Second Cup Ltd., The. - MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - issuer has one beneficial security holder- issuer deemed to have ceased to be a reporting issuer.

Subsection 1(6) of the OBCA - issuer deemedto have ceased to be offering its securities to the public underthe Business Corporations Act (Ontario).

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c.S.5, as am.,ss.1(1), 6(3) and 83.
Business Corporations Act, R.S.O. 1990, c.B.16, as am., s.1(6).

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA, SASKATCHEWAN, ONTARIO,
QUEBEC, NOVA SCOTIA AND
NEWFOUNDLAND AND LABRADOR

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
THE SECOND CUP LTD.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta, Saskatchewan, Ontario, Quebec, Nova Scotia and Newfoundlandand Labrador (the "Jurisdictions") has received anapplication from The Second Cup Ltd. (the "Issuer")for:

(i) a decision pursuant to the securities legislationof the Jurisdictions (the "Legislation") that theIssuer be deemed to have ceased to be a reporting issuer underthe Legislation; and

(ii) in Ontario only, an order pursuant tothe Business Corporations Act (Ontario) (the "OBCA")that the Filer be deemed to have ceased to be offering its securitiesto the public;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System")the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS the Issuer has representedto the Decision Makers that:

1. The Issuer is a corporation governed by theOBCA with its registered office located at 175 Bloor StreetEast, South Tower, Suite 801, Toronto, Ontario, M4W 3R8.

2. The Issuer is a reporting issuer in all ofthe Jurisdictions and is not in default of any requirementsunder the Legislation.

3. The Issuer's authorized capital consists of an unlimitednumber of common shares (the "Common Shares") of which9,760,274 are issued and outstanding, and an unlimited numberof preference shares of which none are issued and outstanding.

4. The Issuer does not intend to seek publicfinancing by way of an offering of its securities.

5. As a result of a take-over bid and the subsequentcompulsory acquisition procedures, Cara Operations Limited beneficiallyowns all of the issued and outstanding securities of the Issuer.

6. The Common Shares were de-listed from TheToronto Stock Exchange as of the close of business on March4, 2002 and no securities, including debt securities, of theIssuer are listed or traded on any market or exchange.

7. Other than the Common Shares, the Issuerhas no securities, including debt securities, outstanding

AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION OF the Decision Makersunder the Legislation is that the Issuer is deemed to have ceasedto be a reporting issuer under the Legislation.

April 30, 2002.

"John Hughes"

AND IT IS HEREBY ORDERED by the OntarioSecurities Commission pursuant to subsection 1(6) of the OBCAthat the Filer is deemed to have ceased to be offering its securitiesto the public for the purposes of the OBCA.

April 30, 2002.

"Howard I. Wetston"      "Theresa McLeod"