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                                CERTIFICATION OF

               CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

I, Henry Mandell, certify that:

      1. In my capacity as Chief Executive Officer and Chief Financial Officer,
I have reviewed this annual report on Form 10-K of Spatializer Audio
Laboratories, Inc. (the "Company").

      2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:

            (a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

            (b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

            (c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

      5. I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the registrant's board of
directors:

            (a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls: and

            (b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and


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      6. I have indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

      7. A signed original of this written statement required by Section 906 of
the Sarbannes-Oxley of 2002 has been provided to the Company to be retained by
the Company and furnished to the Securities and Exchange Commission or its staff
on request.

Date: March 25, 2003

                                           By: /s/ HENRY R. MANDELL
                                               ---------------------------------
                                               Henry R. Mandell
                                               Chairman, Chief Executive Officer
                                               and Chief Financial Officer


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