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BLAKELEY & BLAKELEY LLP 100 Park Avenue, Suite 1600 New York, NY 10017 Telephone: (212) 984-1033 Facsimile: (212) 880-6499 Scott E. Blakeley Ronald A. Clifford Counsel to The Official Committee of Unsecured Creditors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: METROPARK USA, INC., Case No. 11-22866 (RDD) Debtor. Chapter 11

MONTHLY FEE STATEMENT OF BLAKELEY & BLAKELEY LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM JULY 1, 2012 THROUGH JULY 31, 2012 Blakeley & Blakeley LLP ("B&B"), counsel to the Official Committee of Unsecured Creditors (the "Committee") of Metropark USA, Inc. (the "Debtor"), hereby submits this Fifteenth Monthly Fee Statement (the "Monthly Fee Statement") for interim allowance of compensation for professional services rendered by B&B to the Committee for the period of July 1, 2012 through July 31, 2012 (the "Fee Statement Period"). This Fee Statement is made pursuant to the Order Pursuant to Sections 105(a) and 331 of the Bankruptcy Code and Bankruptcy Rule 2016(a) Establishing Procedures for Interim Monthly Compensation and Reimbursement of Expenses of Professionals, entered on May 24, 2011, standing General Order M-412 of the Bankruptcy Court for the

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Southern District of New York, Sections 105(a) and 331 of the Bankruptcy Code, Rule 2016(a) of the Local Rules of the Bankruptcy Court for the Southern District of New York, and applicable United States Trustee Guidelines. In support of this Monthly Fee Statement, B&B represents as follows: Name of Professional: Authorized to provide professional services to: Date of retention: Blakeley & Blakeley LLP The Official Committee of Unsecured Creditors

Order entered on May 26, 2011 [Docket No. 165] authorizing employment of B&B nunc pro tunc to May 10, 2011

Period for which compensation and reimbursement is sought: Amount of compensation sought as actual, reasonable and necessary:

July 1, 2012 through July 31, 2012

$3,314.00

$2,651.20 80% of compensation sought as actual, reasonable and necessary: Amount of reimbursement sought as actual, reasonable and necessary: $91.80

/// ///

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STATUTORY BASIS 1. The statutory predicates for the relief requested herein are: (i) sections

328, 330 and 331 of the Bankruptcy Code; (ii) Rule 2016 of the Bankruptcy Rules; (iii) Rule 2016-1 of the Local Bankruptcy Rules; and (iv) the Monthly Compensation Procedures Order (defined below). PROCEDURAL BACKGROUND 2. On May 2, 2011, the Debtor filed its voluntary petition for relief under

Chapter 11 of the Bankruptcy Code. 3. On May 6, 2011, the Office of the United States Trustee appointed the

Committee in the above-referenced case pursuant to Section 1102(a)(1) of the Bankruptcy Code. EMPLOYMENT OF PROFESSIONAL 4. On May 26, 2011, the Court entered its Order authorizing the

employment of B&B as counsel to the Official Committee of Unsecured Creditors, nunc pro tunc to May 10, 2011. ORDER ESTABLISHING MONTHLY COMPENSATION PROCEDURE 5. On May 24, 2011, the Court entered an Order pursuant to Sections 105(a)

and 331 of the Bankruptcy Code and Bankruptcy Rules 2016(a) Establishing Procedures for Interim Monthly Compensation and Reimbursement of Expenses of Professionals (the "Monthly Compensation Procedures Order"), which sets forth the procedures for compensation and reimbursement of expenses for all professionals in this case. 6. In particular, the Monthly Compensation Procedures Order provides that

a professional may file and serve a Monthly Fee Statement with the Court on or before

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the twentieth (20th) day of each month following the month for which compensation is sought. Provided that there are no objections to a Monthly Fee Statement filed within thirty-five (35) days following the month for which compensation is sought, the Debtor is authorized to pay such professional eighty-percent (80%) of the fees and one-hundredpercent (100%) of the expenses requested in such Monthly Fee Statement. SERVICES PROVIDED DURING FEE STATEMENT PERIOD 7. During the Fee Statement period, B&B has provided services to the

