CamileonHeelsBusinessplan2013

Camileon Holdings, LLCA New Jersey Limited Liability Company

Camileon Holdings, LLC

Table of Contents Page Number

1.0 Executive Summary ……………………………………………………………………. 32.0 The Company …………………………………………………………………………….. 63.0 Market Analysis …………………………………………………………………………. 7

3.1 U.S. Footwear Consumption and Expenditures ..................................73.2 The Current U.S. Footwear Industry …………………………………………. 83.3 Special Needs Market: Findings of Podiatric and Orthopedic Medical

Professionals ………………………………………………………………………. 83.4 Benefits of Camileon Heels Technology ……………………………………… 9

4.0 Strategic Options …............................................................................. 104.1 Designing, Marketing and Distributing ………………………………………. 10

5. Target Market ……………………………………………………………………………… 105.1 Primary Target Market .................................................................. 105.2 Future Market Segments ……………………………………………………….. 11

6.0 Competition ………………………………………………………………………………. 117.0 Distribution and Marketing Strategy Overview ………………………………. 13

7.1 Electronic Retailing Industry …………………………………………………… 137.2 Alliances with Retailers (online and brick and mortar) …………………… 14

8.0 Sales Strategy Overview ..…………………………………………………………….158.1 Sales Strategy ………………………………………………………................ 158.2 Positioning …………………………………………………………………………. 168.3 Branding ……………………………………………………………………………. 168.4 Pricing ………………………………………………………………………………. 168.5 B2B Sales………….………………………………………………………………….. 178.6 Margin Structure……………………………………………………………………………………… 17

8.7 Distribution Channels .................................................................... 188.8 Promotion ………………………………………………………………………….. 18

9.0 Internet Strategy ……………………………………………………………………….. 209.1 Internet Marketing & Internet Commerce via www.Camileonheels.com. 209.2 Internet Marketing Strategy ……………………………………………………. 21

10.0 Research & Development ………………………………………………………….. 2311.0 Organizational Structure …………………………………………………………… 2312.0 Risk Reduction Strategies …………………………………………………………. 2413.0 Exit Strategy ……………………………………………………………………………. 2414.0 Financials ………………………………………………………………………………… 24

14.1 Fund Raising …………………………………………………………………………………………. 2515.0 Summary …………………………………………………………………………………. 25

Appendices: ……………………………………………………………………………………. 25

Exhibit I. Assumptions Exhibit II. Income Projections (Years 1-5) Statement of Cash Flow (Years 1 - 5) Balance Sheet Select Financial Ratios Select Financial Projections

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Camileon Holdings, LLC1.0 Executive Summary

Camileon Holdings, LLC (CHoldings) is in the business of developing a branded identity for recognition of its unique, adjustable-height heel technology for the women’s footwear market and incorporating that technology into its own brand of shoes. Camileon Heels will be sold direct to consumers from the Camileon Heels (CH) corporate Web site and via other traditional distribution channels both domestically and internationally.

CHoldings is the owner of the intellectual property (IP) and worldwide pending patent related to the adjustable-height high heel technology. CHoldings is the sole member and 100% owner of Camileon Heels, LLC (CH), the sales and marketing entity that will manufacture, market, distribute and sell the shoes with the adjustable heel technology. The public will come to know the company by the brand of the sales division, Camileon Heels. The domain name Camileonheels.com and several other important domains have been secured to ensure a successful roll-out of our multi channeled marketing strategies.

The CH launch product line offers revolutionary footwear technology that allows the wearer to adjust from high heel to low heel positions without taking off the shoes, removing any parts or requiring any tools. The wearer can transform her shoes in a matter of seconds, as often as needed or desired. The heel technology consists of a proprietary and worldwide patent-pending mechanism that makes it possible for a shoe to adjust from a high-heeled position (3”– 4+”) down to an approximate 1½” low-heeled shoe. These heels can be incorporated in the manufacture of all varieties of stiletto-like high heel shoes including, pumps, sandals (high heels) as well as boots. CH’s initial product line will focus on high heel dress shoes suitable for the professional workplace. The product line in the near future will be expanded across a broad range of women’s footwear styles, to include sandals and boots, which will be manufactured in Italy. Additionally, the development of niche market lines, particularly for the bridal market and custom industry-specific lines (i.e., the airlines) will be explored.

The ability to vary heel height, thereby reducing prolonged wearing of high-heeled shoes, will produce substantial health benefits for the consumer. Most women admit that high heels make their feet hurt, but they tolerate the discomfort and pain in order to follow fashion trends. Women have about four times as many foot ailments as men; high heels are frequently to blame. Ninety percent of podiatric surgery in the U.S. is performed on women. In a Gallup Poll, 37% of the women surveyed said they continue to wear high heels, even though they are uncomfortable and despite being aware that they are incurring foot ailments. Many women attempt to mitigate their problems associated with wearing high-heels by wearing a lower-heeled shoe to “walk” in, and changing into a higher-heeled shoe to “look good” in. A prime example of this is the women who wear sneakers or “flats” to work, and then change into a more fashionable, higher-heeled shoe upon arrival at work.

The benefits of CHoldings technology will be significant to all women who experience any of the problems or inconveniences that are associated with wearing high-heeled shoes. The obvious benefits of reducing the amount of time spent in high heels will reduce pain and potential injury to the back, knees, ankles, nerves and feet. Women who experience any of these problems have had less convenient solutions to the

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problem; wear sneakers or other low-heeled shoes to/from work and carry a pair of higher-heeled shoes with them or keep fashionable higher-heeled shoes at their workplace. CH technology now enables the option of wearing both low and high-heeled shoes, and thereby having the complete convenience of both a high and low-heeled shoe, all within a single pair of shoes. Women who have seen and tried on the samples of CH shoes are not only thrilled by their style and design, but also their perceived inherent benefits; they are consistently astounded that it has taken so long for such a product to be developed for the problem that has been demanding a solution.

The market for women’s footwear is colossal. In the US alone, annual retail sales in 2003 amongst females age 13 and older came close to $20.5 billion. According to the American Podiatric Medical Association an estimated 72 percent of women wear high heels, 39 percent of them on a daily basis. CH research demonstrates that this market demands comfort, performance, style and value in their footwear. While CH believes that the ultimate market for its heels will be very broad, the launch is targeted towards females working in white collar occupations, between the ages of 25 – 55, who wear high-heeled shoes and who currently experience any of the problems associated with wearing them.

CH launched its first line of adjustable-height high-heeled shoes, totaling nine styles, in the August of 2006. CH has taken substantial initial wholesale orders for its shoes from the largest selling online footwear retailer, Zappos.com, and anticipates making its first deliveries by the beginning of December, 2006. CH is actively soliciting several department and specialty retailers throughout the United States, and will focus on key retailers such as Nordstrom, Neiman Marcus, and Saks Fifth Avenue as its primary brick-and-mortar retailers. Key retailers have been selected, on the basis of their proven success and recognition as innovative footwear retailers, who facilitate a high profile penetration into the marketplace. Other key retailers and independent brick-and-mortar retailers will follow. Additionally, CH will be launching its own e-commerce site, selling direct to consumers at full retail, MSRP, by the end of 2006.

The CH present management team consists of Dr. David Handel (CTO), Donna (Lauren) Handel (CEO) and Jeffrey Sirchio (COO). They bring together complementary skills and a wealth of experience in the management of new and growing businesses.

