D) of the Securities Act of 1933 [i.e. Rule 506 transactions] “file a notice with the commissioner within fifteen days after the first sale of such a security in this state” and pay an associated fee of $150;

WHEREAS, on October 12, 2010, the Securities and Business Investments Division of the Department of Banking (the “Division”) received from legal counsel to Paydici, Inc. correspondence stating that it had come to the law firm’s attention that Paydici, Inc. had sold Notes to a Connecticut resident in June 2009.  The law firm’s correspondence was accompanied by a Form D notice covering the 2009 sale of the Notes to the Connecticut resident pursuant to Rule 506 of federal Regulation D;

WHEREAS, the curative Form D filing received by the Division on October 12, 2010 also included the fee required by Section 36b-21(e) of the Act;

WHEREAS, the Commissioner acknowledges that Paydici, Inc. cooperated with the Division in providing requested information and documents;

WHEREAS, Section 4-177(c) of Chapter 54 of the Connecticut General Statutes permits the resolution of a contested case by stipulation or agreed settlement;

WHEREAS, Paydici, Inc. desires to settle the matters described herein and voluntarily enters into this Stipulation and Agreement;

WHEREAS, the Commissioner and Paydici, Inc. acknowledge that this Stipulation and Agreement is in lieu of any court action or administrative proceeding against Paydici, Inc. its officers, directors, employees, agents or representatives adjudicating any issue of fact or law on the specific matters described herein;

WHEREAS, Paydici, Inc., through its execution of this Stipulation and Agreement, voluntarily waives any rights it may have to seek judicial review or otherwise challenge or contest the terms and conditions of this Stipulation and Agreement;

NOW THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS:

IN WITNESS WHEREOF, the undersigned have executed this Stipulation and Agreement on the dates indicated.

I, Eli Alford-Jones, state on behalf of Paydici, Inc., that I have read the foregoing Stipulation and Agreement; that I know and fully understand its contents; that I am authorized to execute this Stipulation and Agreement on behalf of Paydici, Inc. and that Paydici, Inc. agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein.

On this 15th day of February 2011, personally appeared Eli Alford-Jones, signer of the foregoing Stipulation and Agreement, who, being duly sworn, did acknowledge to me that he was authorized to execute the same on behalf of Paydici, Inc., a corporation, and acknowledged the same to be his free act and deed, before me.

_____/s/_____________________________
Notary Public
My Commission Expires:  December 27, 2012

Administrative Orders and Settlements