LIMITED PARTNERSHIP AGREEMENT OF DOLLARAMA GROUP L.P.

Limited Partnership Agreement

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DOLLARAMA GROUP L.P. | DOLLARAMA GROUP GP INC. | DOLLARAMA HOLDINGS L.P.

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Title: LIMITED PARTNERSHIP AGREEMENT OF DOLLARAMA GROUP L.P.
Date: 5/30/2006

Exhibit 3.1(a)

DOLLARAMA GROUP GP INC.

as “ General Partner ”

and

DOLLARAMA HOLDINGS L.P.

as “ Founding Limited Partner ”

DOLLARAMA GROUP L.P.

LIMITED PARTNERSHIP AGREEMENT

As of November 11 ^th , 2004

TABLE OF CONTENTS


ARTICLE 1 INTERPRETATION		1

Section 1.1	Definitions	1
Section 1.2	Other Defined Terms	3
Section 1.3	Construction	3
Section 1.4	Severability	4
Section 1.5	Governing Law	4
Section 1.6	Limited Partner not Liable as a General Partner	4

ARTICLE 2 FORMATION AND BUSINESS OF THE PARTNERSHIP		4

Section 2.1	Formation	4
Section 2.2	Initial Contributions	5
Section 2.3	Firm Name of the Partnership	5
Section 2.4	Principal Place of Business	5
Section 2.5	Nature of Business	5

ARTICLE 3 RELATIONSHIP BETWEEN PARTNERS		5

Section 3.1	Status and Capacity of General Partner	5
Section 3.2	Status and Capacity of Partners	6
Section 3.3	Limitations on Authority of Limited Partners	6
Section 3.4	Restrictions on Partners	6
Section 3.5	General Partner Having Power of Attorney	6
Section 3.6	Irrevocability of Power of Attorney	7
Section 3.7	Affirmation of Exercise of Power of Attorney	7
Section 3.8	Other Activities of Limited Partners	7
Section 3.9	Other Activities of the General Partner	8
Section 3.10	Compliance with Laws	8
Section 3.11	Waiver of Participation and Transactions with the General Partner	8

ARTICLE 4 LIMITATION OF LIABILITY; INDEMNITY		8

Section 4.1	Unlimited Liability of General Partner	8
Section 4.2	Limited Liability of Limited Partners	8
Section 4.3	Limitation of Liability of General Partner	8
Section 4.4	Indemnity of Partnership	9

ARTICLE 5 CAPITAL		9

Section 5.1	Unlimited Capital	9
Section 5.2	Nature of Units	9


ARTICLE 6 ISSUE AND TRANSFER OF UNITS		9

Section 6.1	Subscription Price	9
Section 6.2	Payment of Subscription Price	9
Section 6.3	Admission of a General Partner or Limited Partner to the Partnership	9
Section 6.4	Pre-emptive Rights	10
Section 6.5	No Distribution to the Public	10
Section 6.6	Partners	10
Section 6.7	Recording of Transfer	10
Section 6.8	Effectiveness Conditional	10
Section 6.9	Unit Certificates	10
Section 6.10	Lost Unit Certificates	11

ARTICLE 7 CAPITAL ACCOUNT		11

Section 7.1	Capital Account	11
Section 7.2	Contribution by Limited Partners	11
Section 7.3	Restriction on Withdrawals	11

ARTICLE 8 PARTICIPATION IN PROFITS AND LOSSES		12

Section 8.1	Allocation to Partners Holding Units	12
Section 8.2	Distributions	12
Section 8.3	Determination of Income for Tax Purposes and Loss for Tax Purposes	12
Section 8.4	Allocation of Income for Tax Purposes and Loss for Tax Purposes	12
Section 8.5	Income Tax Credit Allocation	13

ARTICLE 9 MANAGEMENT OF THE PARTNERSHIP		13

Section 9.1	Authority of General Partner	13
Section 9.2	Powers of General Partner	13
Section 9.3	Name of Execution of Instruments and Authority	15
Section 9.4	Ostensible Authority of General Partner	15
Section 9.5	Delegation	15
Section 9.6	Title to Property	15
Section 9.7	Exercise of Power and Discharge of Duties	16
Section 9.8	Reimbursement of General Partner	16
Section 9.9	Commingling of Funds	16