Dr. Handel is a successful radiologist who has been in practice for over 20 years http://www.atlanticmedicalimaging.com/radiologists/david-b-handel-md . His medical background has provided him with insight and knowledge of the human body and in particular the musculo-skeletal system. This reinforced his idea to develop footwear technology that incorporates biomechanical and orthopedic design to reduce the deleterious effects associated with wearing high-heeled shoes. Dr. Handel originally patented an invention in 1994 for a shoe that could convert from a high-to-low heel in a few seconds without removing any parts of the heel in order to make the conversion. When the patent was issued, The Wall Street Journal wrote it up in their “Patent of The Week” column. That patent however had manufacturability issues. During 2004-2006 Dr. Handel contracted an innovative industrial design and engineering consultancy to collaborate with him to develop a new and much improved solution for adjustable-height heel technology. Goals that were set and achieved by that project include conceiving a heel mechanism with an elegant and simpler design that offers greatly enhanced stability, wearer safety and improved

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manufacturability over the original patent.

Ms. Handel brings over twelve years of marketing experience as a marketing director, business consultant and communications specialist. She is adept at defining strategy, the development and enhancement of branding, surveying and interpreting data through application of marketing metrics, product development, project management, and implementation of knowledge of online communication tools and technology. In addition she has a passion for the product and will serve us well in the role of evangelist much the way Guy Kawasaki did for the Macintosh.

Jeffrey Sirchio, with over 25 years in the retail industry, is a senior operations and sales management executive with demonstrated accomplishments in productivity and cost improvements that contribute to significant profit increases for the company. He is a seasoned executive, with an extensive background in manufacturing and retailing, along with expertise in production, importation, distribution, sales and accounting.

CH’s present management team, and its seasoned strength and exceptional network of advisors and resources, along with the inclusion of a seasoned CFO and Directors of Sales and Marketing, will enable the company to achieve the reality of being the premier designer, marketer, and distributor, and eventual licensor of women’s height-adjustable footwear technology.

Item A: Camileon Heel Design in High Heel and Low Heel Positions

Item B: Camileon Heel Almond-Toe Sling-back in High and Low Heel Positions

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Camileon Heels, LLC2.0 The Company

The mission of Camileon Heels is to commercialize adjustable-height technology in the women’s footwear industry. The management team, Dr. David Handel and Lauren Handel, have identified several windows of opportunity for the application of new technology in this industry and together constitute the nucleus of the expertise required to take advantage of these opportunities. As early plans developed, a network of complementary expertise was identified and involved.

A number of proposals for adjustable-height technology were examined and reviewed with the professional industrial design team, DesignDesign, Inc. DesignDesign was contracted to work with Dr. Handel and Ms. Handel to design the ultimate prototype that demonstrates the practical and successful application of Camileon Heels technology. All intellectual property rights, including the pending patent application, have been assigned to Camileon Holdings, LLC.

In April, 2005, Lev Mazin was hired as a creative graphic design consultant to develop a corporate image/ logo and informational Web site layout for the current development of Camileon Heels. For the past 6 years, Lev has served as the founder and art director of the design studio, Levasha. Some of his previous work accomplishments include art projects for Tiffany & Co, Patek Philippe, Harry Winston, and Mercury. Much of his work focuses on the design and layout of magazines, books, corporate Ids and logos, original typefaces, and collateral marketing literature.

In March of 2006, Camileon Heels contracted with Cristina Parronchi, principal of Gruppo Italia Agency (GIA), to serve as the buying agent and key interface with all footwear manufacturers, shoe component vendors, shoe box and shoe bag suppliers, and freight forwarders in Italy.

Calzaturificio Stella, located outside of Florence, Italy, was chosen to manufacture the first line of Camileon Heels. Stella has a longstanding history of manufacturing high quality footwear since the 1940’s for clients such as Nordstom, Etienne Aigner, Kenneth Cole, and most recently Dolce & Gabana. Their head modelista previously worked for Ann Taylor in the production of footwear.

In June of 2006, the law firm of Morgan, Lewis and Bockius, LLP, was hired to represent Camileon Heels as corporate counsel. Stephen M. Goodman and Joanne R.Soslow were retained as the attorneys of record.

In September 2006, MediaSPA.com, a New York-based company, was hired to build-out the Camileon Heels Web site. MediaSPA is a full service web technology, development and design firm that has created and implemented leading-edge solutions for some of the world's most admired companies within the retail industry. MediaSPA designs and delivers - from conceptualization to completion - web-based solutions that add value to every aspect of our businesses and brand. MediaSPA has a proven track record in helping numerous companies increase market share, strengthen brand positioning, and communicate vital information to desired constituencies--and look good while doing it.

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In August of 2006, Camileon Heels hired Jeffrey W. Sirchio to work full-time in the position of Chief Operations Officer. Sirchio is a senior operations and sales management executive with an impressive work history and demonstrated accomplishments in productivity and cost improvements that contribute to significant profit increases within the companies that he has worked. He is a seasoned manager, with an extensive background in manufacturing and retailing, and possesses, expertise in production, importation, distribution, sales and accounting.

Additionally, in August of 2006, Camileon Heels began its public relations strategy, utilizing the professional PR services of Howard Ruben Public Relations Firm. Howard Ruben PR maintains offices in NY & Los Angeles. Ruben has a longstanding history of work within the apparel and footwear industries, serving as a reporter, journalist, and former editor of Women’s Wear Daily, as well as, the PR agent contracted to handle PR for the prestigious Western Shoe Association (WSA) footwear convention in Las Vegas.

In September of 2006, Richard Zech was hired, on a consultant basis, to work with Camileon Heels to oversee production, sourcing, quality, costing and manufacturing

development of our new lines of footwear. Zech has worked as an independent consultant for over 12 years in the footwear industry, and currently works specifically for Nordstom and Zappos.com to develop and produce private label footwear for each entity. Operating as Camileon Heels technical production agent, Zech contributes experience and a wealth of knowledge specifically related to the Italian fashion market and provides all the services necessary to facilitate cost containment and the purchase of products that are "Made in Italy".

The skill and expertise that each member brings to the team has created a synergy that fuels and propels forward the vision of bringing Camileon Heels technology to the marketplace. The Camileon Heels team has the capability, expertise and know-how to make that vision a reality.

Camileon Heels, LLC3.0 Market Analysis

Dr. Handel's invention represents a major change in the paradigm of footwear technology and will revolutionize the women’s footwear industry. The footwear market currently seeks certain benefits from footwear products. These have been identified through three related streams of research: (i) 2004 U.S. Department of Commerce Data and NPD market research findings: (ii) overview of current U.S. footwear industry; (iii) and, findings of podiatric and orthopedic professional associations.

3.1 U.S. Footwear Consumption and ExpendituresAccording to the U.S. Department of Commerce, U.S. footwear consumption rose 5.0 percent in the first half of 2003, reaching 1.927 billion pairs of shoes. U.S. imports continued to account for a rising share of the U.S. footwear market, growing to 98.5 percent from 97.2 percent in 2001. The NPD Group, a market-research firm, tracks shoe-buying trends. NPD reports, that in the year 2003, males age 13 and older spent about $16.4 billion on shoes; women in the same age group doled out close to $20.5 billion.

