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 David M. Mannion 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

FIRST MONTHLY FEE STATEMENT OF BLAKELEY & BLAKELEY LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM MAY 10, 2011 THROUGH MAY 31, 2011 Blakeley & Blakeley LLP ("B&B"), counsel to the Official Committee of Unsecured Creditors (the "Committee") of Metropark USA, Inc. (the "Debtor"), hereby submits this First 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 10, 2011 through May 31, 2011 (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

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 sough as actual, reasonable and necessary:

May 10, 2011 through May 31, 2011

$81,051.50

$64,841.20 80% of compensation sought as actual, reasonable and necessary: Amount of reimbursement sought as actual, reasonable and necessary: $607.51

/// /// ///

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 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 1102(a)(1) of the Bankruptcy Code. EMPLOYMENT OF PROFESSIONAL 4. On May 26, 2011, the Court entered an 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 ("Monthly Fee Statement")

with the Court on or before 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 hundred percent (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, analyzing and providing a summary of the first day motions filed in the case; b. Reviewing, analyzing, and summarizing pleadings filed regarding the liquidation of the Debtors inventory through a going out of business sale, meeting with counsel for the Debtor to discuss the sales, and meeting with the Committee to discuss the same; c. Meeting with the secured creditors to discuss the case and their claims; d. Initial stages of analysis of the secured claims in the case; e. Reviewing, analyzing and drafting opposition to the continued use of cash collateral by the Debtor; f. Reviewing and analyzing the motion to auction the Debtors leasehold interests, and meeting with the Committee, the Debtor and the secured creditors to discuss the same; g. Reviewing and analyzing the motions to reject certain leases and

executory contracts, and determining the potential cure claims against the estate; and h. Reviewing and analyzing bid packages for the purchase of the Debtors leasehold interests, attendance at auction of leasehold interests of the Debtor, and attendance at hearings on the approval of the auction results. 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 10, 2011 through May 31, 2011; 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

Committee in the amount of $81,051.50. For the same period, B&B incurred actual, reasonable and necessary expenses totaling $607.51. The aggregate amount of fees and expenses totals $81,659.01. 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, a breakdown of hours and fees by certain bankruptcy code categories, and a breakdown of monthly expenses. ///

NOTICE 11. Pursuant to the Monthly Compensation Procedures Order, this Monthly

Fee Statement will be served via overnight mail upon: (i) the Debtor, Metropark USA, Inc., 5750 Grace Place, Los Angeles, California (Attn: Rick Hicks); (ii) counsel to the Debtor, Cooley LLP, 1114 Avenue of the Americas, New York, NY 10036 (Attn: Jeffrey L. Cohen, Esq.); (iii) counsel for the Office of the United States Trustee, 33 Whitehall Street, 21st Floor, New York, NY 10004 (Attn: Susan Golden); (iv) counsel to Wells Fargo Bank, N.A., Riemer & Braunstein LLP, 3 Center Plaza, Boston, Massachusetts 02108 (Attn: Donald E. Rothman), and (v) 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 (collectively, the "Notice Parties"). 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 $64,841.20, representing eighty percent (80%) of the actual, reasonable and necessary professional services rendered to the Committee during the period May 10, 2011 to May 31, 2011; and (ii) payment by the Debtor of interim monthly reimbursement in the amount of $607.51, representing one hundred percent (100%) of the actual, reasonable and necessary expenses incurred during the same period. Dated: June 9, 2011 By: /s/ Ronald A. Clifford_____ Scott E. Blakeley Ronald A. Clifford David M. Mannion 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

Invoice submitted to: Metropark May 10 to May 31, 2011

May 31, 2011

Invoice # 9477

Professional Services Hrs/Rate 01 - INITIAL PLEADINGS 5/11/2011 SEB Discussions with creditors regarding next steps in case including first day motions and liquidation of debtor's assets. 0.30 425.00/hr 0.10 295.00/hr 0.20 425.00/hr 0.30 425.00/hr [ 0.90 127.50 29.50 85.00 127.50 Amount

5/17/2011 RAC Review Epicor's opposition to the debtor's utility motion. 5/18/2011 SEB SEB Conferences regarding upcoming first day hearings. Review first day hearings and next steps in preparation.

SUBTOTAL: 08 - GENRL CREDITOR INQUIRIES 5/11/2011 RAC Call with creditor regarding the status of the case. 5/12/2011 SEB Follow up with vendor regarding next steps in the case.

