KBL Healthcare Acquisition Corp. II

(OTC BB: KBLH / KBLHU / KBLHW)

to acquire

Summer Infant, Inc.

Infant Health, Safety & Wellness

January 9, 2007

Exhibit 99.3

Road Show Presentation

The

attached

slide

show

was

filed

with

the

Securities

and

Exchange

Commission

(“SEC”)

as

part

of

the

amendment

to

Form

8-K

filed

by

KBL

Healthcare

Acquisition

Corp.

II

(“KBL”)

with

the

SEC

on

January

9,

2007

(“8-K

Amendment

No.

5”).

KBL

is

holding

presentations

for

certain

of

its

stockholders,

as

well

as

other

persons

who

might

be

interested

in

purchasing

KBL’s

securities,

regarding

its

acquisition

with

Summer

Infant,

Inc.

and

affiliated

companies,

as

described

in

the

September

5,

2006

8-K

filing

as

amended

by

8-K

Amendment

No.

1

filed

September

19,

2006,

8-K

Amendment

No.

2

filed

October

23,

2006,

8-K

Amendment

No.

3

filed

October

23,

2006,

8-K

Amendment

No.

4

filed

November

16,

2006

and

8-K

Amendment

No.

5.

The

attached

slide

show,

as

well

as

the

September

5,

2006

filing

as

amended

by

the

8-K

Amendments

are

being

distributed

to

attendees

of

these

presentations. 

Earlybird

Capital,

Inc.

("EBC"),

the

managing

underwriter

of

KBL's

initial

public

offering

("IPO")

consummated

in

April

2005,

is

assisting

KBL

in

these

efforts

without

charge,

other

than

the

reimbursement

of

its

out-of-pocket

expenses,

although

EBC

will

be

paid

a

cash

fee

at

the

closing

of

the

acquisition

equal

to

one

percent

(1%)

of

the

consideration

paid

in

the

acquisition.

KBL

and

its

directors

and

executive

officers

and

EBC

may

be

deemed

to

be

participants

in

the

solicitation

of

proxies

for

the

special

meeting

of

KBL

stockholders

to

be

held

to

approve

the

acquisition.

Stockholders

of

KBL

and

other

interested

persons

are

advised

to

read

KBL's

preliminary

Proxy

Statement

filed

with

the

SEC

on

October

23,

2006,

amended

preliminary

Proxy

Statement

filed

with

the

SEC

on

December

12,

2006

and,

when

available,

definitive

Proxy

Statement

in

connection

with

KBL's

solicitation

of

proxies

for

the

special

meeting

because

these

proxy

statements

will

contain

important

information.

Such

persons

can

also

read

KBL's

final

Prospectus,

dated

April

21,

2005,

for

a

description

of

the

security

holdings

of

KBL’s

officers

and

directors

and

of

EBC

and

their

respective

interests

in

the

successful

consummation

of

this

business

combination.

The

definitive

Proxy

Statement

will

be

mailed

to

stockholders

as

of

a

record

date

to

be

established

for

voting

on

the

acquisition.

Stockholders

will

also

be

able

to

obtain

a

copy

of

the

definitive

Proxy

Statement,

without

charge,

by

directing

a

request

to:

KBL

Healthcare

Acquisition

Corporation

II,

757

3rd

Ave,

New

York,

NY

10017.

The

preliminary

Proxy

Statement

and

definitive

Proxy

Statement,

once

available,

and

the

final

Prospectus

can

also

be

obtained,

without

charge,

at

the

SEC's

internet

site

(http://www.sec.gov).

2

Safe Harbor

This

presentation

may

contain

forward-looking

statements

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995

about

KBL,

Summer

and

their

combined

business

after

completion

of

the

proposed

acquisition.

Forward-looking

statements

are

statements

that

are

not

historical

facts.