Committee, including but not limited to: a. Conferring with other counsel regarding the case status; b. Conferring with committee members regarding the case; c. Analyzing potential preference actions; and d. Preparing claims analyses. RELIEF REQUESTED 8. B&B submits this Monthly Fee Statement for compensation of the actual

and necessary professional services that it has rendered as counsel to the Committee for the period of July 1, 2012 through July 31, 2012. 9. During the Fee Statement Period, B&B provided services to the For the same period, B&B incurred actual,

Committee in the amount of $3,314.

reasonable and necessary expenses totaling $91.80. The aggregate amount of fees and expenses totals $3,405.80. 10. Detailed entries for B&B's services and expenses incurred are set forth in

the attached exhibits as follows:

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a. Exhibit 1 attached hereto contains the aggregated invoices for the Monthly Fee Statement period; and b. Exhibit 2 attached hereto contains a breakdown of hours and fees by B&B employee, and a breakdown of hours and fees by certain bankruptcy code categories. NOTICE 11. Pursuant to the Monthly Compensation Procedures Order, this Monthly

Fee Statement will be served via overnight mail upon: (i) counsel to the Debtor, Cooley LLP, 1114 Avenue of the Americas, New York, NY 10036 (Attn: Jeffrey L. Cohen, Esq.); (ii) counsel for the Office of the United States Trustee, 33 Whitehall Street, 21st Floor, New York, NY 10004 (Attn: Susan Golden); (iii) counsel to Wells Fargo Bank, N.A., Riemer & Braunstein LLP, 3 Center Plaza, Boston, Massachusetts 02108 (Attn: Donald E. Rothman), and (iv) Soloman Ward Seidenwurm & Smith, LLP, 401 B Street, Ste. 1200, San Diego, CA 92101 (Attn: Michael D. Breslauer, Esq.) as counsel to Bricoleur Capital Partners, LP in its capacity as second lien agent. ///

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WHEREFORE, pursuant to the Monthly Compensation Procedures Order, B&B respectfully requests: (i) payment by the Debtor of interim monthly compensation in the amount of $3,314.00, representing eighty percent (80%) of the actual, reasonable and necessary professional services rendered to the Committee during the period July 1, 2012 to July 31, 2012; ; and (ii) payment by the Debtor of interim monthly reimbursement in the amount of $91.80, representing one hundred percent (100%) of the actual, reasonable and necessary expenses incurred during the same period. Dated: August 17, 2012 By: /s/ Ronald A. Clifford_____ Scott E. Blakeley Ronald A. Clifford Counsel for the Official Committee of Unsecured Creditors of Metropark USA, Inc.

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EXHIBIT 1
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2 PARK PLAZA, SUITE 400 -- IRVINE, CALIFORNIA 92614 TELEPHONE (949) 260-0611 -- FACSIMILE (949) 260-0613 INTERNET: WWW.BLAKELEYLLP.COM

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Invoice submitted to: Metropark July 2012

August 15, 2012

Invoice # 10612

Professional Services Hrs/Rate 12 - B&B LLP EMP/COMPENSATION 7/3/2012 RAC Review the May fee and expense statement. LT 7/5/2012 LT Follow up with RAC regarding May fee statement. Review email from RAC. Update proof of service and file/serve. Log May fee statement in PM with overnight delivery confirmations. 0.10 295.00/hr 0.30 165.00/hr 0.20 165.00/hr 0.10 295.00/hr 0.20 165.00/hr 0.10 295.00/hr 0.40 165.00/hr 0.10 295.00/hr 0.20 165.00/hr [ 1.70 29.50 49.50 33.00 29.50 33.00 29.50 66.00 29.50 33.00 Amount

7/11/2012 PMS Exchange emails withLT regarding status of June fee statement (0.1) 7/18/2012 LT Review June invoices and draft June fee statement; forward to RAC for review.

7/19/2012 RAC Review May fee statement. LT Draft email toRAC regarding June fee statement. Finalize and file/serve; log in PM.

7/20/2012 PMS Discussion withLT regarding status of drafting fee statement LT Log fee statement in PM and calendar deadline to object.

SUBTOTAL: 16 - EMP/COMP OF PROFESSIONALS 7/12/2012 RAC Perform analysis of the professional fees that have accrued in the case and the agreedupon discount.