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3.2 The Current U.S. Footwear IndustryWhile the U.S. population has grown at approximately 2% per year, footwear sales volume has increased at more than twice that rate, at about 5% per year. Throughout the 1990’s, approximately five pairs of shoes were purchased for every man, woman, and child, but in 2004 those same consumers are buying almost seven pairs each.

With respect to Camileon Heels technology, a timely trend has made itself apparent in the women’s footwear industry. According to The NPD Group, women’s dress footwear generated $3 billion in 2004, almost a 26 percent increase from 2003. Block (thick) and medium heels saw a sharp dip in sales last year, compared to 2003, down 14 and nine percent from second-half 2004 to second-half 2003, respectively. Stilettos (thin heels three inches and higher) and kitten heels (narrow, low heels) increased 10 and six percent respectively in dollar sales in the last six months of 2004 versus the same period of 2003.

The footwear industry is facing many of the same challenges as the consumer products and food industries. To meet the needs of customers, footwear companies must continually introduce new products to keep consumers coming back for more. We have seen a fragmentation and specialization of offerings that continues to accelerate. In the recent past, a consumer owned a few pairs of shoes, some for exercising and others for work or fashion. At present, consumers want what’s new. Today’s female consumer is driven by what’s not in her closet: she will add to her footwear collection if it seems boring and outdated. Today’s consumer demands specialized options for footwear.

What this means, is that consumers are demanding more specialized and option-rich footwear, in greater numbers. The demand for newer, fresher, more innovative footwear will continue because it hits at the heart of the human condition. As for current fashion trends, "express yourself and create your own look" are the consumer's driving force. People are continually seeking ways to advance, feel better, perform better, and improve their overall quality of life.

3.3 Special Needs Market: Findings of Podiatric and Orthopedic Medical ProfessionalsAccording to the American Podiatric Medical Association, about 73 percent of women say they have physical problems because of wearing high heels, and an estimated 72 percent of these women continue to wear high heels – 39 percent on a daily basis. Over 80 million women suffer from foot pain, largely a result of wearing high heels, 80% of women have foot pain & 72% have one or more foot deformities, women have 4 times as many foot problems as men, and doctors predict an acceleration of foot pain as a result of fashion dictated high heels

Women, clearly, inflict more punishment on their feet, and suffer more foot problems than men, accounting for 80% of all reported complaints. Some of the problems result from high-heeled shoes (generally defined as pumps with heels of more than two inches). The fact remains that high-heels can lead to bunions, heel pain, toe deformities, shortened Achilles tendons, metatarsalgia (pain in the ball of the foot) and trapped nerves. In fact, women account for about 90% of the nearly 800,000 operations each year for bunions, hammertoes (a permanent deformity of the toe joint in which the toe bends up slightly and then curls downward, resting on its tip), and trapped nerves, and most of these surgeries can be linked back to their high-heeled shoe choice.

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To relieve the abusive effects of high heels, women can limit the time they wear them. They can also vary heel height. For women unwilling to keep high heels off their feet, there are several steps that can minimize the damage done by the shoes. Wearing low-heeled shoes for part of the day and avoiding high heels that are too tight, will lessen the impact that high heels have on the feet. Pain and other foot problems are less likely to occur if high heels are worn as infrequently as possible and are replaced by low-heeled shoes as much as possible.

3.4 Benefits of Camileon Heels TechnologyCamileon Heels technology represent a major step forward in satisfying these market requirements through technology that enables heel transitions from high-to-low positions, without removal of any shoe parts, specialized tools, or removing the shoe from the foot, to do so. Camileon Heels heel technology provides a measurable and significant reduction in the overall stress that is placed on the back, knees, calves, ankles and feet during prolonged periods of time spent in high-heels. A reduction of the duration of time spent in a high-heel position is expected to dramatically reduce the pain, discomfort, and potential for permanent damage or deformity caused by wearing high-heeled shoes for prolonged periods of time.

The additional benefit of convenience that is afforded by having both high and low-heeled options in one shoe is immeasurable; virtually any woman who experiences the ill effects of wearing high-heels will confirm this statement.

Camileon Heels technology incorporates a heel mechanism, which allows a high-heel shoe to transition from high-to-low heel positions. The rate at which a shoe transitions from position to position is completely dependant upon the desire of the woman wearing the shoe: She is completely at choice when it comes to her own comfort at any given moment.

Additional benefits provided to the market by Camileon Heels technology are advantageous for: commuting to and from work or any social event, the ability to spend an entire day and evening in the same pair of shoes, able to change from high to low heel positions as frequently as desired to meet moment-to-moment needs to balance style with comfort, saving on luggage space when packing for travel, where one pair of shoes can meet multiple needs by providing both high and low-heeled options.

The market's current expectations have not yet been awakened to these benefits because it has been impossible to deliver these under the current footwear paradigm. When consumers learn that these benefits can be provided, we believe they will ultimately demand them across the full range women’s high-heeled footwear. Thus the definitive elements of footwear comfort will expand to adjustable-height capabilities. For consumers that seek style, fashion and fads, manufacturers who license Camileon Heels technology may incorporate the technology into existing strategies, perhaps even enhancing these possibilities.

Although Camileon Heels technology is ultimately applicable to virtually all styles of high-heel shoes, the technology lends itself to immediate application in the dress footwear segment. Once established there, diffusion into the casual footwear market will be a logical and systematic outcome of the further development of the technology and the market's embrace of the new footwear paradigm.

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Camileon Heels, LLC4.0 Strategic Options

Two main strategic options were identified. Camileon Heels will develop its own “brand” identity focused on design, market and distribution of shoes incorporating CH’s technology and, once viability of the technology has been established in the marketplace, CH may look to license the technology to other manufacturers in the footwear industry. The primary focus of all Camileon Heels efforts at this time will be focused on the brand development, paying keen attention to the design, marketing and distribution of adjustable-height high heel footwear for women.

4.1 Designing, Marketing and DistributionThe “branding”, inclusive of the designing, marketing and distribution option will require Camileon Heels to source angel capital through equity partners. Initially, it is anticipated that production of the Camileon Heels line of footwear will be on a relatively small scale, in order to introduce the line of footwear to the marketplace and demonstrate its viability, in terms of measurable sales. Larger scale penetration of Camileon Heels footwear would require Camileon Heels, LLC, to source additional venture/angel capital. The designing, marketing and distribution option would require that Camileon Heels, LLC, enter into a highly competitive arena with the current women’s footwear manufacturers, all keen to retain market share in a mature market. Although no other brand or line of women’s high-heel footwear offers adjustable-height heels, the business and financial risks of this option are significant. Therefore, Camileon Heels will enter niche markets as a manufacturer of women’s dress footwear products with potential expansion later into mainstream lines.

Camileon Heels, LLC5.0 Target Market

5.1 Primary Target MarketIt was necessary to identify target niche markets that will benefit from the Camileon Heels technology. Our preliminary analysis of the women’s footwear market identified the key niche segments and their respective market positions.

In the largest sense, the market for Camileon Heels footwear is all women worldwide who desire to wear high heels. In 2003 in the U.S., 120 million Women ages 14 and older purchased 735,722,000 pairs of leather shoes, more that 6 pairs a piece that year. Extrapolating from U.S. Census Bureau data, there are an estimated 55 million women in the United States between the ages of 25 and 50. When applying the American Podiatric Association estimate that 39 percent of women wear high heels on a daily basis to this figure, we can then estimate that over 21 million women comprise our target market. As a startup, Camileon Heels will focus on meeting the needs of niche within this market segment (first adopters and financially able) with a “Made in Italy”, $300 - $350 price-point line.