ARTICLE 10 FINANCIAL MATTERS AND REPORTS		16

Section 10.1	Fiscal Period	16
Section 10.2	Books of Account	17
Section 10.3	Accounting Principles	17
Section 10.4	Access to Books and Records	17
Section 10.5	Appointment of Accountants or Auditor	17
Section 10.6	Revocation	17
Section 10.7	Annual Report	17

ARTICLE 11 CONSENT		17

Section 11.1	Majority	17

ARTICLE 12 CHANGE, RESIGNATION OR REMOVAL OF GENERAL PARTNER		18

Section 12.1	Resignation	18
Section 12.2	Bankruptcy or Dissolution	18
Section 12.3	Removal of General Partner	18
Section 12.4	Transfer of Management	18
Section 12.5	Transfer of Title	18
Section 12.6	Release	19
Section 12.7	New General Partner	19

ARTICLE 13 DISSOLUTION OF PARTNERSHIP		19

Section 13.1	Term	19
Section 13.2	Events of Dissolution	19
Section 13.3	Events Not Causing Dissolution	19
Section 13.4	General Partner as Liquidator and Receiver	19
Section 13.5	Sole Remaining Partner	20
Section 13.6	Distribution upon Liquidation	20
Section 13.7	Notices of Dissolution	20

ARTICLE 14 AMENDMENT		20

Section 14.1	Change of Partners	20
Section 14.2	Amendment by General Partner	21
Section 14.3	Notification	21
Section 14.4	Amendment with Approval of Limited Partners	21

ARTICLE 15 MISCELLANEOUS		21

Section 15.1	Notice	21

iii


Section 15.2	Binding Effect	21
Section 15.3	Further Assurances	21
Section 15.4	Counterparts	22
Section 15.5	Entire Agreement	22
Section 15.6	Language	22

LIMITED PARTNERSHIP AGREEMENT entered as of November 11 ^th , 2004.


BETWEEN:		DOLLARAMA GROUP GP INC., a corporation governed by the Canada Business Corporations Act with its registered office at 1155 René-Lévesque Blvd. W., 40th Floor, Montreal, Québec, H3B 3V2 (the “ General Partner ”);

AND:		DOLLARAMA HOLDINGS L.P., a limited partnership governed by the laws of the province of Québec, with its registered office at 1155 René-Lévesque Blvd. W., 40th Floor, Montreal, Québec, H3B 3V2, represented by Dollarama Holdings GP Inc., its general partner (the “ Founding Limited Partner ”).

ARTICLE 1

INTERPRETATION

Section 1.1 Definitions.

Where used herein or in any amendments hereto or in any communications required or permitted to be given hereunder, the following capitalized terms shall have the following meanings, unless the context otherwise requires:

“ Affiliate ”, describing the relationship between two Persons, has the meaning ascribed thereto in the Canada Business Corporations Act .

“ Civil Code ” means the Civil Code of Québec , as now enacted and as from time to time amended, re-enacted or replaced.

“ Declaration ” means the declaration of limited partnership required by Article 2190 of the Civil Code, as amended from time to time by amending declaration, filed or to be filed under the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons (Québec).

“ Distribution ”, “ Distributed ” and like words refer to amounts paid or to be paid or other property distributed or to be distributed by the Partnership to a Partner in respect of its interest in the Partnership, but do not include amounts paid or to be paid to a Partner in respect of property acquired by the Partnership from, services provided to the Partnership by, or money lent to the Partnership by such Partner.

“ Fiscal Period ” means a fiscal period of the Partnership.

“ General Partner ” means Dollarama Group GP Inc. or any Person admitted to the Partnership as a successor general partner, subject to the provisions of this Agreement.

“ Income for Tax Purposes ” and “ Loss for Tax Purposes ” mean, in respect of any Fiscal Period, income or loss for that Fiscal Period, including any taxable capital gain or allowable capital loss, determined in accordance with the provisions of the Tax Acts.