Such

forward-looking

statements,

based

upon

the

current

beliefs

and

expectations

of

KBL’s

and

Summer’s

management,

are

subject

to

risks

and

uncertainties

which

could

cause

actual

results

to

differ

from

the

forward-looking

statements.

The

following

factors,

among

others,

could

cause

actual

results

to

differ

from

those

set

forth

in

the

forward-looking

statements:

business

conditions;

changing

interpretations

of

generally

accepted

accounting

principles;

outcomes

of

government

reviews;

inquiries

and

investigations

and

related

litigation;

continued

compliance

with

government

regulations;

legislation

or

regulatory

environments;

requirements

or

changes

adversely

affecting

the

businesses

in

which

Summer

is

engaged;

fluctuations

in

customer

demand;

management

of

rapid

growth;

intensity

of

competition

from

other

providers

of

infant

health,

safety

and

wellness

products;

general

economic

conditions;

geopolitical

events

and

regulatory

changes;

as

well

as

other

relevant

risks

detailed

in

KBL’s

filing

with

the

Securities

and

Exchange

Commission,

including

its

reports

on

Form

10-QSB.

The

information

set

forth

herein

should

be

read

in

light

of

such

risks.

As

well,

some

of

Summer’s

financial

information

was

prepared

by

Summer

as

a

private

company,

in

accordance

with

U.S.

generally

accepted

accounting

principles,

and

may

not

conform

to

SEC

Regulation

S-X.

Accordingly,

such

historical

information

may

be

adjusted

and

presented

differently

in

KBL’s

proxy

statement

to

solicit

stockholder

approval

of

the

acquisition.

Neither

KBL

nor

Summer

assumes

any

obligation

to

update

the

information

contained

in

this

presentation.

3

Summer Infant is a leading designer of

innovative, branded infant health, safety and

wellness products that is well-positioned to

deliver continued strong organic growth and

to implement a focused acquisition strategy

4

Summer Investment Highlights

•

Large, growing industry with favorable dynamics

•

Proven management team with excellent track record

•

Emerging brand, strong relationships with major retailers

•

Rapid sales and EBITDA growth –

historical and projected

$0

$25,000

$50,000

$75,000

2004

Actual

2005

Actual

2006

Guidance

2007

Guidance

$0

$2,000

$4,000

$6,000

$8,000

2004

Actual

2005

Actual

2006

Guidance

2007

Guidance

Net Sales (000)

EBITDA (000)

50-53% CAGR

101-105% CAGR

High

Low

High

Low

5

The Transaction

•

KBLH/Summer Infant business combination pending

–

Acquisition agreement signed September 2006

–

Expected closing late February or early March 2007

•

Purchase price = $53.6 million + contingent payments

–

$20.0 million in cash

–

$21.9 million in KBLH common shares, locked up to April 2008 (3,916,667

shares valued at $5.59 closing price on 1/5/07)

–

$11.7 million in assumed debt (balance at 9/30/06)

–

Future contingent payments:

•

50% of EBITDA in excess of $4.2mm, $10.0mm, $15.0mm for 2006, 2007, 2008

(payable in cash; payments capped at $5 million total)

•

2.5 million KBLH common shares if post-acquisition stock price closes above

$8.50 for 20 out of 30 days prior to April 2009

•

Attractive valuation for rapid-growth consumer products co.

–

Current year multiples: 0.7-0.8x sales, 6.7-7.1x EBITDA

–

Prior year multiples: 1.0x sales, 10.7x EBITDA

6

Post-Transaction

Cap Table

1

Does not include contingent payments

2

Does not include underwriter purchase option and assumes no KBL stockholder conversions in

the transaction

3

Warrants calculated using the treasury method and a $5.59 KBLH stock price (closing price on

January 5, 2007)

100.0

17,059

Fully-Diluted Shares

11.4

1,942

Warrants

2,3

88.6

100.0

15,117

Common Shares

53.9

60.9

9,200

KBL Investors

2

11.7

13.2

2,000

KBL Management

23.0

25.9

3,917

Summer Shareholders

1

% Diluted

% Common

Shares (000)

