Cara Operations Limited and The Second Cup Ltd.

INTHE MATTER OF

THESECURITIES ACT,

R.S.O.1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

INTHE MATTER OF

CARAOPERATIONS LIMITED AND THE SECOND CUP LTD.

ORDER

(Subsection127(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 respectof any securities issued, or to be issued, under or in connectionwith 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 ofstaff of the Commission and counsel for Cara and Second Cuppresented at a hearing on January 8, 2002, called for that purpose;

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

IT IS ORDERED pursuant to clause 2 of subsection127(1) of the Act that trading cease in respect of any securitiesissued, or to be issued, under or in connection with the RightsPlan;

AND IT IS FURTHER ORDERED pursuant to clause3 of subsection 127(1) of the Act that the exemptions from theprospectus and registration requirements contained in sections35, 72 and 73 of the Act shall not apply to any trade in securitiesof Second Cup pursuant to or in connection with the Rights Plan.

January 9, 2002.

"Paul M. Moore"      "R. Stephen Paddon"