369.50]

0.20 295.00/hr 0.20 425.00/hr 0.20 295.00/hr 0.20 425.00/hr 0.10 295.00/hr 0.20 295.00/hr

59.00 85.00 59.00 85.00 29.50 59.00

RAC Conference call with creditor regarding the status of the case. 5/18/2011 SEB Discussions with vendor regarding status of case.

RAC Call with creditor regarding the case. 5/24/2011 RAC Review message from S. Dugan regarding the status of the case. Call to S. Dugan to discuss the status of the case.

Page

Hrs/Rate 5/24/2011 DMM Meeting with Ari Loren, Brad Schwab, and Joseph Sarachek of Debt Acquisition Group regarding status of case and miscellaneous issues. 5/25/2011 RAC Call with creditor regarding the status of the case. 0.70 245.00/hr 0.20 295.00/hr [ 2.00

Amount 171.50 59.00

SUBTOTAL: 12 - B&B LLP EMP/COMPENSATION 5/10/2011 SEB Review employment application and terms under local rules.

607.00]

0.40 425.00/hr 0.90 295.00/hr 0.20 295.00/hr 0.10 295.00/hr 1.20 295.00/hr 0.80 165.00/hr

170.00 265.50 59.00 29.50 354.00

RAC Review and revise the employment application of B&B. 5/15/2011 RAC Finalize employment application for presentation to the Committee. 5/16/2011 RAC Review and respond to e-mail from Committee member regarding the employment application. RAC Review and revise the motion shortening time on the hearing on the application to employ B&B, the proposed order thereon and the declaration in support. Finalize all employment docs for filing. 5/17/2011 LT Conferences withRAC regarding submission of proposed orders to Judge Drain. Draft e-mails to Judge Drain's chambersattaching proposed orders. Review e-mail from RAC regarding Pro Hac vice application for BDB and draft response to the same. Draft pro hac vice application for BDB andforward to RAC for review. Log filed documents and Federal Express confirmations in PM. Review proposed order regarding employment and confirm with local rules.

132.00

5/19/2011 SEB

0.30 425.00/hr 1.00 295.00/hr 0.30 295.00/hr 0.20 295.00/hr 0.10 295.00/hr

127.50 295.00

RAC Conferences regarding the proposed order on the fee application B&B. of Draft proposed order on the B&B employment application. Draft e-mail to the U.S. Trustee regarding the same. RAC Review e-mails from S. Golden regarding the proposed order on the B&B employment application. Draft e-mails in response. Revise the proposed order with the U.S.Trustee's comments. RAC Review the order on the motion for order shortening time on the fee B&B application. 5/20/2011 RAC Review and respond to e-mail from S. Golden requesting the final B&B employment order.

88.50

59.00 29.50

Page

Hrs/Rate 5/20/2011 RAC Draft e-mail to S. Golden regarding the final B&B proposed order. LT 5/25/2011 LT Review e-mail fromRAC. Draft e-mail to JudgeDrain's chambers enclosing proposed order regarding employment application. Review e-mail fromRAC. Call chambers of Judge Drain to follow up on entry of B&B employment order as it has not been entered on the docket and leave message for Courtroom Deputy Dorothy Li. Draft e-mail conveying the same to RAC and SEB. Review voicemail from Judge Drain's courtroom deputy and e-mail regarding Judge's inability to open order granting motion to employ B&B. Draft e-mail to Judge Drain and his CRD resending the order. Review e-mails from RAC regarding the same and draft response to the same. Review Monthly Fee Procedure. Discussions with RAC regarding the same. Pull updated service list. 0.10 295.00/hr 0.20 165.00/hr 0.20 165.00/hr

Amount 29.50 33.00 33.00

5/26/2011 LT

1.40 165.00/hr

231.00

5/27/2011 RAC Review the order authorizing employment of B&B. 5/31/2011 LT Review fee procedures for Southern District of New York. Review Monthly Compensation procedures Order. Pull sample fee statements from web for NYSB. Draft e-mail to RAC and SEB regarding the same. Begin drafting Fee Statement. Pull Notice list for Certificate of Service. [

0.10 295.00/hr 1.50 165.00/hr

29.50 247.50

SUBTOTAL: 16 - EMP/COMP OF PROFESSIONALS 5/15/2011 SEB Conferences regarding employment of financial advisors.

9.00

2,213.00]

0.30 425.00/hr 0.40 295.00/hr 0.40 295.00/hr 0.30 425.00/hr 0.40 295.00/hr 0.30 425.00/hr

127.50 118.00 118.00 127.50 118.00 127.50

RAC Review the application for the authorization to employ Omni Management Group. Review the declarations and proposed order thereon. RAC Review the monthly fee procedure for professional fees and reimbursement of Committee members the case. in 5/19/2011 SEB Review debtor's application to employ Keene Realty and the scope of their employment and subsequent actions.