Again, according to The NPD Group, women’s dress footwear generated $3 billion in 2004, almost a 26 percent increase from 2003. Block (thick) and medium heels saw a sharp dip in sales last year, compared to 2003, down 14 and nine percent from second-half 2004 to second-half 2003, respectively. Stilettos (thin heels three inches and higher) and kitten heels (narrow, low heels) increased 10 and six percent respectively in dollar sales in the last six months of 2004 versus the same period of

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2003.

5.2 Future Market SegmentsCamileon Heels will permeate the larger market segment of working women between the ages of 25 and 50 with future lower price-point lines in late 2008 or early 2009. Additional lines of Camileon Heels will be manufactured in more competitive sourcing markets and sell at price points beginning at $125.

CH will also seek-out joint ventures with manufacturers around the world who own their own brick-and-mortar retail outlets. Such a manufacturer has already been identified, which owns 2000 retail outlets.

CH will develop relationships with global distributors, particularly in the European, Asian and Latin American markets to take the Camileon Heels brand worldwide.

The bridal market exists as a viable niche market opportunity. CH will develop a select line of adjustable-height footwear to meet the needs of the bridal market, to include footwear for brides, bridesmaids and other members of the bridal party.

Camileon Heels, LLC6.0 Competition

There are potential competitors that have designs for adjustable-height high heel footwear, which have been made public. None of them have yet to arrive in the marketplace with footwear products for sale to the general public. Three such competitors are known to CH.

• http://lopullosesti.com/ Lopullo Sesti is a Dutch company started by Wouter Kreuwel. Dr. Handel was contacted by Kreuwel in 2004 because of Kreuwel’s interest in forming a company to manufacture and sell adjustable height high heel shoes. Kreuwel was aware of Dr. Handel’s prior work in the field and sought both his expertise and capital. After extensive discussions, Dr. Handel decided to take an independent path that has led to the present situation of CH. Kreuwel apparently has also gone his own and formed Lopullo Sesti. On the Lopullo web site there is a demo video of their shoe. CH has analyzed the shoe as presented on the video and has serious doubts that the shoe will function appropriately, be stable and safe for the wearer and can be manufactured to be an esthetic product. There currently exists no information on the Lopullo site about how or where to acquire their shoes. CH believes that the Lopullo site is an informational site being utilized to seek funding to move the company forward. In summary, Lopullo Sesti is competitor of uncertain potency, but CH believes that, even in the unlikely event that Lopullo gains success, the market will be huge enough for both companies.

• Ella Kilgour, while a design student in London, developed a slick looking adjustable shoe which gained notoriety in 2004 (http://www.cnn.com/2004/TECH/09/02/ella.kilgour/index.html). In interviews at that time she explained enough about her shoe to give CH a reasonable understanding of its mechanism. CH does not believe that if it were patented it would conflict with the CH patent pending technology or vice versa. There is no evidence as of a search in December 2005 that a patent has been applied for containing Kilgour’s name anywhere in the world. CH

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believes that the Kilgour shoe is too difficult and costly to manufacture and will not make it to market. Back in 2004, a British shoe company, Faith Shoes http://www.faith.co.uk/ entered into a licensing agreement with Kilgour, but as of 5/1/2006, there is no evidence on their website that the shoe is on its way to market. In summary, the Kilgour design is attractive but CH believes it lacks manufacturability and CH has serious doubts it will come to market. CH notes that there was quite a buzz about her shoe and the public expressed a great interest about such a concept, much like The Wall Street Journal selecting Dr. Handel’s first patent back in 1994 as “the best patent of the week.” There appears to be a deep-seated public interest in seeing such a technology come to market.

• “The Green Shoe” was developed by Wei-Chieh Tu, a design student in NYC. This collapsible shoe requires a few pictures to explain how it functions:

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• This shoe has appeared in numerous blogs on the web since 2004. Late in 2005 it was reportedly featured as a “news” item on the Fox News Network cable channel. Supposedly it was on the market at that time but CH has been unable to identify a corporate web site related to the shoe or the name of any company associated with it. CH assumes that this shoe will come to market if it has not yet already but sees it as a novelty without a sustainable future because of obvious fashion limitations resulting from the mechanism. It is more a novelty item. The CH solution on the other hand does not have those limitations.

While it is apparent that there is no direct competition selling women’s footwear in the marketplace, there is indirect competition, with respect to manufacturers of women’s footwear that attempts to address the need for high-heeled footwear that is less problematic to wear. Such examples of this type of competition are companies like HBN Shoe (dba Insolia), Taryn Rose International, Inc., and Oh! shoes, LLC.

Insolia is the trademarked name for a component in the design of the high-heeled shoe. Its purpose is, based on intensive research of angles of pressure in the feet, to adjust weight distribution through the shoe’s redesign to minimize the pain associated with wearing high-heeled shoes. HBN Shoe, LLC was established to commercialize and market the Insolia component, which is protected by issued or pending patents around the world. To support successful commercialization Insolia has also developed a uniform and easy way to incorporate Insolia features into any woman's heeled shoe through the use of a special insole board.

HBN Shoe, LLC announced that in 2004, licensees of the Insolia(R) product sold more than 1 million pairs of shoes constructed with the company's weight shift solution that makes high heel shoes in any style or heel height feel more like flats.

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Following its success in 2004, Insolia is reaching new destinations this year as an Insolia licensee announces that Qantas Airways has selected shoes with Insolia as the specified uniform footwear for the airline's 7,000 flight attendants.

In 1998, Taryn Rose created a line of luxury shoes that were marketed as being as comfortable as they are beautiful. Rose’s idea of being well dressed with a sense of well being touched a nerve with fashionable women from coast-to-coast, creating a dedicated following for her footwear collection. By the end of 2005 Taryn Rose International reached almost $30 million in sales. The collection can be found at better shoe salons and specialty stores in the United States. International distribution was launched in early 2004 at select retailers in Japan.

Oh! shoes, based in Portland, is trying to slow the speed at which force is absorbed by the body. Oh! shoes have a molded heel, an anatomically welcoming foot bed and shock absorbers inserted into the heel while increasing the shoe's side-to-side stability. The result is a shoe that gives the body a soft landing but doesn't wobble.

In 2004, Oh! reported annual sales of $2 million. Oh! is working on its aesthetics. Priced at just under $200, Oh! Shoes are targeted toward "the professional working woman, lawyers, senators, and bank executives. While attempting to accommodate for women’s need for comfort, Oh! has left much to be desired, with respect to fashionable designs in their footwear.

Camileon Heels, LLC7.0 Distribution and Marketing Strategy Overview

After review of various options for channels of distribution, Camileon Heels has identified a combination of 3 key distribution channels that specifically cater to our identified target market segment and which will maximize cost-effectiveness and result in successful penetration into the marketplace. The three key channels of distribution are: key online and brick-and-mortar retailers, direct response television and the electronic retailing industry, and direct online distribution from the Camileonheels.com Web site. Camileon Heels has already begun to establish, nurture, and develop mutually rewarding relationships in each of these channels.