“ ITA ” means the Income Tax Act (Canada), S.C.R.S.C. 1985, c.C-1 and the regulations enacted thereunder as now enacted and from time to time amended, re-enacted or replaced.

“ Limited Partner ” means, initially the Founding Limited Partner, and includes each Person who is admitted as a special partner, subject to the provisions of this Agreement.

“ Net Income ” means, for any Fiscal Period, the net accounting income of the Partnership for the Fiscal Period, as determined under generally accepted accounting principles in Canada.

“ Net Loss ” means, for any Fiscal Period, the net accounting loss of the Partnership for the Fiscal Period, as determined under generally accepted accounting principles in Canada.

“ Partners ” means the General Partner, the Founding Limited Partner and any Person admitted to the Partnership as a Partner, subject to the provisions of this Agreement; and “ Partner ” means any one of the Partners.

“ Partnership ” means the limited partnership formed pursuant to the Civil Code as of the date hereof under the name Dollarama Group L.P., with its French version being Groupe Dollarama S.E.C.

“ Person ” means any individual, partnership, cooperation, company, association, trust joint venture, limited liability company, unincorporated organization entity or division or any government, governmental department or agency or political subdivision thereof.

“ Pro Rata Share ” means, when used in relation to a Partner at any time, the percentage represented by the number of Units held by such Partner divided by the total number of Units in the Partnership’s capital issued and outstanding at such time.

“ Register ” means the register of Units maintained by the General Partner pursuant to Section 9.7(a).

“ Securityholders Agreement ” means the securityholders agreement of Dollarama Capital Corporation as amended from time to time.

“ Subscription ” means a subscription by a Partner for partnership interests expressed as one or more Unit(s) and in a form acceptable to the General Partner.

“ Subscription Price ” means in respect of a Unit the amount to be contributed to the capital of the Partnership as consideration for the issue of that Unit.

“ Tax Acts ” means collectively the ITA, the Taxation Act and other similar provincial legislation.

“ Taxation Act ” means the Taxation Act (Québec), R.S.Q., c. I-3, and the regulations enacted thereunder as now enacted and from time to time amended, re-enacted or replaced.

“ Transfer ” means any direct or indirect transfer, sale, assignment or other disposition, or grant of a pledge, hypothecation, mortgage, security interest or other encumbrance.

“ Unit ” means an equal and undivided interest in the net assets of the Partnership acquired pursuant to a Subscription, a Transfer or otherwise, and outstanding as provided in this Agreement.

“ Unit Certificate ” means a certificate evidencing ownership by a Partner or by its principal of a Unit or Units in the form set out in Schedule A or such other form as is approved by the General Partner.

Section 1.2 Other Defined Terms.

In addition to the defined terms in Section 1.1, each of the following capitalized terms shall have the meaning ascribed thereto in the corresponding sections:


Term		Section
Capital Account		Section 7.1
Founding Limited Partner		Recitals

Section 1.3 Construction.

For purposes of this Agreement, except as otherwise expressly provided or as the context otherwise requires:

(a)

“ this Agreement ” or “ Agreement ” means this Limited Partnership Agreement as originally executed and as supplemented, amended or restated from time to time by one or more agreement(s) entered into pursuant to the applicable provisions of this Agreement;

(b)

words importing gender shall include both the masculine and feminine gender and words in the singular include the plural and vice versa ;

(c)

the headings used herein are provided for convenience only and shall not be used to interpret, define, broaden or limit the scope, extent or intent of this Agreement or any of its provisions;

(d)

the words “include” or “including” mean “include (or including) without limitation”;

(e)

all of the dollar amounts mentioned in this Agreement shall be in Canadian funds, unless otherwise specifically denominated;

(f)

a reference to a statute or code shall include every regulation made pursuant thereto, all amendments to the statute or code or to any such regulation in force from time to time, and any statute, code or regulation which supplements or supersedes such statute, code or any such regulation; and

(g)

accounting terms not otherwise defined shall have the meanings ascribed to them in accordance with generally accepted accounting principles in Canada.