RAC Review employment application of GA Keen Realty and corresponding exhibits. 5/20/2011 SEB Review employment applications of debtor's counsel.

Page

Hrs/Rate 5/20/2011 SEB Review materials from financial advisors regarding services to the committee. 0.60 425.00/hr 0.10 295.00/hr 0.20 295.00/hr [ 3.00

Amount 255.00 29.50 59.00

RAC Review the pitch materials of financial advisor. 5/24/2011 RAC Review the entered employment orders of Cooley and Keen Realty.

SUBTOTAL: 28 - USE OF CASH COLLATERAL 5/17/2011 SEB SEB Review motion to use cash collateral and budget; discussion regarding budget items. Discussion regarding use of cash, budget and timetable for liquidation.

1,080.00]

1.10 425.00/hr 0.40 425.00/hr 1.80 295.00/hr 0.40 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 165.00/hr 0.60 425.00/hr 0.80 425.00/hr 1.10 425.00/hr 3.30 295.00/hr

467.50 170.00 531.00 118.00 29.50 29.50 29.50 16.50 255.00 340.00 467.50 973.50

RAC Review the interim order and budget for the debtor's use of cash collateral. RAC Conferences regarding the use of cash collateral. RAC Draft e-mail to A. Velinsky regarding the final cash collateral budget. RAC Review the revised cash collateral budget for the interim order. RAC Draft e-mail to Committee regarding the debtor's continued use of cash. LT 5/18/2011 SEB SEB SEB Review e-mail from RAC and calendar deadline to oppose final order for use of cash collateral. Confirm with RAC. Discussions regarding potential opposition to terms of use of cash collateral and next steps. Review loan agreement in support of bank's right to use of cash. Further discussions regarding use of cash and liquidation budget and winding up affairs.

RAC Draft limited opposition and reservation of rights as to the debtor's use of cash collateral on a final basis. Conferences regarding the same. Draft e-mail to A. Velinsky regarding the same.

Page

Hrs/Rate 5/18/2011 RAC Review and revise the certificate of service regarding the opposition to the cash collateral motion. LT Draft certificate of service for Limited Opposition by the committee to final order regarding cash collateral use and forward to RAC for review. Coordinate with administrative staff regarding service. File and serve. Log in PM. Conferences regarding use of cash and next steps under liquidation analysis. 0.10 295.00/hr 0.60 165.00/hr

Amount 29.50 99.00

5/19/2011 SEB

0.40 425.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.20 295.00/hr 0.10 295.00/hr 0.50 425.00/hr 0.90 425.00/hr 0.30 425.00/hr 0.60 425.00/hr 0.20 295.00/hr 0.10 295.00/hr 0.40 295.00/hr 0.20 295.00/hr 0.10 295.00/hr

170.00 29.50 29.50 59.00 29.50 212.50 382.50 127.50 255.00 59.00 29.50 118.00 59.00 29.50

RAC Review e-mail from D. Rothman regarding the cash collateral order. RAC Review e-mail from J. Cohen regarding the cash collateral order. RAC Review Texas taxing authorities' opposition to the debtor's motion for the use of cash collateral. RAC Review and respond to e-mail from A. Velinsky regarding the cash collateral stipulation. 5/20/2011 SEB SEB SEB SEB Discussions concerning cash collateral order and conditions for use of cash. Review of email from debtor's counsel regarding budget; review interim cash collateral budget and provisions; conferences regarding use of cash. Review order concerning use of cash and budget. Review cash budget and senior and junior secured claims.

RAC Review e-mails from D. Rothman regarding the cash collateral proposed order. RAC Review e-mails fromM. Breslauer and C. Hershcopf regarding the further revised cash collateral stipulation. RAC Review the redlined cash collateral order. Draft e-mail to parties regarding the Committee's issues. Conferences regarding the same. RAC Review e-mails from A.Velinsky regarding the cash collateral order. RAC Review and respond to e-mail from J. Cohen regarding the cash collateral budget.

