Summer Infant (SUMR) 8-K/A Entry into a Material Definitive Agreement

KBL Healthcare Acquisition Corp. II

to acquire

Summer Infant Inc.

Infant Health, Safety & Wellness

October 20, 2006

Exhibit 99.3

2

Road Show Presentation

The attached slide show was filed with the Securities and Exchange Commission as part of the amendment to Form

8-K

filed by KBL Healthcare Acquisition Corp. II with the Securities and Exchange Commission on October 20, 2006

(“8-K Amendment No. 2”).  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 and 8-K Amendment No. 2.  The attached slide show, as well as the September 5, 2006 filing as amended by

8-K Amendments are being distributed to attendees of these presentations. 

Earlybird

Capital, Inc. ("EBC"), the managing underwriter of KBL Healthcare's initial public offering ("IPO")

consummated in April 2005, is assisting KBL Healthcare 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 Healthcare 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 Healthcare

stockholders to be held to approve the acquisition.

Stockholders of KBL Healthcare and other interested persons are advised to read, when available, KBL Healthcare's

preliminary Proxy Statement and definitive Proxy Statement in connection with KBL Healthcare's solicitation of

proxies for the special meeting because these proxy statements will contain important information. Such persons can

also read KBL Healthcare's final Prospectus, dated April 21, 2005, for a description of the security holdings of KBL

Healthcare’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 Securities and Exchange Commission's internet site

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

3

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, Summer’s financial information were 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.

4

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

5

Summer Investment Highlights

•

Experienced, proven management team with demonstrated

expertise in product development/innovation

•

Emerging brand and strong relationships with major retailers

including: Babies “R”

Us, Target, K-Mart, Baby Depot, Buy

Buy

Baby, Wal-Mart, MotherCare

•

Rapid Sales and EBITDA growth

–

2005 Net Sales: $35.5 million, up ~70% from 2004

–

2005 EBITDA: $2.3 million, up >150% from 2004

–

1H ‘06 Net Sales: $26.1 million, up >50% from 1H ‘05

–

1H ’06 EBITDA: $2.4 million, up ~60% from 1H ‘05

•

Well-positioned in a $12 billion, expanding global industry

that is ripe for acquisitions/consolidation

•

Attractive valuation

6

The Transaction

•

KBLH/Summer Infant business combination pending

–

Acquisition agreement signed September 2006

–

Expected closing late 2006/early 2007

•

Terms of the transaction

–

$20.0 million cash

–

3,916,667 KBLH common shares (locked-up through April 2008)

•

Worth ~$21.1 million at KBLH closing stock price of $5.38/share on October 19,

2006

–

Assumption or repayment of outstanding net debt at closing  

•

Balance of ~$10.1 million at June 30, 2006

–

Future contingent payments

•

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

million

for

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

7

Post-Transaction Cap Table

100

15,116,667

Total

61

9,200,000

2

KBL Investors

1

Does not include contingent payments

2

Does not include warrants or underwriter purchase option and assumes no KBL

stockholder conversions in the transaction

13

2,000,000

KBL Management

26

3,916,667

1

Summer Shareholders

%

Common Shares

Holder

8

Summer Infant

“Delivering the best for you and your baby”

•

Designs and markets proprietary baby products under the Summer

brand

•

Innovation & new product development fueling market share gain

–

Significant number of products are patent-protected

•

Excellent customer relationships

•

Emerging brand gaining retailer & consumer momentum

•

Experienced management team with scalable infrastructure

•

$12 billion worldwide baby products industry

–

Durables segment -

$4 billion worldwide, Summer currently competes in

~25%

–

Stable and growing -

tied to births, new parents with higher disposable

incomes and desire to provide the best for their babies (regardless of cost)

9

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, Sears, Sears

Canada, U.S.

Military PXs,

Mothercare, Tesco

New Products:

Handheld video

monitor, new gates,

new bed rails, new

baby baths, new

potty seat

Net Sales:

$36M

2006

Added Retailers:

Wal-Mart.com, Argos

New Products:

Soft goods, further

expansion within

existing categories

Net Sales:

1H ’06 -

$26M

10

Innovative Products

•

Focus on new product development

–

Experienced product development team

–

Plan to introduce 15-20 new products annually

•

First or early to market with:

–

Handheld video monitor     –

Double-sided bed rail

–

Audible alarmed gate

–

“Grow with me”

ear thermometer

–

Baby bath spa & shower

•

40% market share in the high-growth video monitor segment

•

The

majority

of

products

have

FDA,

Consumer

Product

Safety

Commission and JPMA approval

•

Products sold through major retailers & infant specialty stores in

the US, Canada & the UK

•

US industry sales concentrated through 7 -10 retailers

11

Diverse Product Mix

(as a % of 2005 Net Sales)

Gates

Monitors

Bath

Medical

Rails

Seats, Bouncers &

Other

28%

19%

27%

9%

8%

9%

12

Sales and Marketing

•

Market directly to retail chain buyers

–

Management & sales force has long-standing relationships with key

buyers

–

Significant recurring revenue

–

Every major customer increased purchases in 2006 over 2005

•

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

Argos

Sainsbury

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, Inc., and Gibson Greetings

VP of Sales

William Basset

10 years experience; The First Years

VP Quality &

Assurance

Anthony Paolo

Financial positions with Trammell Crow, Action

Automation and Controls

VP Finance & IT

Mark Gorton

20 years industry experience; Safety 1

st

VP Research &

Development

Brian Sundberg

20 years industry experience; Mothercare, Dorel

Juvenile Group Europe

VP European

Operations

Rachelle Harel

20 years experience; Little Kids, Inc., Safety 1

st

,

Hasbro

SVP Product

Development

Steve Gibree

Founder; 20 years experience; Safety 1

st

, CR

Bard, & Hasbro

CEO, President,

Principal Owner

Jason Macari

Background

Title

Management

16

Rapid Growth in Sales & EBITDA

$0

$5,000

$10,000

$15,000

$20,000

$25,000

$30,000

$35,000

$40,000

2002A

2003A

2004A

2005A

1H '05

1H '06

$0

$500

$1,000

$1,500

$2,000

$2,500

$3,000

Net Sales

(000)

EBITDA

(000)

2002-1Q’06 RR CAGR: Net Sales = 74% , EBITDA = 171%

$000; unaudited

Net Sales CAGR = 82%

EBITDA CAGR = 170%

Net Sales increase = 54%

EBITDA increase = 65%

17

Multiple Growth Drivers

•

Summer positioned to continue to grow much faster than the

overall market

–

Organic growth

•

New products

•

Increased product penetration (more products at each customer)

•

Broadened mass merchant distribution (more stores)

•

Increased store penetration (more stores with existing customers)

•

Additional retail relationships, e.g. large food and drug chains, price clubs,

home centers, web-based retailers

•

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

–

Soft goods -

bedding, blankets, bedding sets, etc.

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 Monitor

24

Select Industry Transactions

•

MGA Entertainment, Inc. acquiring Little Tikes (announced September 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 Acquisition 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 6/30/06 of approximately $5.57/share

($51.2 million in trust at 6/30/06); increases with additional

interest earned

•

Lockup of insider shares until April 2008

29

About KBL

•

KBL Founders Also Run KBL Healthcare Ventures

–

~$94mm venture capital fund

–

L.Ps

include Novartis, Allianz, PA State Teachers Retirement

System, William Blair, Others

–

Representive

investments include

•

Lumenos: sold to Wellpoint for $185mm

•

Spinal Concepts: sold to Abbott for $180mm

•

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

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: 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, Remon

•

BS University of Virginia, MBA Harvard Business School