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, Brookville Capital Partners ("Brookville") of 384 RXR Plaza, Uniondale, New York has been registered as a broker-dealer under the Act since October 24, 2003;

WHEREAS, the Commissioner, through the Securities and Business Investments Division (the "Division") of the Department of Banking has conducted an examination of Brookville's records pursuant to Section 36b-14(d) of the Act and Section 36b-31-14f of the Regulations, and a related investigation under Section 36b-26 of the Act to determine whether Brookville had violated, was violating or was about to violate any provision of the Act or any regulation or order under the Act;

WHEREAS, the Commissioner, as a result of such examination and investigation, alleges that Brookville failed to accurately keep and maintain the required books and records in contravention of Section 36b-31-14 of the Regulations and Section 36b-14 of the Act by: 1) failing to maintain compensation agreements for two of its representatives, and 2) failing to maintain an updated and accurate compensation agreement for another representative.

WHEREAS, the foregoing allegations, if proven, would support the initiation of 1) administrative proceedings under Sections 36b-15(a)(2)(B) of the Act to revoke or suspend Brookville's broker-dealer registration under the Act or to restrict or condition Brookville's securities activities in this state; and/or 2) administrative proceedings seeking the entry of an order to cease and desist and/or a fine of up to $100,000 per violation under Section 36b-27 of the Act;

WHEREAS, Brookville acknowledges, through its execution of this Stipulation and Agreement, that it has an obligation under Section 36b-14(d) of the Act to keep its records open to examination by the Commissioner and a duty under Section 36b-31-14f of the Regulations to furnish access to all areas of its securities operations conducted on or off its premises and to otherwise facilitate any examination of its operations conducted by the Commissioner;

WHEREAS, Chapter 54 of the Connecticut General Statutes permits the resolution of a contested case by stipulation or agreed settlement;

WHEREAS, Brookville desires to settle the matters described herein and voluntarily enters into this Stipulation and Agreement, acknowledging that this Stipulation and Agreement is in lieu of any court action or administrative proceeding adjudicating any issue of fact or law on the matters described herein;

WHEREAS, Brook ville [sic], 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:

(1)	No later than the date this Stipulation and Agreement is executed by the Commissioner, Brookville shall remit to the department by check made payable to "Treasurer, State of Connecticut" the sum of five thousand dollars ($5,000) which shall constitute an administrative fine;
(2)	Execution of this Stipulation and Agreement by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against Brookville based upon a violation of this Stipulation and Agreement or the basis for its entry if the Commissioner determines that compliance is not being observed with the terms hereof or if any representation made by Brookville and reflected herein is subsequently determined to be untrue; and
(3)	This Stipulation and Agreement shall become binding when executed by all parties hereto.

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

Dated at Hartford, Connecticut		_______/s/_________
this 9th day of August 2012.	Howard F. Pitkin
Banking Commissioner

I, Anthony F, Lodati, state on behalf of Brookville Capital Partners 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 Brookville Capital Partners and that Brookville Capital Partners agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein.

Brookville Capital Partners


By		______/s/______________
	Anthony F. Lodati
	Chief Executive Officer

On this 6th day of August 2012, personally appeared Anthony F. Lodati, 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 Brookville Capital Partners, and acknowledged the same to be his free act and deed, before me.

_____/s/_________________________
Notary Public
My Commission Expires: Aug. 18, 2012

Administrative Orders and Settlements

State of Connecticut Department of Banking