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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 MAY 1, 2012 THROUGH MAY 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 Thirteenth 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 May 1, 2012 through May 31, 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:

May 1, 2012 through May 31, 2012

$1,586.00

80% of compensation sought as $1,268.80 actual, reasonable and necessary: Amount of reimbursement sought as actual, reasonable and necessary: $99.66

/// ///

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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. Discussing options for winding down the case; b. Negotiating with the term lenders regarding resolution of their claim; and c. 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 May 1, 2012 through May 31, 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 $1,586.

reasonable and necessary expenses totaling $99.66. The aggregate amount of fees and expenses totals $1,685.66. 10. Detailed entries for B&B's services and expenses incurred are set forth in

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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 $1,268.80, representing eighty percent (80%) of the actual, reasonable and necessary professional services rendered to the Committee during the period May 1, 2012 to May 31, 2012; and (ii) payment by the Debtor of interim monthly reimbursement in the amount of $99.66, representing one hundred percent (100%) of the actual, reasonable and necessary expenses incurred during the same period. Dated: July 3, 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 May 2012

May 31, 2012

Invoice # 10479

Professional Services Hrs/Rate 08 - GENRL CREDITOR INQUIRIES 5/15/2012 RAC Review message from creditor in the case as to the status. 0.10 295.00/hr [ 0.10 29.50 Amount

SUBTOTAL: 12 - B&B LLP EMP/COMPENSATION 5/15/2012 RAC Review the fee statement for April. LT Draft/prepare April 2012 fee statement, exhibits, and certificate of service and forward to RAC for review. Review email from RAC and file/serve. Log in PM. Calendar opposition deadline and confirm with RAC.

29.50]

0.10 295.00/hr 0.60 165.00/hr

29.50 99.00

SUBTOTAL: 52 - CASE ADMINISTRATION 5/2/2012 RAC Review and respond to e-mail from S. Mayerson regarding the winding down of the case. 5/3/2012 RAC Prepare analysis of the avoidance action resolution of the case offered by the term lenders. 5/4/2012 SEB Discuss strategy and next steps for case.

0.70

128.50]

0.10 295.00/hr 0.60 295.00/hr 0.40 425.00/hr 0.40 295.00/hr 0.60 295.00/hr

29.50 177.00 170.00 118.00 177.00

RAC Meeting with SEB and BB to discuss the resolution of the case. 5/10/2012 RAC Draft wind down proposal for the case and forward to S. Meyerson.

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Page

Hrs/Rate 5/11/2012 RAC Draft e-mail to S.Mayerson to follow up on the resolution as to the winding down of the estate. RAC Review e-mail from S.Mayerson regarding the status of providing a response on the winding down of the case. SUBTOTAL: 68 - BANKRUPTCY LITIGATION 5/1/2012 SEB Evaluate preference actions and recovery for unsecured creditors. 0.60 425.00/hr 0.60 295.00/hr 0.80 295.00/hr 0.10 295.00/hr [ 2.10 5.20 [ 0.10 295.00/hr 0.10 295.00/hr 2.30

Amount 29.50 29.50

730.50]

255.00 177.00 236.00 29.50

PMS Discussion with RC andSEB regarding preference action analysis RAC Conference withSEB and PS regarding the preference actions in the case. 5/2/2012 PMS Discussion with RC regarding status of negotiations over preference litigation. SUBTOTAL: For professional services rendered Additional Charges : 5/15/2012 EXP EXP 5/31/2012 EXP Delivery: Solomon Ward, San Diego, CA Delivery: (3) Photocopy - May 2012

697.50] $1,586.00

14.00 74.46 11.20 $99.66 $1,685.66 $1,685.66

Total additional charges Total amount of this bill Balance due

Name Scott E. Blakeley, Attorney Peter M. Sweeney, Attorney

Timekeeper Summary

Hours 1.00 0.70

Rate 425.00 295.00

Amount $425.00 $206.50

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Page

Name Ronald A. Clifford, Attorney Lauren Thomas, Paralegal 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

Hours 2.90 0.60

Rate 295.00 165.00

Amount $855.50 $99.00

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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 May 1, 2012 to May 31, 2012

ATTY SEB PMS RAC LT

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

HOURS 1.0 0.7 2.9 0.6 5.2

RATE $425.00 $295.00 $295.00 $165.00

AMOUNT $425.00 $206.50 $855.50 $99.00 $1,586.00

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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 May 1, 2012 to May 31, 2012

Bankruptcy Code Category General Creditor Inquiries Employment and Compensation of Committees Professionals 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 0.7 2.3 2.1 5.2

Total Fee Amount $29.50 $128.50 $730.50 $697.50 $1,586.00 $99.66

5.2

$1,685.66

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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 May 1, 2012 to May 31, 2012

Date 05/15/12 05/31/12 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 $88.46 $0.00 $88.46

Computer Research $0.00 $0.00 $0.00

Total $88.46 $11.20 $99.66

*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 July 3, 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 MAY 1, 2012 THROUGH MAY 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 July 3, 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 July 3, 2012, at Irvine, California. Dated: July 3, 2012 /s/ Lauren Thomas Lauren Thomas