Holder

7

Summer Infant

“Delivering the best for you and your baby”

•

Competes in large, growing infant and juvenile products

industry

•

Designs and markets proprietary products under the Summer

brand

•

Unique positioning at the high-end of the mass market based

on product innovation and new product development

•

Excellent mass merchant customer relationships

•

Emerging brand known by retailers and gaining consumer

momentum

•

Experienced management team and scalable infrastructure;

can support much larger company

8

Company History

2001 & 2002

Founded in autumn

Purchased name and

bouncer product

molds

Initial Sales

to

Babies “R”

Us

New Products:

Thermometers,

grooming aids,

audio/video

monitors

Net Sales:

2002 -

$6M

2003

Added retailers

Baby Depot, Buy

Buy

Baby, One Step

Ahead

New Products:

Bed

Rails, gates, bath

products

Started Summer

Europe

Net Sales:

$18M

2004

Added retailers

Target, JCPenny,

Toys “R”

Us Canada,

The Right Start,

Meijer

New Products:

Booster seats, safely

aids, further

expansion within

existing categories

Net Sales:

$21M

2005

Added Retailers: 

K-Mart, U.S.

Military PXs,

Mothercare, Tesco

New Products:

Handheld video

monitor, new gates,

new bed rails, new

baby baths, new

potty seat

2006

Added Retailers:

Sears, Sears Canada,

Wal-Mart.com,

Amazon.com,

Argos

New Products:

Soft goods, further

expansion within

existing categories

9

$36M

(guidance)

Net Sales:

Net Sales:

$52-53M

The Juvenile Products Industry

•

Industry is estimated to be $12 billion worldwide

–

Durable goods (Summer’s business) represents $4 billion

–

Summer’s current categories represent $1 billion

•

Favorable demographics drive above-average growth

–

Baseline demand supported by annual births (4mm/yr in US)

–

Sales per child increasing due to:

•

Increase in disposable income associated with trend towards having

children later in life

•

Consumer focus on quality, safety, innovation and style; spending

priority for consumers –

reinforced by media and legislation

•

“Grandparent effect”, second homes, mobile lifestyles

–

Strong retailer commitment to expand shelf space

•

Category is popular, profitable and repeat purchase-driven

•

Wal-Mart, Target, Amazon.com

have announced new initiatives

•

Few pure-play investment opportunities available,

particularly with significant growth

10

Differentiated Products

•

Strategy driven by product innovation

–

Internal product development and engineering team creates majority of new

products (15-20 per year)

–

Supplemented via opportunistic external sourcing

•

Products deliver incremental value to consumers

–

Ability to command higher price points; leads to higher revenue & margin

potential for Summer and its retail customers

•

Continuous product innovation reduces competitive risk

–

Do not compete on price

–

Products are unique and highly-engineered

–

Several products also protected by patents & trade secrets

–

Retailers loyal to product innovators that drive sales

–

Have yet to experience significant erosion due to competition

•

Currently hold strong/dominant share in higher-end of monitor, gate and

bath categories in mass merchant channel

–

Plan to replicate strategy in other categories

11

Diverse Product Mix

(as a % of 3Q YTD ‘06 Net Sales)