Page

Hrs/Rate 5/20/2011 RAC Draft e-mail to A.Velinsky regarding the calculation in the cash collateral order regarding the amounts being held by the bank. Review e-mail from A. Velinsky in response. RAC Review the proposed cash collateral budget for the second period. Draft e-mail to A. Velinsky regarding the budget. Conference call with A. Velinsky regarding the budget. Review the first interim cash collateral budget. Conferences regarding the second interim cash collateral budget. 5/23/2011 RAC Review e-mail from D. Rothman. Review the cash collateral budget attached thereto. 5/24/2011 RAC Determine the continued hearing date on the final use of cash collateral. RAC Review e-mail from M. Breslauer inquiring about the cash collateral budget. RAC Review e-mail from C. Hershcopf regarding the revised budget for the use of cash for the second interim period. LT 5/25/2011 SEB Review e-mail fromRAC and calendar continued hearing on cash collateral with reminders. Confirm the same with RAC. Conference regarding use of cash. 0.10 295.00/hr 0.70 295.00/hr

Amount 29.50

206.50

0.30 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 165.00/hr 0.20 425.00/hr 0.10 295.00/hr 0.10 165.00/hr

88.50 29.50 29.50 29.50 16.50 85.00 29.50 16.50

RAC Review notice of the hearing on final use of cash collateral. LT Review e-mail fromRAC and calendar deadline for Debtor to receive objections to use of cash collateral on a final basis with reminders. Confirm that Continued Hearing on Use of Cash Collateral is already on calendar with reminders. [

SUBTOTAL: 32 - ANALYSIS OF SECURED CLAIMS 5/13/2011 SEB Discussions concerning evaluation of secured debt.

16.70

5,706.50]

0.40 425.00/hr 1.20 395.00/hr 0.50 425.00/hr

170.00 474.00 212.50

BDB Review Debtor's motion for use of cash collateral regarding secured claims. Review issues regarding secured claims against estate. 5/16/2011 SEB Conference regarding counsel for secured creditor and next steps concerning lien rights.

Page

Hrs/Rate 5/16/2011 BDB Telephone conference with counsel for Wells Fargo regarding receipts and payoff of secured claim. Review loan documents. 5/17/2011 SEB SEB Review history surrounding junior financing for debtor including payments and loans to debtor pre-petition. Discussions concerning nature of secured claims of Bricoleur Capital and standing as a secured creditor including UCC filing and timing thereon. 1.40 395.00/hr 0.60 425.00/hr 0.40 425.00/hr 2.40 395.00/hr

Amount 553.00 255.00 170.00 948.00

BDB Review research regarding insider issues concerning second lienholder. Review research regarding recharacterization of claims. Review loan documents. Conferences regarding security interests. Review issues regarding timing of perfection of claim. RAC Obtain contact forcounsel to Bricoleur Capital. Draft e-mail to M. Breslauer regarding the scheduling of a conference call to discuss the case. Call with M. Breslauer regarding the same. Review and respond to e-mail from M. Breslauer providing an agenda for the conference call. Conferences regarding the Bricoleur claim. RAC Call with M. Breslauer regarding the junior secured creditor. Conferences regarding next steps. 5/18/2011 SEB Discussions regarding appropriateness of the secured claim of Bricoleur and next steps.

0.80 295.00/hr

236.00

0.40 295.00/hr 0.30 425.00/hr 2.20 395.00/hr 0.20 295.00/hr 1.10 395.00/hr 1.80 395.00/hr 0.40 425.00/hr 0.20 425.00/hr 0.60 395.00/hr 0.40 295.00/hr

118.00 127.50 869.00 59.00 434.50 711.00 170.00 85.00 237.00 118.00

BDB Review loan documents. Draft analysis of second priority loan. Review issues regarding evidence of equity investment. RAC Conferences regarding the subordinate secured claim. 5/19/2011 BDB Review Wells Fargoloan documents. BDB Review research regarding timing of perfection and potential preference claim. Review loan documents concerning perfection issues. 5/20/2011 SEB SEB Review communications from secured creditor's counsel concerning use of cash and status of secured creditor's balance owing. Conferences regarding balances held by bank and satisfaction of the bank's debt.

5/24/2011 BDB Review research regarding equitable subordination. RAC Review research on equitable subordination and recharacterization.

Page

Hrs/Rate 5/25/2011 SEB 5/27/2011 SEB Review case authority regarding equitable subordination and factors for evaluation. Review facts surrounding secured financing. 2.60 425.00/hr 0.80 425.00/hr 1.40 395.00/hr 0.40 295.00/hr 1.20 425.00/hr 0.20 295.00/hr 0.90 425.00/hr 1.40 395.00/hr [ 24.20

Amount 1,105.00 340.00 553.00 118.00 510.00 59.00 382.50 553.00

BDB Review additional research regarding recharacterizationof secured claim based on insider claim. RAC Conferences regarding the secured claims. 5/30/2011 SEB Discussions regardingrecharacterizationof debt and review cases.