Section 1.4 Severability.

The provisions of this Agreement shall be deemed to be severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

Section 1.5 Governing Law.

This Agreement shall be construed and enforced in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of the Province of Québec over any suit, action or proceeding arising out of or relating to this Agreement.

Section 1.6 Limited Partner not Liable as a General Partner.

Any provision of this Agreement which would have the effect of imposing on a Limited Partner, as such, any liabilities, obligations or powers of a General Partner shall be of no force and effect to the extent of such imposition.

ARTICLE 2

FORMATION AND BUSINESS OF THE PARTNERSHIP

Section 2.1 Formation.

The Partners hereby form the Partnership, a limited partnership under and pursuant to the Civil Code, effective the date hereof, in order to, in a spirit of cooperation, carry on any lawful activity, including those indicated in Section 2.5. The Partnership shall be governed by the rules on limited partnerships in the Civil Code in force on the date hereof, except as supplemented or legally modified herein.

Section 2.2 Initial Contributions.

Each of the General Partner and the Founding Limited Partner has contributed or will contribute cash to the capital of the Partnership, in the proportions set out below, in exchange for one (1) Unit per $1 contributed:


General Partner:	$	100
Founding Limited Partner:	$	200

Section 2.3 Firm Name of the Partnership.

The name of the Partnership is “Dollarama Group L.P.”, with its French version being “Groupe Dollarama S.E.C.”. The French and English versions of the name of the Partnership may be used together or separately. The Partnership may also conduct business under one or more “doing business as” name(s) as the General Partner may decide from time to time and as may be properly registered in each applicable jurisdiction.

Section 2.4 Principal Place of Business.

The principal place of business and head office of the Partnership will be at 1155 René-Lévesque Blvd. W., 40th Floor, Montreal, Québec, H3B 3V2 or at such other location in the Province of Québec as is from time to time determined by the General Partner and set out in the Declaration. The General Partner may also elect to have the Partnership maintain places of business, offices or investments at and in any other locations inside or outside of Canada as it deems appropriate in its entire discretion.

Section 2.5 Nature of Business.

The Partnership may engage in any lawful activity, without restriction, within any jurisdiction in the world, without restriction. Without limitation to the foregoing, the Partnership may engage as a partner in the business of operating a retail business.

ARTICLE 3

RELATIONSHIP BETWEEN PARTNERS

Section 3.1 Status and Capacity of General Partner.

The General Partner hereby represents and warrants to and covenants with each other Partner that the General Partner:

(a)

is and will continue to be a valid and subsisting corporation under the federal laws of Canada or such other jurisdiction under which the General Partner may be continued, or under which a successor to the General Partner may be incorporated or continued; and

(b)

has and will continue to have the capacity and the authority to enter into and be bound by this Agreement, act as the General Partner and perform its obligations under this Agreement without conflicting with its Articles of Incorporation or any agreement by which it is bound and without being in default under any such articles or any agreement by which it is bound.

Section 3.2 Status and Capacity of Partners.

Each Partner, other than the General Partner, represents and warrants to and covenants with each other Partner that such Partner has and will continue to have the capacity and authority to enter into and be bound by this Agreement and will provide such evidence thereof as the General Partner may reasonably require.

Section 3.3 Limitations on Authority of Limited Partners.

Subject to Article 13, no Partner other than the General Partner shall be entitled to (a) take part in the administration, management, control or operation of the business of the Partnership, (b) transact any business on behalf of the Partnership or make any commitment on behalf of or otherwise obligate or bind the Partnership, (c) in its capacity as a Partner, make any commitment on behalf of or otherwise obligate or bind any other Partner, or (d) in its capacity as Partner, be a party to any litigation involving a claim by or against the Partnership other than in respect of its rights and obligations as Limited Partner.

Section 3.4 Restrictions on Partners.

