ANY
SUBSIDIARY (OTHER THAN FOR SERVICES AS EMPLOYEES, OFFICERS AND DIRECTORS),
INCLUDING ANY CONTRACT, AGREEMENT OR OTHER ARRANGEMENT PROVIDING FOR THE
FURNISHING OF SERVICES TO OR BY, PROVIDING FOR RENTAL OF REAL OR PERSONAL
PROPERTY TO OR FROM, OR OTHERWISE REQUIRING PAYMENTS TO OR FROM ANY OFFICER,
DIRECTOR OR SUCH EMPLOYEE OR, TO THE KNOWLEDGE OF THE COMPANY OR ANY SUBSIDIARY,
ANY ENTITY IN WHICH ANY OFFICER, DIRECTOR, OR ANY SUCH EMPLOYEE HAS A
SUBSTANTIAL INTEREST OR IS AN OFFICER, DIRECTOR, TRUSTEE OR PARTNER, IN EACH
CASE IN EXCESS OF $50,000 PER YEAR, WITH THE EXCEPTION OF THE LEASE WITH RIPTIDE
IN ORLANDO, FL OTHER THAN (I) FOR PAYMENT OF SALARY OR CONSULTING FEES FOR
SERVICES RENDERED, (II) REIMBURSEMENT FOR EXPENSES INCURRED ON BEHALF OF THE
COMPANY OR ANY SUBSIDIARY AND (III) FOR OTHER EMPLOYEE BENEFITS, INCLUDING STOCK
OPTION AGREEMENTS UNDER ANY STOCK OPTION PLAN OF THE COMPANY.
(R)
SARBANES-OXLEY; INTERNAL ACCOUNTING CONTROLS.
EACH OF THE
COMPANY AND ITS SUBSIDIARIES IS IN MATERIAL COMPLIANCE WITH ALL PROVISIONS OF
THE SARBANES-OXLEY ACT OF 2002 WHICH ARE APPLICABLE TO IT AS OF THE CLOSING
DATE.
THE COMPANY AND THE SUBSIDIARIES MAINTAIN A SYSTEM OF INTERNAL ACCOUNTING
CONTROLS SUFFICIENT TO PROVIDE REASONABLE ASSURANCE THAT (I) TRANSACTIONS ARE
EXECUTED IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATIONS,
(II) TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT PREPARATION OF FINANCIAL
STATEMENTS IN CONFORMITY WITH GAAP AND TO MAINTAIN ASSET ACCOUNTABILITY, (III)
ACCESS TO ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR
SPECIFIC AUTHORIZATION, AND (IV) THE RECORDED ACCOUNTABILITY FOR ASSETS IS
COMPARED WITH THE EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE ACTION
IS TAKEN WITH RESPECT TO ANY DIFFERENCES.
EACH OF THE COMPANY AND ITS
SUBSIDIARIES HAS ESTABLISHED DISCLOSURE CONTROLS AND PROCEDURES (AS DEFINED IN
EXCHANGE ACT RULES 13A-15(E) AND 15D-15(E)) FOR THE COMPANY AND ITS SUBSIDIARIES
AND DESIGNED SUCH DISCLOSURE CONTROLS AND PROCEDURES TO ENSURE THAT MATERIAL
INFORMATION RELATING TO THE COMPANY, INCLUDING ITS SUBSIDIARIES, IS MADE KNOWN
TO THE CERTIFYING OFFICERS BY OTHERS WITHIN THOSE ENTITIES, PARTICULARLY DURING
THE PERIOD IN WHICH THE COMPANY'S MOST RECENTLY FILED PERIODIC REPORT UNDER THE
EXCHANGE ACT, AS THE CASE MAY BE, IS BEING PREPARED.
THE COMPANY'S CERTIFYING
OFFICERS HAVE EVALUATED THE EFFECTIVENESS OF THE COMPANY'S CONTROLS AND
PROCEDURES AS OF THE DATE PRIOR TO THE FILING DATE OF THE MOST RECENTLY FILED
PERIODIC REPORT UNDER THE EXCHANGE ACT (SUCH DATE, THE "EVALUATION DATE").
THE
COMPANY PRESENTED IN ITS MOST RECENTLY FILED PERIODIC REPORT UNDER THE EXCHANGE
ACT THE CONCLUSIONS OF THE CERTIFYING OFFICERS ABOUT THE EFFECTIVENESS OF THE
DISCLOSURE CONTROLS AND PROCEDURES BASED ON THEIR EVALUATIONS AS OF THE
EVALUATION DATE.
SINCE THE EVALUATION DATE, THERE HAVE BEEN NO SIGNIFICANT
CHANGES IN THE COMPANY'S (OR ANY SUBSIDIARY'S) INTERNAL CONTROLS (AS SUCH TERM
IS DEFINED IN ITEM 307(B) OF REGULATION S-K UNDER THE EXCHANGE ACT) OR, TO THE
COMPANY'S (OR ANY SUBSIDIARY'S) KNOWLEDGE, IN OTHER FACTORS THAT COULD
SIGNIFICANTLY AFFECT THE COMPANY'S (OR ANY SUBSIDIARY'S) INTERNAL CONTROLS.
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAVE