1. What is the Brican America/Professional Solutions Financial Services Litigation?

2. What is the Brican "Exhibeo" marketing system?

3. Why did Brican America customers have to lease the Brican equipment?

4. Where is that cash?

5. Are the Holders of the Equipment Rental Agreements specifically here - Professional Solutions entitled to continue to receive monthly rentals for the Brican equipment?

6. Am I entitled to any remedy, such as voiding of the Equipment Rental Agreements, abatement of rental payments, or the like?

7. Can I obtain damages?

8. So, if given the opportunity, why settle?

9. What if I do not pay the monthly rentals for the Brican equipment and I am sued while the Brican America/Professional Solutions Financial Services is pending?

10. How can I rely on your good faith to represent me in this matter? After all, I already got stung once?

11. Why should I join the suit? Won’t I benefit if I just sit on the sidelines?

12. Are you taking this matter on only to obtain quick settlements or do you really intend to litigate in order to obtain injunctive or monetary relief?

13. I do business in North Carolina (or California or some other state). Will it matter to me that you brought suit in Florida? Does the state where my leasing company does business come into play?

15. What does any Brican America/Professional Solutions Financial Services Equipment Rental Agreement and Marketing Agreement consist of?

16. Even though suit has been brought by you, will I be liable for costs, attorneys’ fees and damages?

17. What if I lose the case?

18. What is your fee?

Brican America, Inc./Brican America, LLC ("Brican"), is now likely insolvent as it has ceased paying its obligations under marketing agreements it executed with medical professionals and small businesses throughout the United States for its "Exhibeo" marketing system. In order to obtain this advertising equipment, the customer was required to enter into a long term (usually 60 month) Equipment Rental Agreement for the equipment. Brican, as the "rentor" placed a standard form of Professional Solutions Financial Services ("PSFS") Equipment Rental Agreement, on its letterhead and worked hand in hand with PSFS to obtain executed Equipment Rental Agreements to finance the lease acquisition of the equipment. We are aware that a small minority of Brican customers may have signed equipment rental or lease forms with a few other leasing companies or even directly with Brican. We will have to review the terms of such Agreements and, if assigned, the circumstances under which they were signed to determine if we can bring suit on behalf of this minority group of customers.) It can be anticipated that Brican will either file for bankruptcy or be forced into an involuntary bankruptcy proceeding. Regardless, PSFS and other Holders have indicated that they still expect to be paid under their leases for the Brican equipment.

The Brican "Exhibeo marketing system is a computer hardware/software marketing system consisting of a 17" LCD; a digital camera; a computer "optolibrary and Brican software" and a 42" Plasma T.V. and remote mouse ("the Brican equipment")designed to display advertizing and educational messages to patients in the offices of medical professionals including optometrists, chiropractors and dentists. It is estimated that the equipment had a wholesale cost of under $6,000.00, yet these marketing systems were being sold for $29,000.

Leasing the marketing systems allowed Brican to make the sales pitch to its customers that the equipment was virtually free of charge because the marketing payments that they would be making would more or less cover the lease payments. Also, a lease would enable Brican to convert a stream of future monthly payments (if it held the lease) into immediate cash, by having the Rental Agreement actually made by PSFS and packaging the transaction to the customer as appearing to be one integrated deal.

Obviously, Brican had to pay for the marketing equipment, so it had to apply at least some of $29,000 system "cost" to the actual cost of the equipment, as well as sales commissions, costs of operations, and the like. But, it is anticipated that it has or will likely siphon off much of the cash as the scheme progressed and all of the cash just before it either files or will be forced into bankruptcy. As the marketing fees it was contracting to pay attributable to each system it sold increased, it likely had to rely on an ever growing base of new customers to keep its pyramid scheme afloat. The term pyramid scheme can be used because if the system was sold to a customer for $29,000 and Brican contracted to pay $29,000 in marketing fees, there was no profit in the transaction for Brican, particularly if Brican was truly going to make all of the marketing payments that it contracted to pay. In sum, the Brican "Exhibeo marketing system lease may have been nothing more than the means by which Brican was able to conduct what appears to have been a pyramid scheme designed to produce "cash up front" and, like all pyramid schemes, it collapsed under its own weight when it could not attract a sufficient and ever growing number of new customers to generate sufficient cash to pay the ever increasing marketing payment charges as well as the funds that were being siphoned off.

The PSFS lessors’ duty to make the rental payments is unconditional despite equipment failure, damage, loss or any other problem. This type of clause is often referred to as a "hell or high water" clause and seemingly would insulate PSFS and the Holders from any actions or inactions by Brican unless they knowingly participated in such activity or had reason to know that something was not right with these rental agreements. We will attempt to prove that PSFS knew about the marketing agreements and that by deliberately taking a loss on each Rental Agreement transaction in order to generate immediate cash, never intended to fully provide the promised and contracted-for marketing payments and, thus, was engaged in fraud. Because that fraud would bar Brican from enforcing the Rental Agreements, so also would it bar PSFS or the Holders. In essence, fraud permeates the Rental Agreement, even in the hands of the Holders.

