Hearing Date: May 23, 2011 at 10:00 a.m. Objections Deadline: May 20, 2011 at 5:00 p.m.

BLAKELEY & BLAKELEY LLP 100 Park Avenue, Suite 1600 New York, NY 10017 Telephone: (212) 984-1033 Facsimile: (212) 880-6499 Scott E. Blakeley (Pro Hac Vice pending) Ronald A. Clifford (Pro Hac Vice pending) David M. Mannion (State Bar No. 4472486) Proposed 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

APPLICATION FOR ORDER UNDER BANKRTUPCY CODE SECTIONS 327(a) AND 328 AND BANKRUPTCY RULES 2014 AND 2016 AUTHORIZING EMPLOYMENT OF BLAKELEY& BLAKELEY LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO THE HONORABLE ROBERT D. DRAIN, UNITED STATES BANKRUPTCY JUDGE: The Official Committee of Unsecured Creditors (the "Committee") of Metropark USA, Inc. (the "Debtor") hereby applies (the "Application") for entry of an order under sections 327(a) and 328 of title 11 of the United States Code (the "Bankruptcy Code"), Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and Rules 2014-1 and 2016-1 of the Local Bankruptcy Rules for the United States Bankruptcy Court for the Southern District of New York (the "Local Rules"),

authorizing the employment of Blakeley & Blakeley LLP ("B&B") as counsel to the Committee. In support of the Application, the Committee relies upon and incorporates by reference the declaration of Ronald A. Clifford in Support of Application for Order Under 11 U.S.C. 327(a) and 328 and Bankruptcy Rules 2014 and 2016 Authorizing Employment of Blakeley & Blakeley LLP as Counsel to the Official Committee of Unsecured Creditors (the "Clifford Declaration"), attached hereto as Exhibit A. In further support of the Application, the Committee represents as follows: BACKGROUND 1. On May 2, 2011, the Debtor filed its voluntary petition for relief under

Chapter 11 of the Bankruptcy Code. 2. On May 6, 2011, the Office of the United States Trustee (the OUST)

appointed the Committee in the above-referenced case pursuant to 1102(a)(1) of the Bankruptcy Code. 3. The Committee convened a meeting on May 10, 2011, wherein B&B was

selected by the Committee to serve as its counsel. The Committee requests that the Court approve the employment of B&B as counsel to the Committee as of May 10, 2011. DISINTERESTEDNESS 4. The Committee believes B&B is a disinterested party as that term is

defined in Bankruptcy Code 101(14) and represents or holds no interest adverse to the estate in the matters on which it is to be employed, nor do any of the attorneys employed by B&B have connection with the Debtor, its employees, accountants, the OUST, or any judge in the Bankruptcy Court or the United States District Court for the Southern

District of New York or any person employed in the offices of the same. There are no amounts due to B&B from the Debtor on account of any prepetition services rendered. 5. To the best of the Committees knowledge:

(a) Neither B&B nor any employees of B&B hold or represent an interest adverse to the Debtors estate; (b) Neither B&B nor any employees of B&B are or were a creditor of an insider of the Debtor; (c) Neither B&B nor any employee of B&B are or were, within the two years preceding the Petition Date, a director, officer, or employee of the Debtor; (d) B&B does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in the Debtor, or for any other reason; and (e) No attorney at B&B is related to any United States District Judge or United States Bankruptcy Judge for the Southern District of New York or to the U.S. Trustee for such district or to any known employee in the office thereof. SERVICES TO BE RENDERED 6. Scott E. Blakeley, Ronald A. Clifford and David M. Mannion of B&B

will be primarily advising and representing the Committee and are experienced in matters of this type, and the Committee believes they are qualified to represent its interests in this matter. Attached as Exhibit "1" to the Clifford Declaration is a resume of the professionals of B&B. 7. The professional services that B&B may render to the Committee

include, but are not limited to: a. Assisting the Committee in its investigation of the acts, conduct,

assets, liabilities and financial condition of the Debtor, the operation of the Debtors business, including the formulation of a plan of reorganization; b. c. Advising the Committee as to its duties and powers; Appearing on behalf of the Committee at all meetings required

under the guidelines of the OUST; d. Assisting the Committee with respect to the legal ramifications of

any proposed financing or refinancing of real or personal property; e. Advising the Committee regarding its rights and duties in

connection with leases and other agreements; f. Preparing on behalf of the Committee necessary applications,

answers, orders, reports and other legal papers; g. Assisting the Committee in complying with the requirements of

the OUST; h. Negotiating with holders of unsecured claims and to file

objections to such claims, if necessary; i. Assisting the Committee in preparing and presenting to the Court

a disclosure statement and plan of reorganization; j. Obtaining, if appropriate and subject to Court approval,

confirmation of a plan of reorganization; and k. Performing such other legal services as may be required in the

interests of the creditors.