332.50]

0.50 295.00/hr

147.50

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Page

Hrs/Rate 7/20/2012 RAC Review the fee statements of Cooley. 0.60 295.00/hr [ 1.10

Amount 177.00

SUBTOTAL: 36 - EXECUTORY CONTRACTS/LEASES 7/20/2012 RAC Review and analyze the rejection damages from rejected leases in the case. SUBTOTAL: 44 - ASSET ANALYSIS/RECOVERY 7/11/2012 RAC Conduct preference analysis based on schedule claims. F

324.50]

0.60 295.00/hr [ 0.60

177.00

177.00]

0.70 295.00/hr [ 0.70

206.50

SUBTOTAL: 52 - CASE ADMINISTRATION 7/2/2012 RAC Review e-mails regarding the holding of a status conference with the judge. (.3) Review the settlement offer from S. Mayerson. (.2) Consider next steps in the case. (.4) 7/13/2012 RAC Draft e-mail to S.Mayerson regarding the case. RAC Conferences withSEB and B. Blakeley regarding the case. 7/17/2012 RAC Review and respond to e-mail from A. Velinsky regarding the information request. (.1) Review the information request as to documents required immediately. (.1) 7/19/2012 RAC Perform claim analysis of the unsecured claims in the case. RAC Compare and contrast the agreements to settle the case, including the amounts owed to professionals with the 15% discount, the amounts remaining for taxes and the likely share of unsecured creditors. 7/30/2012 RAC Draft e-mail to S.Mayerson regarding the status of the stipulation to move forward with the winding down of the estate. RAC Review e-mail from S.Mayerson regarding the status of the drafting of an agreement regarding the winding down of the estate.

206.50]

0.90 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.20 295.00/hr 0.90 295.00/hr 1.60 295.00/hr 0.10 295.00/hr 0.10 295.00/hr

265.50

29.50 29.50 59.00

265.50 472.00

29.50 29.50

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Page

Hrs/Rate SUBTOTAL: 68 - BANKRUPTCY LITIGATION 7/13/2012 PMS Discussion withSEB and RC regarding preference actions (0.2); Exchange emailslwithBDB and LT regarding meeting to discuss filing preference actions (0.2) 7/16/2012 PMS Review email fromBDB and attachment regarding potential preference action defendants (0.2); Discussion with BDB and LT regarding research into potential preference action claims and making demands after employment has officially been agreed to and ordered by the Court (0.2) LT Meeting with BDB and PMS to discuss preference demands. 0.40 295.00/hr 0.40 295.00/hr [ 4.00

Amount 1,180.00]

118.00

118.00

0.30 165.00/hr 0.20 295.00/hr 0.70 295.00/hr 0.20 295.00/hr 1.10 165.00/hr 0.40 165.00/hr [ 3.70

49.50 59.00 206.50 59.00 181.50 66.00

7/17/2012 PMS Discussion with RC regarding preference action matters (0.2) 7/19/2012 RAC Review preference actions in the case. (.7) 7/26/2012 PMS Exchange emails withLT regarding status of gathering the information needed to analyze information as to potential preference actions (0.2) LT 7/27/2012 LT Work on preparing preference spreadsheet of potential demands. Continue work on preparing preference demand spreadsheet of potential demands.

SUBTOTAL: 92 - COMMITTEE ADMINISTRATION 7/16/2012 RAC Draft update e-mail to the Committee regarding the case. 7/17/2012 RAC Review and respond to e-mail from Committee member regarding their expenses in the case. RAC Draft e-mail to A.Velinsky regarding the expenses of Committee member. 7/18/2012 RAC Review e-mail from A.Velinsky regarding the payment of Committee member's expenses. (.1) Draft e-mail to Committee member regarding the same. (.1)

857.50]

0.40 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.20 295.00/hr

118.00 29.50 29.50 59.00

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Page

Hrs/Rate SUBTOTAL: For professional services rendered Additional Charges : 7/3/2012 EXP EXP EXP 7/31/2012 EXP Delivery: Cooley LLP, NYC Delivery: Boston, MA Delivery: US Trustee, NYC Photocopy - July 2012 [ 0.80 12.60

Amount 236.00] $3,314.00

25.00 25.00 25.00 16.80 $91.80 $3,405.80 $3,405.80

Total additional charges Total amount of this bill Balance due

Name Peter M. Sweeney, Attorney Ronald A. Clifford, Attorney Lauren Thomas, Paralegal

Timekeeper Summary

Hours 1.40 8.10 3.10

Rate 295.00 295.00 165.00

Amount $413.00 $2,389.50 $511.50

Payment in full is due upon receipt of this invoice. Please remit payment to: Blakeley & Blakeley LLP P.O. Box 5865 Irvine, California 92616-5865

