Trilogy Retail Enterprises LP., Chapters Inc. & Future Shop Ltd.

UPON the application of Trilogy Retail Enterprises L.P. (Trilogy) to the Ontario Securities Commission (the Commission) for:

(a)a permanent order 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 shareholder rights plan dated April 17, 2000 (the Rights Plan) of Chapters Inc. (Chapters); and

(b)a permanent order 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 by Chapters pursuant to or in connection with the Rights Plan;

AND UPON considering the evidence and submissions of staff of the Commission and counsel for Chapters, Trilogy and Future Shop Ltd. presented at a hearing called for that purpose;

AND UPON the Commission being of the opinion that it is in the public interest to make these permanent orders;

IT IS ORDERED pursuant to:

1.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

2.clause 3 of subsection 127(1) of the Act that the exemptions contained in sections 35, 72 and 73 of the Act shall not apply to any trade in securities by Chapters pursuant to or in connection with the Rights Plan.

January 21, 200.

R. Stephen Paddon, Derek Brown, Howard I. Wetston