Securities Law & Instruments

IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF
CARA OPERATIONS LIMITED AND THE SECOND CUP LTD.

ORDER
(Subsection 127(1))


UPON the application of Cara Operations Limited ("Cara") to the Ontario Securities Commission (the "Commission") for an order pursuant to clauses 2 and 3 of subsection 127(1) of the Act that trading cease and exemptions not apply in respect of any securities issued, or to be issued, under or in connection with the shareholder rights plan adopted November 29, 2001 (the "Rights Plan") by The Second Cup Ltd. ("Second Cup");

AND UPON considering the evidence and submissions of staff of the Commission and counsel for Cara and Second Cup presented at a hearing on January 8, 2002, called for that purpose;

AND UPON the Commission being of the opinion that it is in the public interest to make this order;

IT IS ORDERED pursuant to clause 2 of subsection 127(1) of the Act that trading cease in respect of any securities issued, or to be issued, under or in connection with the Rights Plan;

AND IT IS FURTHER ORDERED pursuant to clause 3 of subsection 127(1) of the Act that the exemptions from the prospectus and registration requirements contained in sections 35, 72 and 73 of the Act shall not apply to any trade in securities of Second Cup pursuant to or in connection with the Rights Plan.


DATED January 9, 2002.

"Paul M. Moore" "R. Stephen Paddon" "H. Lorne Morphy"