Such services may include, if requested,

prosecuting avoidance, preference and other recovery actions on behalf of the estate. COMPENSATION 8. The Committee is informed that B&B has not agreed to share any

compensation for services rendered or to be rendered in any capacity in connection with this case between B&B and any other entity, except among B&B personnel. 9. B&B's charges for its professional services are based upon the time and

labor required, the difficulty of the issues involved, the skill requisite to perform the legal service properly, the preclusion of other employment, time limitations imposed by the circumstances and the experience and ability of B&B. 10. The Committee seeks to employ B&B on an hourly basis and B&B has

not received a retainer in this matter. 11. B&B shall also file interim fee applications approximately every 120

days, but no more than every 150 days, with the Court in conformity with Bankruptcy Code sections 328, 330 and 331 and understands that allowance of the fees and expenses paid on an interim basis will be subject to the approval of the Court pursuant to a final fee application. 12. At the conclusion of these cases, B&B will file an application seeking

final allowance of all fees and expenses, regardless of whether interim compensation has been paid to B&B. Upon allowance of such fees and costs, the Debtor will pay B&B the difference between the amounts allowed and any interim compensation paid to B&B. 13. The Committee and B&B understand and agree that the proposed

compensation arrangement will be subject to the provisions of section 328 of the Bankruptcy Code, which authorizes this Court to allow compensation different from what is provided herein if the fee arrangement provided herein appears, in retrospect, to have been improvident in light of developments unanticipated at the outset of the case. B&B understands and agrees that, if aggregate interim payments made to B&B exceed the amount that is ultimately allowed to B&B, B&B will be required to, and will, promptly repay to the Debtor such difference. 14. The following schedule sets forth the customary hourly rates charged by

B&B prevailing as of the date of this Application, which rates may be adjusted from time to time: Professional Scott E. Blakeley Bradley D. Blakeley Ronald A. Clifford Other Associates Law Clerk(s) Paralegal(s) 15. Hourly Rate $425 $395 $295 $245 $165 $165

The professional services that B&B renders on behalf of the Committee shall

be compensated pursuant to sections 330 and 331 of the Bankruptcy Code. 16. The employment of B&B as counsel for Committee would be in the best

interests of the estates for several reasons: (a) B&B has considerable knowledge about the estate; and (b) the Committee believes that the expertise of B&B in bankruptcy, creditors' rights and bankruptcy litigation matters will enable it to quickly reorganize its

Hearing Date: May 23, 2011 at 10:00 a.m. Objections Deadline: May 20, 2011 at 5:00 p.m. BLAKELEY & BLAKELEY LLP 100 Park Avenue, Suite 1600 New York, NY 10017 Telephone: (212) 984-1033 Facsimile: (212) 880-6499 Scott E. Blakeley (Pro Hac Vice pending) Ronald A. Clifford (Pro Hac Vice pending) David M. Mannion (State Bar No. 4472486) Proposed 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., Case No. 11-22866 (RDD) Debtor. Chapter 11

DECLARATION OF RONALD A. CLIFFORD IN SUPPORT OF APPLICATION FOR ORDER UNDER BANKRTUPCY CODE SECTIONS 327(A) AND 328 AND BANKRUPTCY RULES 2014 AND 2016 AUTHORIZING EMPLOYMENT OF BLAKELEY& BLAKELEY LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS I, Ronald A. Clifford, declare that the following is true and correct to the best of my knowledge, information, and belief: 1. I am an associate of the law firm Blakeley & Blakeley LLP (B&B),

proposed counsel for the Official Committee of Unsecured Creditors (the Committee) of Metropark USA, Inc. (the Debtor). The following facts are within my own personal knowledge and if called upon to testify, I could and would competently testify thereto.

2.

