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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 APRIL 1, 2012 THROUGH APRIL 30, 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 Twelfth 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 April 1, 2012 through April 30, 2012 (the "Fee Statement Period") and reimbursement of actual and necessary expenses incurred by B&B during 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

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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 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:

April 1, 2012 through April 30, 2012

$2,126

80% of compensation sought as $1,700.80 actual, reasonable and necessary: Amount of reimbursement sought as actual, reasonable and necessary: $26.12

/// ///

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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 sough. 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. Reviewing and analyzing other employed professionals' fee requests; b. Reviewing, analyzing and evaluating the Debtor's cash collateral; c. Negotiating with the term lenders regarding resolution of their claim; and d. Reviewing and responding to creditor and Committee member inquiries regarding the case. RELIEF REQUESTED 8. B&B submits this Monthly Fee Statement (a) for compensation of the

actual and necessary professional services that it has rendered as counsel to the Committee for the period of April 1, 2012 through April 30, 2012; and (b) for reimbursement of actual, reasonable and necessary expenses incurred through its services for the Committee during that same period. 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 $2,126.

reasonable and necessary expenses totaling $26.12. The aggregate amount of fees and expenses totals $2,152.12.

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10.

Detailed entries for B&B's services and expenses incurred are set forth in

the attached exhibits as follows: 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 $1,700.80, representing eighty percent (80%) of the actual, reasonable and necessary professional services rendered to the Committee during the period April 1, 2012 to April 30, 2012; and (ii) payment by the Debtor of interim monthly reimbursement in the amount of $26.12, representing one hundred percent (100%) of the actual, reasonable and necessary expenses incurred during the same period. Dated: May 15, 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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Invoice submitted to: Metropark April 2012

April 30, 2012

Invoice # 10357

Professional Services Hrs/Rate 08 - GENRL CREDITOR INQUIRIES 4/12/2012 RAC Review e-mail from creditor inquiring as to the status of the case. 0.10 295.00/hr [ 0.10 29.50 Amount

SUBTOTAL: 12 - B&B LLP EMP/COMPENSATION 4/17/2012 LT 4/18/2012 LT 4/19/2012 LT Draft email to KSB following up on the status of March invoices. Review invoices and draft/prepare March fee statement. Review email fromSEB regarding March fee statement and draft response to the same. Draft email to RAC following up on status of review of March fee statement. Finalize and prepare March fee statement for filing. File and serve; log in PM. Log March fee statement in PM with overnight delivery confirmations. Draft e-mail toRAC regarding objection deadline.

29.50]

0.10 165.00/hr 0.90 165.00/hr 0.20 165.00/hr 0.40 165.00/hr 0.20 165.00/hr [ 1.80

16.50 148.50 33.00

4/27/2012 LT 4/30/2012 LT

66.00 33.00

SUBTOTAL: 16 - EMP/COMP OF PROFESSIONALS 4/27/2012 PMS Discussion with RC regarding analysis of amounts owed to attorneys and professionals in this case SUBTOTAL:

297.00]

0.10 295.00/hr [ 0.10

29.50

29.50]

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Page

Hrs/Rate 44 - ASSET ANALYSIS/RECOVERY 4/27/2012 RAC Conference withSEB and PS to discuss the preference actions in the case. SUBTOTAL: 52 - CASE ADMINISTRATION 4/4/2012 RAC Review message from S. Mayerson regarding the winding down of the case. (.1) Determine if the B&B fees have been paid to date. (.2) 4/5/2012 RAC Review message from S. Mayerson regarding the next steps in the case. 4/6/2012 RAC Determine the status of the CRG appeal. (.4) Conferences regarding the same. (.1) 4/11/2012 RAC Review and respond to e-mail from S. Mayerson regarding the winding down of the case. 4/15/2012 RAC Conferences regarding the next steps in the case. 4/26/2012 RAC Review and respond to inquiry from a creditor regarding the status of the case. RAC Review e-mail from S. Mayerson regarding the winding down of the case. (.1) Review e-mail from C. Hershcopf regarding the same. (.1) Draft e-mail to S. Mayerson to schedule a conference call. (.1) 4/27/2012 RAC Review e-mail from S.Mayerson regarding the scheduling of a conference call to discuss the case. RAC Draft e-mail to C.Hershcopf regarding the conference call with S. Mayerson. RAC Complete wind down evaluation of the case. (1.0) Conference with SEB regarding the costs of pursuing the preference actions and the proposal for the split of the preference proceeds. (.2) Call to S.Mayerson to discuss the winding down of the case. (.1) Draft e-mail to S. Mayerson regarding the proposal to wind the case down. (.2) Draft notes for file regarding the liquidation analysis and the wind down offer made to S. Mayerson. (.4) 4/30/2012 RAC Review S. Mayerson's offer to wind down the estate. (.2) Prepare analysis of the case. (.8) 0.30 295.00/hr 0.10 295.00/hr 0.50 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.30 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 1.90 295.00/hr [ 0.50 295.00/hr 0.50