RAC Conferences regarding the recharacterization of the subordinated debt. 5/31/2011 SEB Consider cases regarding subordination and discussions thereon.

BDB Review research regarding recharacterization of debt. Review facts in support of complaint and issues regarding insider claim. SUBTOTAL: 36 - EXECUTORY CONTRACTS/LEASES 5/12/2011 SEB Review debtor's rejection of leases and calculate lease rejection damages and potential assumption of leases.

9,568.00]

2.20 425.00/hr 3.60 245.00/hr

935.00 882.00

BRS Review case file, research premise on real estate lease rejections and assumption. Review docket. Pull motion from docket. Review motion (363) for sale of real property in preparation for drafting memorandumto partner. Review notice of rejection of executory contracts or unexpired leases. Draft comments. Review procedures motion. Conduct legal research on grounds for objecting to release of executory contract. 5/13/2011 SEB SEB SEB Review rejection of leases and exhibits regarding lease rejection and update. Conferences regarding debtor's rejection of leases and alternatives. Further review of debtor's rejection of leases and next steps regarding rejection; review compilation of leases and rejected stores including the damages.

2.40 425.00/hr 0.30 425.00/hr 2.70 425.00/hr

1,020.00 127.50 1,147.50

Page

Hrs/Rate 5/13/2011 RAC Review the motion for sale of IP and real property lease interests. Review notice of hearing on the same. Review proposed order and exhibits regarding the same. Analyze cure amounts to landlords. RAC Conferences regarding the lease rejection claims. BRS Conduct research on objection to rejection of executory contracts or unexpired leases. Draft comments to partners. Review motion approving and authorizing sale of leases and intellectual property. Prepare comments on motion for partner. conferencewith RAC andSEB. draft summary for committee. LT Review e-mail fromRAC and calendar hearings and deadlines regarding the IP and real property lease interest. Confirm with RAC. Review e-mail from BRS and calculate cure amount; forward to BRS. Discussions regarding lease rejections and administrative carrying costs with leases. 3.40 295.00/hr 0.40 295.00/hr 3.70 245.00/hr

Amount 1,003.00

118.00 906.50

0.60 165.00/hr 0.80 425.00/hr 0.60 295.00/hr 0.30 245.00/hr 0.40 295.00/hr 5.30 245.00/hr

99.00

5/15/2011 SEB

340.00 177.00 73.50 118.00 1,298.50

RAC Review the motion establishing lease and executory contract rejection procedures and order thereon. BRS Review notice of rejection of executory contracts or unexpired leases and analyze. 5/16/2011 RAC Conferences regarding the real property leases. BRS Exchange emails with partner as to rejection notice of unexpired leases and analysis of proposed damages. Draft motion for order shortening time in support of employment application and prepare for filing. Review court docket. Conference with partner and associate. Review federal and local rules. Review docket in matter as to real estate leases. Prepare spreadsheet of information as to real estate leases. Review revisions made by associate to motion. Make changes. 5/17/2011 SEB SEB Review of further rejection of leases and calculation of lease rejection damages. Discussions regarding lease rejections and damages.

0.30 425.00/hr 0.50 425.00/hr 0.30 295.00/hr 0.20 295.00/hr

127.50 212.50 88.50 59.00

RAC Review the motion to reject the 2024 N. Halsted Street lease and order thereon. RAC Review notice and proposed order on rejection of 12 leases.

Page

10

Hrs/Rate 5/17/2011 RAC Review the motion and proposed order on the rejection of 15 leases. RAC Review the opposition of Taubman to the sale of the leases through auction. DMM Telephone call with SEB; review Notice to Cancel Executory Contracts filed by Taubman Landlords and applicable provisions of bankruptcy code; email SEB regarding applicability of non-bankruptcy Landlord-Tenant law. 5/18/2011 SEB SEB SEB SEB SEB Review of stalking horse bids for leases and alternatives to maximize the value of leases. Review objection by landlord Irvine Company to sale of leases. Conferences regarding opposition by landlord Macerich concerning debtor's proposed sale of leases. Review of opposition of Westfield regarding debtor's motion to sell leases; discussions concerning alternatives. Review notice of credit bid from landlord concerning estate leases and alternatives. 0.20 295.00/hr 0.40 295.00/hr 0.30 245.00/hr

Amount 59.00 118.00 73.50

0.90 425.00/hr 0.30 425.00/hr 0.20 425.00/hr 0.40 425.00/hr 0.30 425.00/hr 1.20 295.00/hr

382.50 127.50 85.00 170.00 127.50 354.00

RAC Review e-mail from B. Feder regarding the stalking horse bid for the leasehold interests. Review the stalking horse bid for the leasehold interests. Draft summary. Conferences regarding the same. Draft e-mail to the Committee summarizing the same. 5/19/2011 SEB SEB SEB Conferences regarding cure amounts. Discussions regarding rejection of leases and calculation of damages. Conferences regarding Perry Ellis bid and alternatives including cure claims.