Monitors

Gates

Bath

Bed Rails

Medical/Infant

Health

Seats, Bouncers

& Other

35%

17%

29%

8%

6%

5%

•

Mix will further diversify in the future with new products

•

Margins tend to be strongest in highest-volume products, regardless of

category

12

Sales and Marketing

•

Products sold through major retailers and infant

specialty stores in the US, UK & Canada

•

US industry sales concentrated through 7-10 retailers

•

Market directly to retail chain buyers

–

Management & sales force have long-standing relationships with

key buyers

–

Significant recurring revenue

–

Every major customer increased purchases in 2007 over 2006

•

Early commitments from retailers lead to strong sales

visibility

–

Buying decisions primarily made in the summer for next calendar

year purchases

–

Purchase commitments are for one year

•

Very little seasonality

13

Strong Customer Relationships

Europe

North America

14

Operational Infrastructure

Scalable, low cost business model

Suburban London

European operations

HQ -

North Smithfield, RI

Electronics and QC -

Shunde

China

R&D

Approximately 70-80 worldwide

Employees

Leased facilities in Rhode Island, California,

Suburban London

Warehousing

North Smithfield, RI (new HQ in Woonsocket, RI to

be completed in Q1’07)

Headquarters

80% in Southern China

20% in Massachusetts

Manufacturing

15

Management

31 years experience: GE Healthcare,

Organogenesis

VP Operations

Paul DiCicco

20 years experience: Safety 1

st

(CFO), Staples,

KPMG Peat Marwick

Chief Financial Officer

Joseph Driscoll

Dorel, Dolly and Gibson Greetings

VP of Sales

William Basset

10 years experience: The First Years

VP Quality &

Assurance

Anthony Paolo

17 years experience: Dorel/Safety 1

st

, Mattel,

Eden Toys, Russ Berrie

VP Marketing

Lois DiMartinis

20 years industry experience: Safety 1

st

VP Research &

Development

Brian Sundberg

20 years experience: Mothercare, Dorel Juvenile

Group Europe

VP European

Operations

Rachelle Harel

20 years experience: Little Kids, Safety 1

st

,

Hasbro

EVP Product

Development

Steve Gibree

Founder; 20 years experience: Safety 1

st

, CR

Bard, & Hasbro

CEO, President,

Principal Owner

Jason Macari

Background

Title

Management

16

Post-Closing Board of Directors

EVP Product Development, Summer Infant

Steve Gibree

Former President of New Business Development, Hasbro and former

President, Hasbro -

Playskool Baby division

Robert Stebenne

Former President, Safety 1

st

; former partner, DB Capital; former board

member: The First Years, Radica, Jenny Craig

Richard Wenz

Former Professor, Harvard Business School, Co-founder, Staples;

current board member: Office Depot, Royal Ahold

Myra Hart

Former SVP and General Merchandise Manager, Toys R

Us and Babies

R

Us; former President, Baby Trend

Martin Fogelman

CEO, Summer Infant

Jason Macari

CEO, KBL Healthcare Acquisition Corp. II

Marlene Krauss, Chairperson

Background

Name

17

Multiple Growth Drivers

•

Summer positioned to continue to grow much

faster than the overall market

–

Organic growth

•

Increased product penetration (more products at each store)

•

Increased store penetration (more stores within each chain)

•

New products (at existing and new customers)

•

New mass merchant customers (new retail chains)

•

New channels (food and drug chains, price clubs, home centers,

additional web-based retailers)

•

New geographies (international expansion)

•

Increased operating efficiencies

–

Opportunistic acquisitions that provide access to

innovative products, new product categories, new

retailers, new geographies and/or new brands

18

Acquisition Opportunities

•

Opportunity for Summer to be consolidator

–

Strong balance sheet

–

Relationships with mass merchants

–

Experienced product and management team

•

Large and fragmented market: ~

400 infant product companies

–

~

5-10 are $250 million -

$1 billion

–

~

20-30 are $50 million-

$250 million

–

~ 30-50 are $10 million -

$50 million

–

~

300+ are under $10 million

•

Summer’s products currently address less than 10% of the $12 billion

market

•

Summer currently does not compete in the following large and growing

segments of the market:

–

Baby mobility -

strollers, car seats, travel systems

–

Baby gear -

play yards, high chairs, swings, walkers, etc.