Except as expressly provided for in this Agreement, no Partner may (a) in its capacity as a Partner, file or record, or permit to be or remain filed or recorded against any property of the Partnership, any hypothec, mortgage, charge, privilege, lien, security interest or other encumbrance in respect of its interest in the Partnership; or (b) seek to compel a partition or sale, judicial or otherwise, of any property of the Partnership or otherwise require any property of the Partnership to be Distributed to any Partner in kind.

Section 3.5 General Partner Having Power of Attorney.

Each Partner hereby nominates, constitutes and appoints the General Partner, as its true and lawful attorney on its behalf with full power and authority (including the power of substitution), in its name, place and stead to make, execute, sign, swear to, acknowledge, deliver, make and file or record when, as and where required:

(a)

this Agreement, the Register, the Declaration, any supplement, amendment to and restatement of this Agreement or the Declaration or any other instrument, in each case, to the extent required to qualify, form, continue and keep the Partnership in good standing in, or otherwise required to comply with the laws of, any jurisdiction in which the Partnership may carry on business or own property, including any amendment to this Agreement, the Declaration or the Register necessary to reflect any change in the Partners or in ownership of a Unit, and the General Partner is hereby expressly granted the right to insert the name of any and all of the Partners in such documents;

(b)

any instrument or amendment to the Declaration necessary to reflect any amendment to this Agreement made in accordance with this Agreement;

(c)

subject to Article 13, any instrument of transfer or other document required in connection with the dissolution, liquidation or termination of the Partnership;

(d)

any instrument, deed, agreement, certificate, declaration or document executed by the General Partner in carrying on the business of the Partnership as authorized in this Agreement;

(e)

all elections, determinations or designations under the Tax Acts or any other taxation or other legislation or similar laws of Canada or of any other jurisdiction in respect of the affairs of the Partnership or of a Partner’s interest in the Partnership;

(f)

any instrument required to be filed with any organization or governmental body and any documents in connection with the business of the Partnership or this Agreement;

(g)

any instrument relating to the admission of additional Partners or substitution thereof, subject to the provisions of this Agreement; and

(h)

any instrument in its name and on its behalf which may be deemed necessary to give effect to a Transfer of Units made in accordance with this Agreement.

Section 3.6 Irrevocability of Power of Attorney.

The power of attorney granted in Section 3.5 shall survive the death, disability or bankruptcy of any Partner other than the General Partner or the assignment by any such Partner of all or any part of its interest in the Partnership, extend to and bind the heirs, executors, administrators and other legal representatives and successors, trustees and assigns of such Partner, and may be exercised by the General Partner on behalf of another Partner in executing any instrument by listing therein or in a schedule thereto the name of such Partner together with the names of any other Partners and executing such instrument with a single signature as attorney and mandatory for all of them.

Section 3.7 Affirmation of Exercise of Power of Attorney.

Each Partner shall be bound by any action taken by the General Partner pursuant to such power of attorney and waives any and all defenses which may be available to contest, negate or disaffirm any action of the General Partner taken in good faith under such power of attorney.

Section 3.8 Other Activities of Limited Partners.

A Limited Partner and any of its Affiliates may engage in or hold a direct or indirect interest in any other business, venture, investment or activity whether or not similar to or in competition with the business of the Partnership. This shall be deemed not to be in conflict of

interest with the Partnership and the Limited Partner and its Affiliates, as the case may be, shall not be liable to account therefor to the Partnership or any Partner.

Section 3.9 Other Activities of the General Partner.

Without limitation, the General Partner may, notwithstanding the existence of this Agreement, exercise all the activities as it so elects, whether they are similar or in competition with activities of the Partnership or not, without any obligation to offer an interest in such activities to the Partnership or to any party to this Agreement or on account therefor to them.

Section 3.10 Compliance with Laws.

The Limited Partners will, on request by the General Partner, immediately execute all certificates and other instruments or documents necessary to comply with any law for the continuation and good standing of the Partnership.

Section 3.11 Waiver of Participation and Transactions with the General Partner.

Without limitation, neither the General Partner nor any of its Affiliates shall be required to offer or make available to, nor to account for, to the Partnership any property or other business or investment oppo

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