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EXHIBIT 2
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2 PARK PLAZA SUITE 400 IRVINE CALIFORNIA 92614 TELEPHONE (949) 260-0611 FACSIMILE (949) 260-0613 INTERNET: WWW.BLAKELEYLLP.COM
BREAKDOWN OF HOURS AND FEES July 1, 2012 to July 31, 2012

ATTY PMS RAC LT

NAME Peter M. Sweeney Ronald A. Clifford Lauren Thomas TOTAL HOURS AND FEES

HOURS 1.4 8.1 3.1 12.6

RATE $295.00 $295.00 $165.00

AMOUNT $413.00 $2,389.50 $511.50 $3,314.00

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2 PARK PLAZA SUITE 400 IRVINE CALIFORNIA 92614 TELEPHONE (949) 260-0611 FACSIMILE (949) 260-0613 INTERNET: WWW.BLAKELEYLLP.COM
BREAKDOWN OF HOURS AND FEES BY BANKRUPTCY CODE CATEGORIES July 1, 2012 to July 31, 2012

Bankruptcy Code Category Employment and Compensation of Committees Professionals Employment and Compensation of Professionals Executory Contracts/Leases Asset Analysis and Recovery Case Administration Bankruptcy Litigation Committee Administration Total of Attorney/Staff Hours and Fees Total Expenses Grand Total of Atty/Staff Hours, Fees and Expenses

Total Hours 1.7 1.1 0.6 0.7 4.0 3.7 0.8 12.6

Total Fee Amount $332.50 $324.50 $177.00 $206.50 $1,180.00 $857.50 $236.00 $3,314.00 $91.80

12.6

$3,405.80

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2 PARK PLAZA SUITE 400 IRVINE CALIFORNIA 92614 TELEPHONE (949) 260-0611 FACSIMILE (949) 260-0613 INTERNET: WWW.BLAKELEYLLP.COM
BREAKDOWN OF MONTHLY EXPENSES July 1, 2012 to July 31, 2012

Date 07/03/12 07/31/12 TOTAL

Copy $0.00 $16.80 $16.80

Facsimile $0.00 $0.00 $0.00

Travel $0.00 $0.00 $0.00

Postage $0.00 $0.00 $0.00

Court Fees $0.00 $0.00 $0.00

Delivery $75.00 $0.00 $75.00

Computer Research $0.00 $0.00 $0.00

Total $75.00 $16.80 $91.80

*Court Fees include Court Conference Call Fees

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BLAKELEY & BLAKELEY LLP 100 Park Avenue, Suite 1600 New York, NY 10017 Telephone: (212) 984-1033 Facsimile: (212) 880-6499 Scott E. Blakeley Ronald A. Clifford Counsel to The Official Committee of Unsecured Creditors IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK In re: METROPARK USA, INC., Debtor. Chapter 11 Case No. 11-22866 (RDD)

CERTIFICATE OF SERVICE I, Lauren Thomas, hereby certify that I am not less than 18 years of age, and that on August 17, 2012, a true and correct copy of the foregoing MONTHLY FEE STATEMENT OF BLAKELEY & BLAKELEY LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM JULY 1, 2012 THROUGH JULY 31, 2012 was electronically transmitted through the Courts ECF system to all parties indicated on the electronic filing receipt. Additionally, the foregoing was served via overnight delivery on August 17, 2012 upon the following:

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Counsel for Debtor Cathy Hershcopf, Esq. Jeffrey L. Cohen, Esq. Cooley LLP 1114 Avenue of the Americas New York, NY 10036 Counsel for the United States Trustee Susan Golden, Esq. Office of the United States Trustee 33 Whitehall Street, 21st Floor New York, NY 10004 Counsel for Wells Fargo Bank, N.A. Donald E. Rothman, Esq. Riemer & Braunstein LLP 3 Center Plaza Boston, MA 02108 Counsel for Bricoleur Capital Partners, LP Michael D. Breslauer, Esq. Solomon Ward Seidenwurm & Smith, LLP 401 B Street, Suite 1200 San Diego, CA 92101

I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed on August 17, 2012, at Irvine, California. Dated: August 17, 2012 /s/ Lauren Thomas Lauren Thomas