0.50 425.00/hr 0.40 425.00/hr 0.70 425.00/hr 0.50 295.00/hr 0.40 295.00/hr 0.40 295.00/hr

212.50 170.00 297.50 147.50

RAC Review the opposition of the Irvine Company to the motion to sale leases. Review the schedules attached thereto regarding the cure amounts and compare to those listed in the debtor's motion. RAC Review the opposition of Macerich and TSLV regarding the motion to auction the leases. RAC Review the opposition to the auction of the leases by GGP.

118.00 118.00

Page

11

Hrs/Rate 5/19/2011 RAC Review the oppositions of the Westfield landlords regarding the auction of their leases. Review the exhibits filed in response. RAC Review the opposition to the motion to auction leases by Simon Property. RAC Conferences regarding lease issues. RAC Review and respond to e-mail from A. Velinsky regarding the objections s to the auction procedures regarding the real property leases. RAC Review credit bid from GGP regarding real property leases. RAC Review bid proposal from Perry Ellis. Draft e-mail to the Committee regarding the same. Conferences regarding the same. Review e-mail from A. Velinsky regarding the Perry Ellis bid. Draft e-mail to A. Velinsky regarding the same. Review analysis of the lease rejection claims. 5/23/2011 RAC Review notice of rejection of certain real property leases and the proposed order thereon. 5/25/2011 SEB Review bids and alternatives, discussions thereon. 0.60 295.00/hr 0.30 295.00/hr 0.30 295.00/hr 0.20 295.00/hr 0.30 295.00/hr 0.60 295.00/hr

Amount 177.00 88.50 88.50 59.00 88.50 177.00

0.20 295.00/hr 4.60 425.00/hr 0.20 295.00/hr 5.30 295.00/hr 10.20 245.00/hr

59.00 1,955.00 59.00 1,563.50 2,499.00

RAC Review notice of rejection of Tigard, OR lease. RAC Review all bids. Compile thorough analysis of all bids. Conferences regarding the same. BRS Conduct research on leases. Review docket, review motions and procedure orders. Review leases. Draft chart of proposed rejected leases and damages. Perform the damages calculations. Conference call with associate and partner to discuss. Review motions filed by bidders. Revise spreadsheet. Draft spreadsheet of bidders and overbidders for meeting. 5/26/2011 SEB Review evaluation of lease rejections and damages.

4.40 425.00/hr 0.70 295.00/hr [ 63.00

1,870.00 206.50

5/31/2011 RAC Review the declaration and exhibits of J. Griffin in support of the assumption and assignment of leases to Perry Ellis. SUBTOTAL:

20,184.00]

Page

12

Hrs/Rate 40 - OPERATIONS 5/11/2011 SEB Discussions thereon regarding agency agreement. 0.40 425.00/hr 0.50 295.00/hr 1.20 295.00/hr 1.60 425.00/hr 1.10 295.00/hr 0.50 425.00/hr 0.20 295.00/hr 0.20 295.00/hr 1.10 295.00/hr

Amount

170.00 147.50 354.00 680.00 324.50 212.50 59.00 59.00

RAC Review the motion and order on the cash management system. RAC Review the order approving the motion regarding the agency agreement. 5/12/2011 SEB Review debtor's motion regarding agency agreement with Liquidators.

RAC Review agency agreement. 5/16/2011 SEB Conference regarding variance report and review of report.

RAC Draft update to the Committee regarding the variance report through May 7, 2011, and the sale of the remaining assets. RAC Review e-mail from A.Velinsky regarding the variance report through May 7, 2011. Draft e-mail in response with several other questions regarding the debtor's operations. RAC Conference call with debtor'scounsel regarding the case. Conferences regarding the same. Review the variance report for the week of May 7th. Draft an update to the Committee regarding the variance report and the lease and IP sales. 5/17/2011 SEB SEB Discussions concerning variance report in light of liquidation schedule and operating budget. Discussions regarding variance reports and timing of liquidation of stores.

324.50

0.50 425.00/hr 0.30 425.00/hr 0.20 295.00/hr 0.30 425.00/hr 0.20 295.00/hr 0.40 425.00/hr

212.50 127.50 59.00 127.50 59.00 170.00

RAC Review the motion and order regarding payment of certain pre-petition employee wages. 5/20/2011 SEB Further conferences concerning reporting sales per budget.