7.1 Electronic Retailing Industry Currently, the electronic retailing industry is quoted at $226 billion in sales. Electronic retailing is exploding because it provides the convenience that allows consumers to access product information within their own time frame, whether at work, or at home. And it provides the opportunity to access unlimited amounts of information detailed explanation and demonstration of how the product works. It really fills in where brick and mortar retailers leave off. So many stores no longer have qualified sales people. You can simply get more information about a product from television or from the Internet than you can from a sales clerk in a retail store. And, of course, you can access that information and purchase the product when you want.

The way people buy and sell consumer goods is changing -- and it's changing quickly! The reason for the big change can simply be explained with one word, Internet. Estimates indicate that approximately 600 million people are online worldwide. By the year 2005, the global Internet population will reach 1.17 billion. In a report released by the U.S. Department of Commerce, U.S. retail e-commerce,

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or e-tail, sales for 2003 were 1.6 percent of total retail sales. E-commerce in the U.S. generated $54.9 billion in 2003, a 26 percent increase over 2002. Research by Forrester stated that e-commerce sales will increase at a steady 19 percent year-over-year rate, rising to $229 billion in 2008. By 2008, online retail sales will account for 10 percent of total U.S. retail sales. Perhaps the most specific information of interest to our product is that females now constitute 51.6 percent of the U.S. online population--up from 35 percent in 1997, according to an eMarketer report released in April, 2005. The report, "Women Online in the U.S.: A Growing Majority," predicts that women's online presence will continue to grow throughout the decade--and that as a result, women will account for 52.2 percent of all U.S. online users by 2008.

We are currently witnessing global expansion in electronic retailing. With respect to the industry's performance and growth, the increase in numbers for electronic retailing has been staggering. The industry has now clearly demonstrated that you can develop and sustain a brand online.

7.2 Alliances with Retailers (online and brick and mortar)Key retailer outlets that Camileon Heels will comprise an initial distribution and marketing strategy approach are A-list department store chains, (beginning with Nordstrom) and will include Belk Stores, Bloomingdales, Dillards Department Stores, Filene’s, Lord and Taylor, Macy’s, Marshall Fields, McRea’s, Neiman Marcus, and Rich’s. Additionally, online retailers, beginning with Zappos.com, and independent specialty stores will be targeted. Each of these retailers has its unique advantages. As an example:

Nordstrom:Known for its policy of giving small companies a chance to perform, Nordstom continues to pursue a business with its wholesalers if they see there is an upside to selling their products. Their tendency is toward innovative products and designs. They are independently owned, versus part of the Federated Group, which tends to be much more conservative in taking risks with new vendors. A relationship with Nordstrom is currently being established through a known sales representative who has a proven track record of sales and relationship development and building with the Nordstrom buyers.

The viability and health of establishing a distribution and marketing relationship with Nordstrom in supported by information in the Nordstrom 2004 Annual Report. Nordstom reports that, “Our business is now performing at a higher level than ever – and we’re confident in our game plan. Nordstrom also goes on to include that its net sales increased as their customers responded to their merchandise offerings. The strongest performing categories were Accessories, Women’s Shoes and Women’s Better Apparel, followed by Women’s Designer and Men’s Apparel.” In 2004, the improvement in gross profit as a percentage of net sales was primarily a result of meeting their customers’ desire for fresh, compelling merchandise, which increased the sales of regular priced merchandise. Camileon Heels certainly is congruent with Nordstrom’s commitment to providing their customers with fresh, compelling merchandise.

Zappos.com:Zappos.com was founded in June 1999 following a less than successful trip to a local shoe store. With brick and mortar stores limited by the size of their stock rooms, shoppers can only choose from a handful of styles the store buyer chooses from each

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brand (and pray that their size is in stock). Zappos.com decided that offering customers a complete selection of styles from each brand (in every size, width, and color) would make the shoe shopping experience a much more pleasurable one. Thus, Zappos.com was born!

To date, Zappos.com has attained a top 50 internet retailer rating (according to Internet Retailer Magazine) and maintains one of the highest BizRate ratings in the industry. Additionally, Zappos.com is the second-most visited apparel Web site on the internet, with a 37% increase in traffic during March, 2006, Zappos.com posted the highest growth rate of the top 10 apparel and beauty sites, Nielsen/NetRatings reports. The number of unique visits to Zappos totaled 2.0 million, compared with 1.5 million in March 2004. Victoriassecret.com, the internet’s most frequently visited apparel Web site, experienced the second-highest growth rate, with the number of unique visits increasing 36% to 2.9 million, up from 2.1 million in the year-earlier period. Zappos projects $600 million in sales by the end of 2006.

Zappos.com is the Web's most popular shoe store. Established in 1999, Zappos.com has quickly become one of the leaders in online shoe sales by focusing on providing shoppers with the best possible selection and shopping experience. Zappos.com has experienced sharp growth, as annual sales reached $1.6 million in 2000, $8.6 million in 2001, $32 million in 2002, $70 million in 2003 and over $180 million in 2004. Zappos expects to do over $300 million in 2005. Zappos.com also operates a retail store and a warehouse outlet store. They currently stock more than 1 million shoes and handbags from over 400 brands in a 280,000 square foot warehouse in Kentucky.

In August, 2006 Zappos.com placed its initial orders with Camileon Heels, deliveries commencing in late November, 2006. Zappos offers free shipping and free return shipping. This is an incredible asset, as it allows our customer to experience Camileon Heels, risk-free, as all shipping, both purchase and return is free.

Camileon Heels Technology, LLC8.0 Sales Strategy Overview

Camileon Heels marketing strategy is to establish market presence, and enhance, promote and demonstrate that the proprietary Camileon Heels adjustable-height technology is highly viable and experienced as indispensable by the marketplace.

The overall marketing plan for our line of women’s footwear is based on the following fundamentals:

We are in the business of developing a “brand” renowned for its designing, marketing and distributing adjustable-height technology, which is incorporated into women’s high heel footwear.

The market segment we plan to reach is working professional females in the United States who are between the ages of 25 – 55 and who wear high-heeled shoes.

Distribution channels used to reach our market segment include: brick-and-mortar retail, Internet retailers, direct-to-consumer via the Camileon Heels Web site, and finally retailers in key niche markets, such as the bridal industry.

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8.1 Sales StrategyCamileon Heels footwear should be treated as products with a short-to-mid-term life expectancy. While the overall quality of construction, materials, and adjustable-height technology will be superior, by the mere nature of the fact that our products are women’s footwear, life expectancy will be predicated more by individual style and color preferences. On-going design and production of new footwear lines, color options and integration of multiple options in adjustable-height technology, (hinge, dial, lever, etc.) will continue to offer the end consumer with new styles, colors, and adjustable-height options to meet their continuing need and desire for the latest trends and designs in high heel footwear. While it is difficult to determine how long before our footwear pays for itself, it is far easier to consider the short and long range benefits of adjustable-height technology on both women’s physical health and level of convenience.

8.2 PositioningCH footwear will be seen by consumers as an indispensable “brand” once they have made their initial purchase. CH’s unique technology and performance advantages will undoubtedly be perceived by a winning position in the consumer's mind. Positioning CH technology as an investment in health, comfort and convenience and fashion instead of a cost is expected to generate interest and response among prospective customers. The CH footwear will be positioned as relating to or necessary for comfort, convenience and style with respect to high heel footwear.