This Declaration is submitted in support of the application for

authorization to employ Blakeley & Blakeley LLP as counsel to the Committee (the Application). 3. On May 2, 2011, the Debtor filed its voluntary petition for relief under

Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code). 4. On May 6, 2011, the Office of the United States Trustee (the OUST)

appointed the Committee in the above-referenced case pursuant to section 1102(a)(1) of the Bankruptcy Code. 5. The Committee convened a meeting on May 10, 2011, wherein Blakeley

& Blakeley LLP ("B&B") was selected by the Committee to serve as its counsel. The Committee requests that the Court approve the employment of B&B as counsel to the Committee as of May 10, 2011. 6. The Committees application for authorization to employ B&B is made

pursuant to Rules 2014-1 and 2016-1 of the Local Bankruptcy Rules for the United States Bankruptcy Court for the Southern District of New York (the "Local Rules"). 7. B&B is a disinterested party and represents or holds no interest adverse to

the estate in the matters on which it is to be employed, nor do any of the attorneys employed by B&B have connection with the Debtor, its employees, accountants, or the OUST. There are no amounts due to B&B from the Debtor on account of any prepetition services rendered. 8. Scott E. Blakeley and I will be primarily advising and representing the

Committee and are experienced in matters of this type, and the Committee believes we are qualified to represent its interests in this matter. Attached hereto as Exhibit "1" is a

resume of the professionals of B&B. 9. The professional services that B&B may render to the Committee include,

but are not limited to: a. Assisting the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors business, including the formulation of a plan of reorganization; b. c. Advising the Committee as to its duties and powers; Appearing on behalf of the Committee at all meetings required under the guidelines of the OUST; d. Assisting the Committee with respect to the legal ramifications of any proposed financing or refinancing of real or personal property; e. Advising the Committee regarding its rights and duties in connection with leases and other agreements; f. Preparing on behalf of the Committee necessary applications, answers, orders, reports and other legal papers; g. Assisting the Committee in complying with the requirements of the OUST; h. Negotiating with holders of unsecured claims and to file objections to such claims, if necessary; i. Assisting the Committee in preparing and presenting to the Court a disclosure statement and plan of reorganization;

j.

Obtaining, if appropriate and subject to Court approval, confirmation of a plan of reorganization; and

k.

Performing such other legal services as may be required in the interests of the creditors. Such services may include, if requested, prosecuting avoidance, preference and other recovery actions on behalf of the estate.

10.

B&B has not agreed to share any compensation for services rendered or to

be rendered in any capacity in connection with this case between B&B and any other entity, except among B&B personnel. 11. B&Bs charges for its professional services are based upon the time and

labor required, the difficulty of the issues involved, the skill requisite to perform the legal service properly, the preclusion of other employment, time limitations imposed by the circumstances and the experience and ability of B&B. 12. The Committee seeks to employ B&B on an hourly basis and B&B has

not received a retainer in this matter. 13. B&B shall also file interim fee applications approximately every 120 days,

but no more than every 150 days, with the Court in conformity with Bankruptcy Code sections 328, 330 and 331 and understands that allowance of the fees and expenses paid under the Monthly Fee Statements will be subject to the approval of the Court of the interim and final fee applications. 14. At the conclusion of these cases, B&B will file an application seeking

final allowance of all fees and expenses, regardless of whether interim compensation has been paid to B&B. Upon allowance of such fees and costs, the Debtor will pay B&B the

difference between the amounts allowed and any interim compensation paid to B&B. 15. The Committee and B&B understand and agree that the proposed

compensation arrangement will be subject to the provisions section 328 of the Bankruptcy Code, which authorizes this Court to allow compensation different from what is provided herein if the fee arrangement provided herein appears, in retrospect, to have been improvident in light of developments unanticipated at the outset of the case. B&B understands and agrees that, if aggregate interim payments made to B&B exceed the amount that is ultimately allowed to B&B, B&B will be required to, and will, promptly repay to the Debtor such difference. 16. The following schedule sets forth the customary hourly rates charged by

B&B prevailing as of the date of this Application, which rates may be adjusted annually from time to time: Professional Scott E. Blakeley Bradley D. Blakeley Ronald A. Clifford Other Associates Law Clerk(s) Paralegal(s) 17. Hourly Rate $425 $395 $295 $245 $165 $165

The professional services that B&B renders on behalf of the Committee

shall be compensated pursuant to Sections 330 and 331 of the Bankruptcy Code. 18. The employment of B&B as counsel for Committee would be in the best

interests of the estates for several reasons: (a) B&B has considerable knowledge about

the estate; and (b) the Committee believes that the expertise of B&B in bankruptcy, creditors' rights and bankruptcy litigation matters will enable it to quickly reorganize its business affairs and negotiate, propose and confirm plans of liquidation.

I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed this 16th day of May, 2011, at Irvine, California.