–

Nursery care -

feeding & accessories, nursery needs

19

Investment Conclusion

•

Simple, scalable business with rapidly growing sales & profits

with good visibility

•

Increasing market share due to:

–

Innovative designs

–

Superior product quality

–

Strong value proposition

–

New product introductions

–

Strong relationships with major retailers

•

Experienced, proven management team

•

Organic and acquisition-based growth opportunities available

•

Enhanced financial position

20

Appendix

21

Summer Products

02090 Day & Night Color Handheld

Video Monitor First to give moms

and dads handheld portability

02170 Secure Sounds™

2.4 GHz

Digital Monitor -

Secure and

private audio transmissions

02180 Baby’s Quiet Sounds™

Video Monitor -

Leading video

monitor on the market

07160 Custom-Fit Gate -

First gate

to accommodate openings up to 12’

07030 Sure and Secure™

Top-of-

Stairs Gate with Alarm -

Audible

alarmed gate for added safety

08190 Soothing Spa and Shower

Baby Bath -

The first whirlpool

tub for baby

22

Summer Products

08160 Mother’s Touch™

Large

Comfort

Bather

-

The

perfect

alternative to bathing bigger babies

01350 Deluxe Soft Embrace™

Comfort

Bouncer-

The

next

best

thing to being cradled in mom’s arms

12020 Sure and Secure™

Double

Bedrail

-

Double

protection

and

fully assembled

08040 Newborn-to-Toddler Bath

Center

&

Shower

-

The

first

baby

bath with a clean rinse shower

04520 Deluxe Baby Essentials Kit

Everything baby needs for a

healthy start

03200 “Grow with Me”

Ear

Thermometer

-

fast

&

accurate

temperature readings with no fuss

in about 1 second

23

Competition

Fisher-Price, Safety 1

st

, The First Years,  Kids II

Small Furniture

Safety 1

st

, The First Years, Braun, Vicks

Infant Health

Evenflo, KidCo, North States, Safety 1st

Gates

Fisher-Price, Kids II, Graco, Safety 1

st

Bouncers

Safety 1

st

, The First Years, Regalo, Dex Products

Bed Rails

The First Years, Fisher-Price, Safety 1

st

, Evenflo

Baby Bath

Safety 1

st

, Bebe

Sounds, Mobi

A/V Monitors

24

Select Industry Transactions

•

MGA Entertainment, Inc. acquires Little Tikes (completed November 2006)

•

Prentice Capital Management, L.P. and D.E. Shaw Laminar Portfolios, L.L.C. purchase 42.2% of Russ Berrie

and Company, Inc. (NYSE: RUS)

(completed August 2006)

•

3i Group plc (LSE: III)

acquires Mayborn

Group plc (AIM: MBY)

(announced May 2006)

•

Royal

Philips

Electronics

(NYSE:PHG,

AEX:PHI)

acquires

AVENT

Holdings

Ltd.

(announced

May

2006)

•

JAKKS Pacific, Inc. (NASDAQ: JAKK)

acquires Creative Designs International, Ltd. (completed February

2006)

•

The

Carlyle

Group

acquires

Britax

Childcare

(completed

September

2005)

•

Russ Berrie

and Company, Inc. (NYSE: RUS)

acquires Kids Line, LLC (completed December 2004) 

•

RC2

Corporation

(NASDAQ:

RCRC),

acquires

The

First

Years,

Inc.

(NASDAQ:

KIDD)

(completed

September 2004)

•

Harvest

Partners

acquires

Evenflo

Company,

Inc.

(completed

August

2004)

•

Dorel

Industries,

Inc.

(TSE:

DII.A,

DII.B;

NASDAQ:

DIIBF)

acquires

The

Ampa

Group

(Bebe

Comfort)

(announced January 2003)

•

Russ Berrie

and Co., Inc. (NYSE: RUS)

acquires

Sassy, Inc. (completed September 2002)

•

Dorel

Industries,

Inc.

(TSE:

DII.A,

DII.B;

NASDAQ:

DIIBF)

acquires

Safety

1st,

Inc.

