NOW THEREFORE, by consent, the Superintendent, considering that it would be in the public interest to do so, orders:

1.		pursuant to section 144(1)(b) of the Securities Act, S.B.C. 1985, c. 83 (the "Act"), that all trading in the shares of Rolls Race cease;
2.		pursuant to section 144(1)(c) of the Act, that all exemptions described in sections 30 to 32, 55, 58, and 80 and 81 to not apply to Anderson for a period of ten years from the date of this Order; and
3.		pursuant to section 144(1)(d) of the Act, that Anderson is prohibited from becoming or acting as a director or officer of any reporting issuer for a period of ten years from the date of this Order.

1.

As the basis for the orders referred to in paragraphs 2 and 3 of this agreement, Anderson, on his own behalf and on behalf of Rolls Race, acknowledges the following facts to be correct:

(a)		Anderson presently resides in Sooke, British Columbia;
(b)		Rolls Race Games Inc. is a private corporation incorporated under the Canada Business Corporations Act on May 31, 1985 and extra-provincially registered in Alberta on January 25, 1988;
(c)		Anderson was at all material times the sole director and officer of Rolls Race;
(d)		between November 1987 and April 1988, Rolls Race distributed Class B securities to individuals resident in British Columbia (the "Class B Trades"), as well as with residents of Alberta and Saskatchewan;
(e)		between June 1988 and August 1989, Rolls Race distributed Class A securities to individuals resident in British Columbia (the "Class A Trades"), as well as with residents of Alberta and Saskatchewan;
(f)		Anderson was aware that the Class B Trades and the Class A Trades were made without a receipt being issued for a prospectus and without a prospectus exemption, contrary to section 42 of the Securities Act, S.B.C. 1985, c. 83 (the "Act");
(g)		Anderson and Rolls Race were not registered to trade in Class B and Class A shares of Rolls Race and had no registration exemption, contrary to section 20 of the Act;
(h)		Rolls Race carried on business in British Columbia and was not registered under the Company Act, R.S.B.C. 1979, c. 59 (the "Company Act"), contrary to section 321 of the Company Act;
(i)		On June 21, 1990 the Alberta Securities Commission held a hearing and issued a decision which found that Anderson and Rolls Race had traded in securities without complying with the Alberta Securities Act, and ordered that Anderson and Rolls Race be cease traded and denied all exemptions under the Alberta Securities Act for a period of five years; and
(j)		on March 18, 1991 the Saskatchewan Securities Commission (the "Saskatchewan Commission") laid an Information with respect to Anderson and Rolls Race and served Anderson with a Summons.  Anderson failed to appear in accordance with the Summons and an arrest warrant was issued on June 18, 1991. In addition, the Saskatchewan Commission entered into an Agreement and Undertaking with Anderson and Rolls Race and issued a cease trade order on June 14, 1991. The Saskatchewan Commission ordered that Rolls Race and Anderson be cease traded and denied all exemptions under the Saskatchewan Securities Act for the rest of its corporate life and for the rest of Anderson's life, respectively.

2.		Anderson consents to an order of the Superintendent removing his statutory exemptions under the Act for a period of ten years and prohibiting him from acting as a director or officer of any reporting issuer in British Columbia for a period of 10 years.
3.		Rolls Race consents to an order of the Superintendent ceasing all trading in its securities.
4.		Anderson and Rolls Race waive any right they may have under the Act or otherwise, to a hearing, hearing and review, judicial review or appeal related or incidental to this Agreement or any related orders.

"Kevin Anderson"

ROLLS RACE GAMES INC.

	Per:	"Kevin Anderson"
		Authorized Signatory