RAC Review e-mail from A. Velinsky regarding the variance report for the week ending May 14th. Draft e-mail to the Committee regarding the same. 5/24/2011 SEB Review of variance report and discussions regarding same.

Page

13

Hrs/Rate 5/24/2011 RAC Review the variance report for the week ending May 14, 2011. Draft e-mail to A. Velinsky to schedule a conference call to discuss the same. SUBTOTAL: 44 - ASSET ANALYSIS/RECOVERY 5/16/2011 RAC Review e-mail from A.Velinsky regarding the payments to insiders and projections for closing of the stores. 5/19/2011 SEB Consider proposal by Perry Ellis Company to purchase real estate interests and valuation of offer. 0.10 295.00/hr 0.50 425.00/hr 2.20 395.00/hr [ 0.30 295.00/hr 9.00

Amount 88.50

3,175.00]

29.50 212.50 869.00

5/23/2011 BDB Conferences regarding claim objection and action to recharacterize debt. Review elements in support of equitable subordination. Review research regarding equitable subordination. SUBTOTAL: 48 - ASSET DISPOSITIONS 5/10/2011 SEB Review oppositions to debtor's sale of leasehold interests and discussions regarding alternatives. [

2.80

1,111.00]

0.40 425.00/hr 0.70 295.00/hr 0.30 425.00/hr 0.90 425.00/hr 0.30 295.00/hr 1.10 425.00/hr 0.30 425.00/hr 0.40 425.00/hr 0.10 295.00/hr

170.00 206.50 127.50 382.50 88.50 467.50 127.50 170.00 29.50

RAC Review the oppositions to the auction motion. 5/11/2011 SEB SEB Conferences regarding next steps in case including proceeds from early liquidation. Meetings concerning next steps in case including liquidation of debtor's assets and junior secured creditors' claims.

5/16/2011 RAC Call with potential purchaser of the debtor's leasesand IP. 5/17/2011 SEB 5/18/2011 SEB SEB Discussions with chairperson regarding developments and liquidation of assets. Discussion regarding objection by Simon Properties to debtor's sale of assets and alternatives. Discussions regarding hearing concerning auction.

RAC Review revised deadline to file oppositions to the bidding procedures motion.

Page

14

Hrs/Rate 5/19/2011 SEB 5/20/2011 SEB Review debtor's motion to sell; oppositions thereto and next steps. Review bidding procedures and alternatives to procedures. 0.90 425.00/hr 0.80 425.00/hr 0.20 295.00/hr 1.30 295.00/hr 0.70 425.00/hr 1.90 425.00/hr 0.90 295.00/hr

Amount 382.50 340.00 59.00 383.50 297.50 807.50 265.50

RAC Review and respond to e-mail from A. Velinsky regarding the auction. RAC Conferences regarding the hearing on the bidding procedures. Review and summarize the bidding procedures motion. 5/22/2011 SEB SEB Discussion regarding stalking horse bid and terms of bid including balances required to cure landlord leases. Discussion and preparation for bidding procedures motion and objections.

RAC Review the Perry Ellis stalking horse bid motion. Compare the cure amounts of the General Growth cure amounts with those in the bid. Conferences regarding the same. Review the sale motion to determine the effect of the stalking horse on the bidding procedures. Review circuit law on the reasonableness of break-up fee. RAC Review the Perry Ellis stalking horse bid motion. Compare the cure amounts of the General Growth cure amounts with those in the bid. Conferences regarding the same. Review the sale motion to determine the effect of the stalking horse on the bidding procedures. Review circuit law on the reasonableness of break-up fee. 5/23/2011 SEB 5/24/2011 SEB SEB Prepare for, travel to and attend hearing regarding bidding procedures motion and omnibus hearing. Discussion regarding auction and offers. Discussion regarding liquidation analysis and review of assets in support of liquidation.

0.90 295.00/hr

265.50

3.90 425.00/hr 0.40 425.00/hr 0.90 425.00/hr 0.30 295.00/hr 1.40 295.00/hr 0.60 295.00/hr

1,657.50 170.00 382.50 88.50 413.00

RAC Conferences regarding the auction. RAC Call with A. Velinsky to discuss the variance report for the week ending 5/17. Conferences regarding the variance report in light of the conference call. Begin drafting liquidation analysis. RAC Review e-mail regarding bid for intellectual property. Review bid for intellectual property. Draft e-mail to the Committee regarding the same. Conferences regarding the bid.