These are hard questions. PSFS and the Holders will claim that they are just as innocent as the renters of the Brican equipment. We will try to show that this is not true. In order to prevail, we may have to prove that PSFS and the Holders knew, or from the various transactions they entered, should have known about the marketing agreements and that none of the renters had a vested financial stake in the acquisition of this equipment. We suspect that that is the reason why PSFS sued Brican and why the case was ultimately dismissed. Our preliminary research reveals that the Brican equipment was greatly overpriced.

To illustrate why we believe PSFS and the Holders may not be innocent parties, when a car leasing company buys a lease it also acquires title to the vehicle being leased and, at any time, knows what it paid for the vehicle when it bought the vehicle and has a very good idea of the liquidation value of the vehicle in the event of the lessee’s default. Its investment is tied not only to the stream of rental payments but also to the liquidation value of the leased vehicle. On the other hand, PSFS and the Holders of Equipment Rental Agreements appear to have been buying nothing more than a stream of rental payments without any regard whatsoever to the initial cost or liquidation value of the leased Brican equipment. In that regard, we will attempt to prove that the core of the transaction being financed was not the renting of the Brican equipment but to provide immediate cash to Brican for other ventures such as Lasik Centers and that Brican never had the intention of providing such services for longer than the time it took for its pyramid scheme to grow to the point of collapse. Moreover, we may be able to prove that the Rental Agreements were fraudulently obtained by Brican, as it never had the intention of fully performing its promised Marketing Agreements – either in making the payments or securing cancellation or buy-out of the Rental Agreement. As a result, we may be able to prove that that Rental Agreement is void, and that it is no more enforceable in the hands of PSFS or a Holder than in the hands of Brican.

The Complaint we will be filing will seek damages under the Florida Unfair and Deceptive Trade Practices Act (the "FUDTPA") which permits consumers, including businesses, to sue for damages for unfair, fraudulent and/or deceptive acts and practices. Any damages that the court or jury determines have been suffered are compensable and the victims of the practice may also be entitled to civil penalties and are also entitled to recover their attorney’s fees. Any damages awarded by the court would be paid to our clients who are then party to the suit. This means that, if you settle the claim with PSFS or your Holder, you will no longer be part of the suit and will not have any further interest in damages or awards.

Because litigation is not predictable and, ultimately, given receipt of a settlement offer that you could live with, may not ultimately be in your best interests, we are required to advise you of any settlement offer we receive, which you can then approve or reject. We may advise you whether we believe the offer is fair or if we think you can do better. We have to assume that not all Holders will be willing to settle on any terms we think are reasonable and not all customers who become our clients would be willing to settle on terms we advise are reasonable. Thus, we anticipate litigating this matter to judgment on behalf of some Brican customers against PSFS and some Holders. Whether we win or lose there will be appeals, and appeals of appeals. The prepaid retainer fees we have charged upon execution of the fee agreement are intended to cover our initial costs and fees. If the money in the fee/cost pool runs out, we will proceed in litigating this matter and generate monthly billing on a pro-rata basis. If all of our clients settle with PSFS or a respective Holder, we will earn all of the prefunded retainer fees paid to us and we will not make any refunds.

Unless and until we advise you to stop making payments on your Rental Agreements, you should continue to make your monthly rental payments. Otherwise, you can still be sued by PSFS or the Holder and you may have to retain separate counsel (depending where such suit is filed) to assure that a default judgment is not entered against you. Please note that PSFS or your Holder may assert your default as a counterclaim to our suit or may bring suit in the state where the Holder does business, unless enjoined from doing so by a state or federal enforcement authority. We ask that no attempt be made, at least for the present, to consolidate any individual collection action brought against you by your Holder with the broader litigation we are planning to institute, as the individual issues could overwhelm our request for broader class relief.

Ouch! But a reasonable concern. We were brought into this matter at the suggestion of Dr. Steven Wigdor, a long time client of the firm familiar with our reputation and capabilities and a person with intimate knowledge of the Brican facts, players, history and current developments as well as someone who is both well known and well respected in his field of optometry. In fact, ultimately, whether you should place any reliance on a law firm depends on the reputation of the firm.

You possibly could if a class action were certified in this matter. However, often class actions are either denied certification, decertified or settled prior to certification. Contracting directly with us for our representation insures that you will receive individual representation, notwithstanding any pending class action, A class action can be cumbersome and, once a class is certified, any settlement negotiations are conducted between class counsel and the defendants (you are not a party to any such negotiations) and become subject to the court’s approval. If you do not like the terms of the settlement, you can "opt out" and bring suit on your own behalf.