The Selling Basis for the product is that CH technology is the first innovation in women high heel footwear that empowers a woman to adapt to her environment based on need or desire, and enables her to reduce problems associated with wearing high heels while still maintaining her preference for wearing stylish and fashionable high heeled shoes.

8.3 BrandingOur marketing will be centered on our value to the customer and the position we intend to establish in the minds of customers is as the first to market, offering fashionable adjustable-height high heel footwear. The specific features of Camileon Heels will readily be translated into benefits for our customers.

Camileon Heels customers are typically looking for fashion and comfort in high heel footwear, while overlooking their need for convenience. While these are qualities that they desire, rarely do women find that they can have all three in one pair of shoes. Camileon Heels uniquely meets their needs through providing fashionable designs, comfort that is the result of both design and adjustable-height capability and the convenience of both fashion and comfort in one pair of shoes; all made possible through having the capacity for high and low-heeled options.

8.4 PricingLook around at what your competitors are charging,

and charge a little more. – Paul Larson

Camileon Heels will sell direct to the consumer at a price that is relatively comparable with traditional retailers of high quality women’s dress footwear that is manufactured in Italy.

After careful consideration and review of short-term and long term sales goals, branding and positioning, we have chosen to enter the market with a line of adjustable-height high heel shoes priced at $300-$350 per pair. Our intention is to market to early adopters who are less sensitive to price and want to have the latest

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in technology and comfort. This will also allow for a more controlled development of the CH brand and its distribution channels. Within the first 18 to 24 months after arriving in the market, we will expand our product line with a tiered approach to different price points, which will be achieved by either expanded manufacturing sourcing options, or different heel technologies and value added features (Technogel as an example).

The first phase of Camileon Heels R&D strategy is to adapt the existing technology (and subsequent developments) to women’s dress footwear, which will ultimately assist any potential future licensee in diffusing the technology across their full range of women’s dress and casual footwear products.

8.5 B2B Sales

As Camileon Heels has already begun to approach targeted retailers, we recognize the need to launch our products with a strong presence in the traditional wholesale marketplace in order to maximize sales. The company’s strategy to this regard is broken into a two phase plan, which is currently being implemented:

In its initial phase, CH is identifying, and looking to engage key commission-based regional sales organizations/representatives who encompass all the major and secondary markets in the United States. These sales representatives will facilitate extensive permutation of CH in both the department and special (brick and mortar) store markets by offering CH’s products in all the territorial markets (Atlanta, Chicago, Dallas, LA, Las Vegas, San Francisco, etc) and through extensive road sales trips though out each region, which target key specialty and chain stores that may miss or not attend the territorial markets. Territory representatives will be managed by the current CH management team.

In its second phase, once sales reach levels that warrant and support full-time management, CH will hire an in house VP of Sales along with the appropriate support staff. CH will then take permanent showroom space, which will act as our corporate headquarters and most likely will be located in the shoe market district of New York City. Traditionally, major retailers (Nordstrom, Neiman Marcus, Belk, Dillards, Bloomingdales, Lord & Taylor, etc) are deemed “house accounts”, or non-commissioned accounts, which will be sold and managed by our in-house management, while the regional specialty and smaller chain stores will remain as territory accounts of our commissioned-based sales organizations.

8.6 Margin Structure

RetailOur retailer’s typical mark-up is 50%-57%. Camileon Heels wholesale accounts can expect to pay $149 -$165 per pair for our initial line of shoes.

Direct SalesCamileon Heels will sell direct-to-consumer via its corporate Web site. Sales will be handled internally through automated technology that is integrated between our Web site and fulfillment house operations. Customers who make purchases directly on the CH Web site will pay full MSRP, at $300 - $350 per pair.

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8.7 Distribution ChannelsCamileon Heels plans to sell its products through several channels.

The determining factors in choosing these channels are:

Customer profile and buying preferencesGeographic factorsChannel track record with similar products already on the market.

Our key competition (indirect) uses similar distribution channels that have been identified. Our mix of distribution channels (brick-and-mortar retailers, online retailers and CH corporate Web site sales) will give us the same advantages as our competition; however the uniqueness of our technology will provide added advantages over our competition.

Initial Targeted Retailer Outlets:Name Number of Outlets Type

Zappos.com 1 Online Retail Footwear Sales Site

Nordstrom 151* Online and brick-and-mortar

*Note: Nordstrom has 151 US stores located in 27 states. Founded in 1901 as a shoe store in Seattle, today Nordstrom operates 95 full-line stores, 49 Nordstrom Racks, five Faconnable boutiques, one free-standing shoe store, and one clearance store.

8.8 PromotionCamileon Heels recognizes that the key to success at this time is aggressive, self-promotion. To accomplish our sales goals, initially, we have hired the Howard Ruben PR Firm (which specializes in the fashion apparel and footwear industry) to generate market awareness and “buzz” through press releases to national print media publications that focus on the fashion and apparel industries along with proven in-flight media publications, infiltration on Web site chat rooms that are frequented by our target market, such as on www.oxygen.com and www.ivillage.com, blogging on the Camileonheels.com Web site, two annual western and international shoe expo tradeshows, and special promotions within specific high-profile targeted audiences, i.e., free shoes for high-profile segments of the market. We will also create a DVD demo which explains the technical aspects of the technology and how it operates will also be developed. This is considered a superior method of communicating the physical dynamics of the technology. This video will be used, as necessary, in conjunction with the prototypical footwear, in promoting the technology of Camileon Heels footwear to potential distributors and the target market, via our Web site.

ObjectivesOur promotion objectives are designed to fit together to maximize the impact of our overall promotional campaign. We will:

1) Position Camileon Heels as a prominent footwear “brand” and as the leading innovator of women’s footwear technology in the market.

2) Position Camileon Heels as the first and best solution to the problems associated with wearing high heels in the minds of prospective customers and the world at large who want to continue to wear high heels.

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3) Differentiate Camileon Heels from the competition by highlighting the fine craftsmanship, comfort and unique ability to change the heel height.

4) Create brand awareness and customer preference for Camileon Heels through a targeted PR campaign and participation in select tradeshows and amongst business managers and women’s footwear retailers, and buyers.

5) Obtain consistent and broad based feature stories and product placements in media, broadcast and online.

6) Profile David Handel as the founder and visionary of the company.

7) Through market research, develop significant, relevant data resources to create immediate and long-term marketing plans.

8) Coordinate sales literature, demonstration materials (DVD demo and flash video on our Web site), and direct response promotions in order to generate product awareness and increase sales.

Press ReleasesCamileon Heels is currently developing a series of press releases on the entire product line. We will prepare press releases for each new product introduction, technical development, participation in major events, recognition for product excellence performance, etc. We will also include 8 x 10 glossy photos of our product with our press releases.

InternetCamileon Heels’ primary strategy is to build a viable database and destination Web site for consumers of women’s high heel footwear. Females now constitute 51.6 percent of the U.S. online population--up from 35 percent in 1997, according to an eMarketer report released in May, 2005. The report, "Women Online in the U.S.: A Growing Majority," predicts that women's online presence will continue to grow throughout the decade--and that as a result, women will account for 52.2 percent of all U.S. online users by 2008. The report advises marketers that they will need to adjust to the growing prevalence of women.

To address the above, Camileon Heels will build an informational and e-commerce retail sales Web site for individuals who are interested in learning about our Camileon Heels technology and products. The site will act as a place where customers can find answers (FAQ), access information and purchase Camileon Heels footwear. Camileon Heels will build traffic and collect customer demographic, psychographic, and technographic information, in support of generating future sales.

