OVERVIEW

Since 1954, Shoebox New York® has been New York's top women's multi-brand retailer for luxury footwear, handbags and accessories. Known for its vast product assortment and trend-setting styles from top European and American designers, Shoebox New York garnered a dedicated following of sophisticated women.

NexCen acquired the intellectual property assets of Shoebox New York in November 2007. In January 2008, NexCen, VCS Group, LLC (Camuto Group) and TSBI Holdings, LLC (TSBI) entered into a joint venture agreement for the development of the Shoebox New York brand. The Camuto Group is a leading organization that specializes in the design, development and distribution of women's fashion footwear. The existing Shoebox New York locations are owned by TSBI, which is operated by the Kirschenbaum family, who have owned and operated the stores since 1954. TSBI operates the founder-stores under the terms of a license agreement from the joint venture. During the past year, NexCen has remodeled Shoebox New York from a family-operated business into a franchise concept with a signature store layout and standardized operational procedures.

Shoebox New York continues this tradition by offering high-quality, high-fashion shoes and accessories in franchised stores in the U.S. in New York and Florida and now internationally in Vietnam & South Korea.

Shoebox New York is poised to become the first multi-brand luxury women's footwear franchise in the world.

FREQUENTLY ASKED QUESTIONS

Q. How much does it cost to open a Shoebox New York®?
A. The total start up investment for a Shoebox New York franchise ranges depending on U.S. Region or country. Review Item 7 of the Federal Disclosure Document and consult with your Franchise Development Manager regarding your particular situation.

Q. What is the initial franchise fee and royalty payments?
A. The initial franchise fee for a single store in the USA is US$39,900, which is paid in full at the time you execute the franchise agreement. Development fees for multiple stores are additional. The ongoing royalties are 5% of your net sales and 2% for the Marketing Support Fund (MSF). For International prospects, Master Franchise fees vary per country. Please contact us directly for more information.

Q. What do I receive for the franchise fee and royalty payments?
A. You are granted the right to own and operate a Shoebox New York store for ten years provided that you comply with certain terms and conditions. In addition, you receive:

• Ongoing enrollment in our training program at GFG University.
• The right to use Shoebox New York trademarks, training and support as outlined in our Operating Manual.
• Real estate support with in the Unites States.
• The benefit of our prototype store and staff consultation during the construction of your store.
• A full set of training manuals to assist you in operating your store.
• Assistance in ordering your inventory and supplies.
• Tools to facilitate planning your Grand Opening.
• On-site assistance prior to and during your store opening, and on a regular basis thereafter.
• The use of our established supply sources, including negotiated prices that could likely be attained by being an independent foot wear and accessory store owner.
• The use of merchandising support programs, product tie-ins and seasonal promotions that are developed to attract new customers, cultivate, and enhance customer loyalty and maximize the frequency visits.

Q. What are the minimum requirements for franchise candidates?
A. To ensure that our franchisees will be able to qualify with both lenders and landlords, we require that potential franchisees with in the United States have at least US$150,000 in liquid (cash) capital and US$350,000 net worth. In addition, footwear and/or retail experience is desired.

Q. How much can I make as a Shoebox New York franchisee?
A. We only provide earnings claim in our Federal Disclosure Document. Please refer to Item 19 of that document for more information. We recommend that prospective franchisees make their own independent investigation to determine whether or not the franchise will be profitable. We can provide you with a detailed listing of our current franchisees and developers, whom you may contact directly to discuss sales figures or earnings.

Q. Can a store be purchased as an investment with out me being the full time manager?
A. Yes, but you need a qualified manager to operate the store. We have found that the more involved the franchisee it, the more successful the store will be. So we require that every franchisee attend the company's training headquartered in Norcross, Georgia in the United States.

Q. What is the size of a typical store?
A. It ranges between 1,000 and 2,000 square feet (meter square/ m²)

Q. Do we honor U.S. military veteran's discount?
A. Yes we do. We find that military veterans make very good franchisees and we are always looking for these individuals to be a part of our system. We offer a 15% discount off the initial franchise fee for U.S. military veterans.

Q. Are multiple store opportunities available?
A. We highly encourage Area Development Agreements in the United States and Master Franchise Agreements internationally. For qualified franchisees who desire the right to develop multiple stores within a designated territory, we offer the opportunity to enter into an Area Development Agreement with us to develop a mutually agreed upon number of stores in accordance with a specified development schedule. The number of stores to be opened in a particular area is dependent upon a number of factors such as population density, demographic data, the number of potential locations for stores, and the presence of competition. During the term of the Area Development Agreement, we may not open, nor permit others to open, stores operating under the Shoebox New York marks in the territory for as long as the Area Development Agreement is in effect. International Master Franchise agreement is when a master franchisee can open and operate multiple stores with the additional possibility of sub-franchising within a defined territory. The territory is typically a state, a single country or group of neighboring countries and the one time "country fee" or "master fee" is based upon the potential store development with in the territory. The amount of monthly and the possibility of participating in the Marketing Support Fund may vary.

Q. What are the next steps and timeframes for the process of buying the franchise?
A. Once the application is submitted and approved, we can complete the steps leading to the signature of a US based franchise agreement within 30 days depending upon how quickly a prospective franchisee proceeds. However, it may take longer. Before qualifying you as a franchisee, we will require your submission of certain documents, as well as a credit and background check. We estimate that the typical length of time between signing a Franchise Agreement and opening your store is approximately six to nine months. Again, it may take longer, with real estate being the most common delay. Factors affecting this length of time include, among others: ability to select a site and negotiate a satisfactory lease; hiring of the requisite employees; successful completion of initial training; local ordinances or community requirements; delivery of fixtures, equipment, and signs; the availability of inventory; issuance of all necessary licenses, permits and approvals; and procuring required insurance. You are required to open the store within 18 months after executing the Franchise Agreement and within 120 days after possession of the site is delivered to you by your landlord. After signing a Franchise Agreement, securing a lease and initiating building plans and permits, a store can be ready for grand opening approximately ten weeks after permitting is finalized. Our goal is to help you open your store in a timely fashion, but with the correct preparation so you launch your business with a solid foundation.