We would love to obtain quick settlements that are attractive to all of our clients so that we earn the prefunded fees without incurring anywhere near our anticipated costs. And, so would you! This is because you could soon forget this Brican nightmare. But, we reasonably anticipate that we will not be able to obtain quick settlements. In our experience you cannot obtain a good settlement unless the other side perceives that not only are you ready, willing and able to go to court, but that you are very eager to get there. For this reason, we approach each matter on behalf of our clients with the intention and expectation that it will be litigated. But, we are aware that it is not always in the best interests of our clients to litigate the claims. This is because litigation takes time, costs a lot of money, requires our clients to focus on the lawsuit and not on their businesses, and can lose. Because you will be paying our fee in advance, you will have less of an economic incentive to settle once you pay our fee. Thus, as you have less to risk by litigating than would normally be the case, we perceive a very strong likelihood that we will be litigating in this matter, on behalf of some (if not all) of our clients, no matter how good the settlement offers we might receive. But, even then, no matter how strong the desire to "put it to the other party", litigation never presents a certain conclusion. Parties settle, even in "air tight" cases, because there is always the off chance that they could lose. A settlement fixes the loss at a fixed and sustainable amount. Moreover, rescission or voiding of the Equipment Rental Agreement is less likely based upon the extent to which you have received marketing payments from Brican for which you contracted. In that case, equity may call for some sort of mitigation of damages on your part. In the final analysis, we are required by law to communicate every firm settlement offer we receive. If we believe the offer is attractive, we may tell you so, and why. If we believe any defendant can do better, we may likewise tell you so, and why. But, it will be up to you to decide to settle or not. If you do not agree to settle on any terms, we will be required to litigate.

The standard form of PSFS Equipment Rental Agreement provides, in relevant part, "This Lease and each Schedule shall be governed by, the internal laws of the State in which Lessor’s [i.e., PSFS] or Lessor’s assignee’s principal offices are located [Iowa]. IF THIS IS ASSIGNED, YOU AGREE THAT ANY DISPUTE ARISING UNDER OR RELATED TO THIS LEASE WILL BE ADJUDICATED IN THE FEDERAL OR STATE COURT WHERE THE ASSIGNEE’S CORPORATE HEADQUARTERS IS LOCATED AND WILL BE GOVERNED BY THE LAW OF THAT STATE. YOU HEREBY CONSENT TO PERSONAL JURISDICTION AND VENUE IN THAT COURT AND WAIVE ANY RIGHT TO TRANSFER VENUE. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY." Because there is no venue specified in this agreement unless and until it is assigned, we will be filing suit in Florida and although the Agreement says that Iowa law would apply we will seek to have the above clause declared void in the courts of Florida or to otherwise apply Florida statutory and common law where applicable. We cannot represent that we will be successful. Florida is a consumer friendly state and has consumer protection laws that cover businesses. Those laws have real teeth in them.

No. We will endeavor to have PSFS or the Holders of your Equipment Rental Agreement barred from collecting and/or enforcing those agreements against the renters and any guarantors of payment, and will do so without charging an additional fee to the guarantor.

We anticipate that PSFS and the Holders will answer our complaint and, to the extent any of our clients is delinquent in payment, file counterclaims under that client’s Equipment Rental Agreement demanding immediate payment in full of all future rentals, plus attorneys’ fees, repossession costs, overhead, and the like, all as provided in the section of the PSFS Equipment Rental Agreement labeled "Default". But, such claims can be raised only if you are in default. To avoid exposure to such claims, we again recommend that you keep your rental obligations current until such time as we advise that you may prudently cease making payments.

This can happen. After all, the Equipment Rental Agreement strips you of many of the defenses that would normally be available to a lessee of equipment and separates your obligations to pay the rental payments from the continued operability of the Brican equipment or the continued provision by Brican of marketing payments. And, we can’t guaranty that we won’t lose. We can represent to you that we will diligently pursue this matter on your behalf to the best of our ability.

Our retainer fee is two (2) times the monthly payment for each and every Brican marketing system you have rented, but not less than $1,000.00*. Additional fees and costs, if any, shall be billed on a pro-rata monthly basis after the retainer is fully exhausted and accounted for. Remember as well that your attorney’s fees will be part of the relief we are seeking on your behalf and you may well be able to recover these funds at the conclusion of the litigation. We caution that the ultimate relief we may obtain will be provided to the clients named in the suit and on whose behalf we bring the lawsuit. There will come a time when we will be unable to add additional parties as plaintiffs to the suit. You are encouraged to come on board promptly.

*if needed, this may be made in 2 payments, 30 days apart.

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