Amount

147.50

147.50]

88.50 29.50 147.50 29.50 29.50 29.50 88.50

29.50 29.50 560.50

1.00 295.00/hr

295.00

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Page

Hrs/Rate 4/30/2012 RAC Draft e-mail to S.Mayerson to schedule a conference call to discuss the case. RAC Review and respond to e-mail from S. Mayerson scheduling a call to discuss the case. RAC Call with S. Mayerson to discuss the wind down of the estate. 0.10 295.00/hr 0.10 295.00/hr 0.50 295.00/hr [ 5.30

Amount 29.50 29.50 147.50

SUBTOTAL: 68 - BANKRUPTCY LITIGATION 4/2/2012 RAC Conferences regarding the avoidance actions in the case. 4/30/2012 PMS Discussion with RC regarding potential preference action litigation (0.1)

1,563.50]

0.10 295.00/hr 0.10 295.00/hr [ 0.20 8.00

29.50 29.50

SUBTOTAL: For professional services rendered Additional Charges : 4/27/2012 EXP 4/30/2012 EXP Delivery: Solomon Ward, San Diego, CA Photocopy - April 2012

59.00] $2,126.00

14.92 11.20 $26.12 $2,152.12 $2,152.12

Total additional charges Total amount of this bill Balance due

Timekeeper Summary Name Peter M. Sweeney, Attorney Ronald A. Clifford, Attorney Lauren Thomas, Paralegal Payment in full is due upon receipt of this invoice. Please remit payment to: Hours 0.20 6.00 1.80 Rate 295.00 295.00 165.00 Amount $59.00 $1,770.00 $297.00

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Page

Blakeley & Blakeley LLP P.O. Box 5865 Irvine, California 92616-5865

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EXHIBIT 2
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2PARKPLAZASUITE400IRVINECALIFORNIA92614

TELEPHONE(949)2600611FACSIMILE(949)2600613

INTERNET:WWW.BLAKELEYLLP.COM
BREAKDOWN OF HOURS AND FEES April 1, 2012 to April 30, 2012

ATTY PMS RAC LT

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

HOURS 0.2 6.0 1.8 8.0

RATE $295.00 $295.00 $165.00

AMOUNT $59.00 $1,770.00 $297.00 $2,126.00

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2PARKPLAZASUITE400IRVINECALIFORNIA92614 TELEPHONE(949)2600611FACSIMILE(949)2600613 INTERNET:WWW.BLAKELEYLLP.COM

Bankruptcy Code Category General Creditor Inquiries Employment and Compensation of Committees Professionals Employment and Compensation of Professionals Asset Analysis and Recovery Case Administration Bankruptcy Litigation Total of Attorney/Staff Hours and Fees Total Expenses Grand Total of Atty/Staff Hours, Fees and Expenses

Total Hours 0.1 1.8 0.1 0.5 5.3 0.2 8.0

Total Fee Amount $29.50 $297.00 $29.50 $147.50 $1,563.50 $59.00 $2,126.00 $26.12

8.0

$2,152.12

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2PARKPLAZASUITE400IRVINECALIFORNIA92614

TELEPHONE(949)2600611FACSIMILE(949)2600613

INTERNET:WWW.BLAKELEYLLP.COM
BREAKDOWN OF MONTHLY EXPENSES March 1, 2012 to March 31, 2012

Date 04/27/12 04/30/12 TOTAL

Copy $0.00 $11.20 $11.20

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 $14.92 $0.00 $14.92

Computer Research $0.00 $0.00 $0.00

Total $14.92 $11.20 $26.12

*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 May 15, 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 APRIL 1, 2012 THROUGH APRIL 30, 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 May 15, 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 May 15, 2012, at Irvine, California. Dated: May 15, 2012 /s/ Lauren Thomas Lauren Thomas