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ISee3D Seeks Debt Financing

ISee3D Inc. announced that it plans a private placement of $1 million to $1.65 million in debt financing.

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Unedited press release follows:

ISee3D Announces Debt Financing

TORONTO, ONTARIO–(Dec. 6, 2010) – ISee3D Inc. (TSX VENTURE:ICT) (“ISee3D” or the “Company”) is pleased to announce that, subject to the approval of the TSX Venture Exchange, it intends to carry out a private placement of promissory debt units (the “Financing”). The Financing will entail proceeds of $1,000,000 in the first tranche, with a $650,000 option for a second tranche contingent upon the signing of a major consumer contract by the Company (the “Debt Units”). Each Debt Unit will be issued at a price of $50,000 and will entitle the holder thereof to receive $3,000 of interest per year (6% per annum) for a period of three years. The Company has the option to repay the Debt Units at any time after the first year without penalty. The interest portion of the Debt Units will be due on a semi-annual basis.

In addition, each Debt Unit contains 89,646 warrants, with each warrant exercisable into one common share of the Company at $0.40 per share for a period of three years (the “Debt Warrants”). The Debt Warrants have an acceleration clause should, after four months after the close of the Promissory Debt financing, the closing price of the Company’s common shares is at or above $0.60 per common share for 21 consecutive trading days. Written notice will be provided to the Debt Unit holders advising that they have 30 days to exercise the Debt Warrants, which will expire worthless on the 31st day.

Proceeds from this Financing will be used to fund the Company’s marketing programs, establish licensing agreements and for general working capital purposes.

Dwight Romanica, the Company’s Chief Executive Officer, will participate in the Financing in the amount of $150,000, demonstrating his commitment and continued support of the Company. Mr. Romanica stated: “As both the CEO and a shareholder, I am very pleased at the way this financing was structured and to have worked with Union to bring in institutional funding.” He added: “This financing gives us the extra capital needed to further develop our asset base of patents, as well as increase our focus on sales activities, building partnerships with manufacturers across the industry segments that benefit most from our single lens 3D solution. ISee3D has developed tremendous growth potential over the past year, and this financing will allow us to fully capitalize on the significant advancements in both our technology and our understanding of the marketplaces best served by that technology.”

The Company has agreed to pay a cash finder’s fee equal to 5% of the gross proceeds and issue 180,000 non-assignable agent’s warrants (the “Agent’s Warrants”) to Union Securities Ltd. (“Union”), which has agreed to act on a best efforts agency basis with respect to the Financing. The Agent’s Warrants will have the same terms as the Debt Warrants.

All of the securities issued under the Financing will be subject to a hold period expiring four months and one day from the date of issuance.

About ISee3D
ISee3D is driving the universal adoption of 3D single lens capture – from consumers and Hollywood to health care and military. The company is introducing the first commercially feasible single lens, single camera 3D capture technology. Scalable in size from one mm in diameter to more than over 250 mm, the patented technology can be applied across many devices. Through its patented optical switch technology, ISee3D continues to aggressively pursue the best in 3D innovation to ensure an immersive 3D viewing experience, rather than the traditional two lenses or 2D conversion approaches that are the current standard. The company is headquartered in Toronto with offices in Vancouver and Montreal.