(NASDAQ:

SAFT)

(completed June 2000)

•

Playtex

Products,

Inc.

acquires

Diaper

Genie

business

(completed

January

1999)

•

Graco

Children’s Products, Inc. acquires Century Products Company (announced May 1998)

•

Evenflo

Company,

Inc.

acquires

Gerry

Baby

Products

Co.

(completed

April

1997)

•

Rubbermaid, Inc. acquires Graco

Children’s Products, Inc. (completed October 1996)

•

Mattel, Inc. (NYSE: MAT)

acquires Fisher-Price, Inc. (completed November 1993)

25

Public Market Comparables

26

Recent Transaction Multiples

27

Infant Health, Safety & Wellness

•

90% of products fall under healthcare classification (preventive

or diagnostic) defined by the Department of Health and Human

Services*

•

Majority of children’s deaths occur in first year and >80% of

children’s deaths of those under 15 years old occur before age 5

–

According to the NIH, Accidents are, by far, the leading cause of death

among children and adolescents. (2003)

•

Summer’s baby care products are subject to rigorous certification

and testing ensuring high quality standards

–

Food and Drug Administration (FDA)

–

Consumer Product Safety Commission

–

Juvenile Products Manufacturers Association (JPMA)

–

American Society for Testing Materials (ASTM)

*http://www.cms.hhs.gov/apps/hipaa2decisionsupport/CoveredEntityFlowcharts.pdf

28

KBL Healthcare Acq. Corp. II

•

A Specified Purpose Acquisition Company (“SPAC”)

designed to provide a profitable investment in a

health-related company

•

Each KBLH unit, issued at $6.00, consists of one share of

common stock and two warrants

–

Cash per share in trust at 9/30/06 of approximately $5.61/share

($51.7 million in trust at 9/30/06); increases with additional interest

earned

•

Lockup of insider shares until April 2008

29

About KBL

•

KBL Healthcare Acquisition Corp. I (prior SPAC)

–

IPO in March 1993 raised $17.5 mm gross proceeds

–

Merger with Concord Health Group, a long-term care/assisted living

company in August 1994

–

Concord sold for cash to Multicare

Companies in February 1996

–

Investors in KBL IPO realized 34.7 % IRR

•

KBL Founders Also Run KBL Healthcare Ventures

–

~$94mm venture capital fund

–

L.Ps include Novartis, Allianz, PA State Teachers Retirement

System, William Blair, Driehaus

Cap’l, Others

–

Representive

investments include

•

Spinal Concepts: sold to Abbott for $180mm in July 2003

•

Lumenos: sold to Wellpoint for $185mm in June 2005

•

Achillion Pharmaceuticals: successful IPO in October 2006

30

The KBL Team

•

Zachary Berk

–

Chairman and President

–

Managing Director/founder of KBL Healthcare Ventures

•

Founder: Prolong Pharmaceuticals, Lumenos, Transgenic Sciences (now part of

Genzyme)

•

Chairman & CEO: Prolong Pharmaceutiocals

•

B.S. and Doctorate of Optometry from Pacific University

•

Marlene Krauss, M.D. –

CEO, Secretary and Director

•

Managing Director/founder of KBL Healthcare Ventures

•

Founder/seed

financed:

Lumenos

(sold

to

Wellpoint

for

$185mm),

Summit

Technology

(sold to Alcon for $900mm), Candela Laser (CLZR), Cambridge Heart (CAMH)

•

Board Member: Cardio Focus, PneumRx, Prolong Pharmaceuticals

•

B.S. Cornell University, M.B.A. Harvard University( Alumni Achievement Award), M.D.

Harvard

Medical

School

(vitreoretinal

surgeon)

•

Michael Kaswan

–

COO and Director

•

Managing Director of KBL Healthcare Ventures

•

Founder: Lumenos

•

Board Member: Scandius

(Chairman), Remon

Medical

•

BS University of Virginia, MBA Harvard Business School

31