/s/ Ronald A. Clifford_____ Ronald A. Clifford

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

FIRM RESUME Blakeley & Blakeley LLP is a specialized creditors rights firm that assists its clients in all manner of bankruptcy and state court commercial litigation, workouts, corporate law and assignments for the benefit of creditors. The Firm has represented institutional lenders and creditors, both secured and unsecured, commercial leasing companies, buyers of chapter 11 estate assets, responsible commercial debtors, and unsecured creditors committees in chapter 11 bankruptcy cases. Over the past five years, the Firm has been called upon repeatedly to serve as committee counsel, and as counsel to other major parties in Chapter 11 cases having been employed about two dozen official and ad hoc creditors committees. This remarkable start has been a direct result of the principals collective years of experience representing dozens of other creditors committees prior to the Firms inception and their clients continued trust in them. The Firms partners regard their client relationships as ongoing, mutually beneficial where the firms partners have served the community of trade creditors from which they derive their livelihood. The Firms principals thus spend a great deal of time and effort speaking and writing for trade creditor organizations and publications. The Firm also publishes its own quarterly newsletter, The Trade Creditor Quarterly, which it circulates to over 3,000 organizations. The Firm has consciously avoided the high overhead costs other firms frequently incur. Effectively utilizing the recent technological advances in the computer industry, the Firm has been able to maintain reasonable rates for the benefit of its clients, while not compromising the highest degree of quality work expected by its clients. The Firms clients receive the depth of expertise of larger firms with the responsiveness and cost-effectiveness that a smaller, specialized firm provides. The following are matters which members of Blakeley & Blakeley LLP have been involved: Almost Anything for a Buck, B&D Auto & Truck Salvage, Babcock & Wilcox Company, Book People Employees Association, Inc., Brook Mays Music Company, Channelmatic, Inc., Kenetech Windpower, Inc., Servall Packaging Industries Corporation, West Coast Packaging, Inc., Stueve Brothers Farms, Inc. (formerly known as Alta Dena Farms), Craig Consumer Electronics, Inc., Heartland Dairy, Inc., Sole Group, Inc., Pacific Arts Publishing, Inc., Fabric in USA, Inc., Rampage Retailing, Inc., Home Express, Inc., Golf Club Factory Outlets (a/k/a U.S. Golf Centers), Theives Market, Inc., Anson Computer, Inc., Spectra F/X, Inc., McFadden, Inc., Carnot Technical Services, Inc., Statordyne Corporation, Electric Bicycle, Inc., Meris Laboratories, Inc., Medical Science Institute, Inc., Tile and Decorative Surfaces Magazine Publishing, Inc., Contemporary Dialysis, Inc., Dimensional Stone Institute, Inc., Sargent-Fletcher Co., Deco Utility Supply, Inc., Fisherman Johnnys, Inc., Flyer Graphics, Inc., Hart Tool, Inc., Select Software Tools, Inc., and Young Minds, Inc.

PARTNERS SCOTT E. BLAKELEY practices creditors rights and bankruptcy law. He was selected as one of the 50 most influential people in commercial credit by Credit Today. He is contributing editor of NACMs Credit Manual of Commercial Law. Mr. Blakeley has published dozens of articles and manuals in the area of creditors rights, commercial law and bankruptcy in such publications as Business Credit, Managing Credit, Receivables & Collections, Nortons Bankruptcy Review and the Practicing Law Institute, and speaks frequently to credit industry groups regarding these topics throughout the country. He is a member on the board of editors for the California Bankruptcy Journal and is an editorial advisor for Credit Today. He is also co-chair of the subcommittee of unsecured creditors committee of the American Bankruptcy Institute, and is a Trustee for the JD/MBA Association. Mr. Blakeley holds a B.S. from Pepperdine University, a M.B.A. from Loyola University and a law degree from Southwestern University (J.D). He served as law clerk to Bankruptcy Judge John J. Wilson. BRADLEY D. BLAKELEY practices in the areas of bankruptcy, workouts, and bankruptcy litigation. Mr. Blakeley earned his bachelors degree from Loyola University, Los Angeles, California, and his law degree from Santa Barbara College of Law (J.D.). ASSOCIATES RONALD A. CLIFFORD, III is an associate attorney in the law firm of Blakeley & Blakeley LLP. Mr. Clifford completed his undergraduate studies at California Polytechnic State University, at Pomona, where he received his Bachelor of Arts degree in Political Science. As an undergraduate he was awarded status as a member of The Golden Key Honour Society. He received his juris doctorate degree from Whittier College School of Law, where he graduated Magna Cum Laude. During law school, Mr. Clifford participated as the lead articles editor of the Whittier Law Review.