Direct & Indirect Marketing CampaignsCamileon Heels will assess the need, within 6 months after initial entry into the marketplace for initiating measured marketing programs (email, direct mail, etc.). At the same time, we will test then introduce new marketing campaigns:

Drive Web traffic with high-appeal offers, free gifts with purchase (additional heel lifts, touch up pens) and other innovative incentives that allow us to capture contact information and tailor individualized promotions based on what the customer or prospective customer has responded to previously.

Promote high-visibility, high-demand partner products with Camileon Heels footwear.Develop a compelling re-order incentive program.EmailAs we build our customer database, we will gather email addresses with opt-in

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permission to contact our customers and prospective customers via email and other electronic means, extending our reach and visibility with minimal resource allocation. Our email campaigns will include:

Offers to existing customers for additional [purchase opportunities]. e-Newsletter offering advice relevant to our [customers / clients / prospective

customers / partners / affiliates].Offer product enhancements / after-market products / latest models or releases

related products or services from our partners, etc. directly from the Web site. Emphasis will be on customer convenience, ready access, and quick response times.

Registration cards and periodic customer surveys will help us understand our customer, and measure the success of our marketing, sales and product activities. We plan to develop a customer information system that will help us make sound decisions by providing historical answers to the marketing questions we pose.

Affiliate ProgramsAffiliate Programs will be considered to generate higher volumes of traffic to our Web site. Affiliate programs are one of online marketing’s most popular tactics. This year’s National Retail Federation’s Shop.org State of Online Retailing study with Forrester Research reports that 55% of online marketers have affiliate programs, a number topped only by the 71% who use e-mail marketing and 62% who use paid search. 99% of those affiliate programs rate them as effective.

Trade ShowsCamileon Heels will participate in two specific, annual trade shows: The New York

Shoe Expo, and the Western Shoe Association shows. The following shows have been targeted for CH attendance and exhibition:

New York Shoe Expos, December, 2006 (exhibitor) and June 2007 (exhibitor)World Shoe Association, August, 2006 (attendee), and February, 2007 (exhibitor)

Camileon Heels, LLC.9.0 Internet Strategy

9.1 Internet Marketing & Internet Commerce via www. Camileonheels.com The Internet will play a major role in our business, as it will be the primary means of communicating information, providing visual representation and explanation of our technology, serve as a comprehensive site for any investor relations, and will serve as our primary distribution channel for selling direct-to-consumer (B2C) and business-to-business (B2B) via the Camileonheels.com Web site.

The Internet provides opportunities for sales, marketing, fulfillment, customer interaction and customer information, as well as opportunities to reach a wider audience, sell to customers, both individual and business, outside our local market and be located by search engines, adding millions to the potential customer pool. As Internet access and use increase globally, so will Camileon Heels’ market. Our products can be located, read about, viewed, demonstrated and purchased by customers anywhere on Earth with Internet access.

Specifically, the nature of our business model is greatly enhanced by Internet sales, and we recognize a clear need to have an impressive Internet presence. Our prospective customers appreciate being able to find additional information about our product, service, delivery times and options, availability, etc. online.

The challenge is to entice people to visit www.Camileonheels.com and order

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products, find precisely the information they want or need—easily, and create an incentive for them to return to our site for updates and future purchases. In 2006, www.Camileonheels.com was created to enable customers to learn about our company and technology, view products, purchase online, contact us, subscribe to Camileon Heels blog, and utilize customer-service options.

Camileon Heels will have the following elements to conduct e-commerce: • Our product • Our Web site – the place to display and sell our products• A way to get people to come to our Web site • A way to accept orders on-line • A way to accept money - a merchant account handling credit card payments

for our B2C customers. This piece requires a secure ordering page and a connection to a bank.

• A fulfillment facility to ship products to customers (often outsource-able). In the case of software and information, however, fulfillment can occur over the Web through a file download mechanism.

• A way to accept returns • A way to handle warrantee claims if necessary • A way to provide customer service (often through email, on-line forms, on-

line knowledge bases and FAQs, check the status of an order, etc.)

Further, customer participation in surveys, blogging, and wish lists will require customer sign-in, and provides an accurate address for future Camileon Heels mailings to them.

Camileon Heels will track on-line sales revenue based on reference codes (Sales Source Key) to measure the effectiveness of our various promotional and advertising vehicles. Most Camileon Heels literature and promotional materials will promote the online purchase option and company, product and service information available on our Web site. Online tracking features will also help us track where customers have clicked through from another site, and the areas they actually visit on our site.

Additionally, Camileon Heels will launch a cutting-edge business-to-business (B2B) Internet-based Web site by mid October, 2006. Our site will focus on unparalleled service to our entire retail account base regardless of their level of internal system sophistication. This web site will not only support the traditional Electronic Data Interchange (EDI) and Quick Stock Replenishment (QSR) requirements of all targeted major department and chain stores, but will offer a comprehensive support site for all our specialty stores. The site will act as a full informational portal about Camileon Heels and will allow new retail stores to register, which our sales force will administer. Additionally, the site will provide live-time support for our established retailers to check on order status, inventory availability and deliveries. The system will allow order placement and send acknowledgements back to our non-EDI customers on an automated basis confirming their orders. The site will also be completely interfaced with Camileon Heels accounting and warehousing platforms to seamlessly promote and expedite all orders, whether placed via EDI or non-EDI channels. Once orders are shipped, the system will transmit shipment acknowledgements back to our retailers, with tracking details, and an invoice.

9.2 Internet Marketing StrategyOur greatest challenge is to drive traffic to our Web site. Meeting this challenge will involve:

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Marketing Approach We will promote Camileon Heels’ Web site as if it were a product. For example: Camileon Heels’ media message will promote the ability to view our DVD demo on the ease, use, and functionality of our technology, which will only be available on-line. Compelling promotions will offer a downloadable demonstration of our product, online ordering, online payments, and exceptional customer service.

Camileon Heels will sell direct-to-consumer via its corporate Web site. Sales will be handled internally through automated technology that is integrated between our Web site and fulfillment house operations. Through our fulfillment center, a 24/7 call center will be available to our customers. All call center staff handling Camileon Heels customer calls will be trained by Camileon Heels with respect to our products, as they may require considerable customer education and post-sales support—directly from the company. Our price point, pricing structure and profits are such that our cost of sales warrants a "person-to-person" customer service strategy. Standards in call management and customer service will be set to enable call center personnel to effectively present our product(s) to our prospective customers in this market segment.

On-line Catalog & ShowroomCamileonheels.com will serve as an on-line store/catalog giving Camileon Heels customers a way to see everything they might need to see in order to make a buying decision. Including:

Answers to Commonly Asked Questions

Directory of Store locations that sell Camileon Heels

Customer quotes, success stories, case studies

Product Specifications

Camileonheels.com will act as an on-line Showroom providing:

Back-up for any Advertising & Direct Mail

Order Entry & Fulfillment

Low-cost fulfillment alternative worldwide.

Show examples of Camileon Heels footwear in action

Opportunities for customers to post their feedback and success stories

Key-Word SearchWhenever anyone uses a popular search engine to search for ‘women’s dress shoes, women’s career shoes, adjustable-height footwear, adjustable-height shoes, women’s shoes, etc., in Google, Overture, Yahoo!, Lycos, Excite, AltaVista, an advertisement or link to Camileon Heels’ Web site will appear.

Hot Links & Referral Incentives We plan to use strategically-placed hot links from other online locations such as Affiliate Program referral (Web sites, and portals, or forums, where we expect to have a presence). We will provide users with a compelling reason to come from a related site where Camileon Heels is referenced to our site. For example, from a Web site devoted to working women and footwear or fashion-related issues, an enticing graphic or line of text would hot link interested users to the Camileon Heels site. The link will emphasize adjustable-height capability, anytime, anywhere, to meet a woman’s need or desire. Thus, the links themselves become well-thought-out advertisements, and provide relevant, compelling reasons to click on the link to

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Camileonheels.com.

Strategic Marketing Alliances:Sites for Camileon Heels to link to include: www.oxygen.com, www.ivillage.com, www.lexusnexus.com, www.eworkingwoman.com, and any other sites that cater to women within our predefined target market have tremendous traffic and we can provide products and meet a need specific to their customers.

Online ResellersCamileon Heels plans to establish reseller relationships with online resellers to further extend our reach into our primary market segment. Our goal is to develop mutually beneficial relationships them. Camileon Heels may also consider establishing a “mirror” site featuring identical product descriptions to those on www.Camileonheels.com—the ordering mechanism has been removed to allow our resellers to enable their customers to access Camileon Heels’ product information, but return to the resellers’ order page for purchasing. This assists resellers to provide more Camileon Heels-related product information to their customers without risk of losing their sale.

ReportsAt the end of each month, Camileon Heels will receive comprehensive reports prepared by mediaSpa, its Web service provider. These reports will show how many visitors came to the site, where they came from (links from search engines or alliance partners’ sites or straight to Camileonheels.com), which company pages were hit most often (stack-ranked highest to lowest) and total sales.

Site maintenanceMediaSPA.com, of Rye, New York, has been selected to build-out the Camileon Heels Web site. MediaSPA is a full service web technology, development and design firm that has created and implemented leading-edge solutions for some of the world's most admired companies within the retail fashion industry. MediaSPA will also be responsible for all site maintenance.Privacy & SecurityData security and privacy are a key element in achieving market acceptance of our new online services. By addressing privacy and security issues, Camileon Heels will assure potential customers in their safety in on-line purchases with us and our goal is to have our online concept gain acceptance globally.

Camileon Heels, LLC.10.0 Research & Development

The first phase is already under way. Camileon Heels has begun the necessary research and development that will be required to maximize the efficiency of the technology in women’s dress footwear. R&D efforts are concentrating on incorporating all technology into one heel and sole mechanism or the creation of the alternative heel designs, styles and adjustable-heel mechanisms continue.

With the aid of angel or venture capital investment, the company will proceed to develop new technology that will apply to new and diverse designs in the women’s dress footwear market. This strategy will create a portfolio of shoe designs and offset Camileon Heels, LLC’s exposure to the footwear market in the medium-to-long term.

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Camileon Heels, LLC11.0 Organizational Structure

11.1 Executive Experience and Responsibilities Dr. David Handel serves as the Chief Technology Officer of Camileon Heels, LLC. He is a successful board-certified radiologist who has been in practice for over 20 years. His business experience, legal knowledge, and pro-active leadership are important strategic assets for Camileon Heels. Dr. Handel’s responsibilities include research and development of all technology design, dealing with legal issues, strategic planning, marketing, and providing the vision and leadership to take the company forward. His substantial technical abilities will underpin his major responsibilities which include managing the commercialization and application of current technologies and managing the R&D department of Camileon Heels.

Donna (Lauren) Handel serves as the Chief Executive Officer of Camileon Heels, LLC. Her primary responsibilities include overseeing all aspects of day-to-day business operations, objectives, and initiatives. She is responsible for overseeing the design and production of products, and directing all marketing and sales efforts. Her mission is to ensure the short and long-term profitability and growth of the company. She leads and directs the work of others, and is the public “face” of Camileon Heels.

Jeffrey W. Sirchio serves as Camileon Heels Chief Operations Officer. His primary responsibilities include overseeing all aspects of operations, including production, importation and distribution and accountability for accomplishments in productivity and cost improvements that contribute to significant profit increases within the company. As a seasoned manager, with an extensive background in manufacturing and retailing, he will also oversee initial retail and online sales and accounting, as well as determine all administrative databases and Web site operations.

Camileon Heels maintains its primary office in Ardmore, Pennsylvania. The initial staff required will be small, in that we will function as a “virtual” company. As the business grows within the end of the first year, additional staff will be required to handle and facilitate office operations, i.e., A CFO, Director of Sales, Director of Marketing, Design Director and administrative assistant. Additional independent contractors may continue to be required throughout the 3 year plan and as new products are developed and rollouts begin.

Camileon Heels, LLC.12.0 Risk Reduction Strategies

Camileon Heels is aware of the risks that may threaten the viability of its operation. The following summarizes the main risk reduction strategies implemented: • Intellectual property protection via patents, copyrights and design registration (Appendix VII);• Patent insurance and a patent defense fund developed income;• Injunction readiness, with patent attorneys ready at a moment's notice;• Completion of signed non-disclosure agreements with any individuals who are privy to any sharing of intellectual property and technology designs;• Continuing discussions with industrial designer to develop a diverse portfolio of technological innovations.

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Camileon Heels, LLC.13. Exit Strategy

We are focusing all our efforts at building a company and a brand. With respect to exit strategies, we view CH as having all the options available that any other start-up might have: selling the company privately or having an initial public offering.

Camileon Heels, LLC14. Financials

The following in formation in contained in the appendices section of this business plan:AssumptionsIncome Projections (Years 1-5)Statement of Cash Flow (Years 1 - 5)Balance SheetSelect Financial RatiosSelect Financial Projections

The following assumptions and facts impact the financial statements: •All figures are shown in US real dollars;• A significant proportion of our professional advice on accounting, intellectual property, market research and legal issues was provided prior to gratis and thus is not reflected in the financial statements: • The management team has also negotiated legal and other services on a contingency basis, thus reducing the financial risk and cash expenses;• Company policy is to avoid investment in substantial fixed assets, preferring to lease or hire such assets to enhance flexibility and conserve cash flow;

14.1 Fund Raising The initial seed capital for this business was contributed by Dr. Handel. These funds were used for the development and testing of prototypes, legal and other fees to define and protect intellectual property, establishing legal structure and travel costs, and initial manufacture of Camileon Heels footwear lines. In May, 2007, Camileon Heels began a private placement for angel funding, with the goal of raising $3 to $5 million dollars with a revolving LC line of $5 million.

Camileon Heels, LLC.15. Summary

Camileon Heels, LLC, has an exciting and profitable future, and an opportunity to revolutionize the women’s footwear industry. Camileon Heels will be well placed financially to commercialize several product lines related to iterations of Camileon Heels technology. Perusal of the following four pages of detailed financial spreadsheets will serve to detail a more complete financial picture. Included in these spreadsheets is specific information to support additional issues raised in the plan.

Appendices:

Exhibit I. Assumptions Exhibit II. Income Projections (Years 1-5)

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Statement of Cash Flow (Years 1 - 5) Balance Sheet Select Financial Ratios Select Financial Projections

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