177.00

Page

15

Hrs/Rate 5/25/2011 SEB Conferences regarding amended bid from Cotton and discussions thereon. 0.90 425.00/hr 0.10 295.00/hr 0.10 295.00/hr 1.20 295.00/hr 0.60 295.00/hr 0.10 165.00/hr 7.30 425.00/hr 7.50 295.00/hr 0.20 245.00/hr 0.10 295.00/hr 0.10 165.00/hr 1.20 425.00/hr 0.90 425.00/hr 1.50 295.00/hr 0.30 295.00/hr 0.20 295.00/hr

Amount 382.50 29.50 29.50 354.00 177.00 16.50 3,102.50 2,212.50

RAC Review the notice of the auction and sale hearing. RAC Draft e-mail to A.Velinsky to schedule a conference to discuss the auction. RAC Review the revised stalking horse bid for Cotton on. Conferences regarding the same. RAC Call with A. Velinsky and J. Cohen regarding the auction. Conferences regarding the same. LT 5/26/2011 SEB Review e-mail fromSEB and calendar and confirm deadlines for Auction, Sale Hearing, and objection. Confirm with SEB. Prepare for and attend auction of leaseholds and intellectual property; attend related meetings.

RAC Travel to and from auction of real property leasehold interests and the intellectual property. Attend auction of the leasehold interests and the intellectual property. DMM Multiple emails with SEB and RAC regarding auction at Cooley LLP; review excel spread-sheet summarizing bids; telephone call with SEB. 5/27/2011 RAC Draft e-mail to Committee members regarding the results of the auction of the real property leasehold interests and the intellectual property. LT 5/31/2011 SEB SEB Review e-mail from MKC and calendar Auction of IP interests. Draft e-mail regarding time of Auction. Review auction results and discussions. Discussions regarding landlord oppositions.

49.00 29.50 16.50 510.00 382.50 442.50 88.50 59.00

RAC Prepare for and appear at the hearing on the auction results. Conferences regarding next steps. RAC Review Macerich's opposition to the auction. RAC Review notice of agenda for the hearing on the auction results and review the auction results notice.

Page

16

Hrs/Rate 5/31/2011 RAC Review all of the oppositions to the sale to determine which successful bidder they relate to, and the basis of the opposition. SUBTOTAL: 52 - CASE ADMINISTRATION 5/10/2011 RAC Review the motion and order regarding notice procedures for the case. Review and revise the request for special notice. RAC Review and revise the motion to admit S. Blakeley pro hac vice. RAC Review and revise the pro hac vice application for R. Clifford. RAC Conferences regarding the request for information from the debtor. RAC Draft e-mail to counsel for the debtor to schedule a conference call. RAC Review and respond to e-mail from counsel for the debtor regarding the scheduling a conference call to discuss the case. MKC Review pleadings and case files. LT Review e-mails fromSEB and RAC and draft response to the same. Extensive research regarding SDNY rules and procedures. Draft employment application, notice of hearing, and supporting declarations and forward to RAC for review. Draft Pro Hac Vice applications and orders and forward to RAC for review. Draft Request for Special Notice. Review revised documents and File Request for Special Notice. Coordinate with support staff to set up file and regarding service. Review e-mail from RAC and calendar first omnibus hearing date with reminders. Prepare for and attend conference call with debtor's counsel regarding developments. Conferences regarding next steps in case and strategy. Discussions regarding developments in the case and next steps. 1.10 295.00/hr 0.30 295.00/hr 0.20 295.00/hr 0.30 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 3.50 245.00/hr 6.00 165.00/hr [ 2.20 295.00/hr 44.10

Amount 649.00

15,989.50]

324.50 88.50 59.00 88.50 29.50 29.50 857.50 990.00

5/11/2011 SEB SEB SEB

0.50 425.00/hr 0.90 425.00/hr 0.40 425.00/hr 0.40 295.00/hr

212.50 382.50 170.00 118.00

RAC Conferences regarding the case.

Page

17

Hrs/Rate 5/11/2011 RAC Call to court's clerk regarding telephonic appearance at hearing. Review noticing procedures for telephonic procedures. RAC Review the utilities motion. Determine if any oppositions have been filed. Determine the hearing date set by the court on the motion. RAC Prepare for conference call with debtor's counsel. Conference call with debtor's counsel. RAC Meetings regarding next steps in the case. RAC Review e-mail from C. Hershcopf regarding the conference call. RAC Review e-mail from Committee member regarding the scheduling of a meeting. BRS Review case files and docket. MKC Review docket; pull motions set for hearing. LT Conferences withRAC regarding telephonic appearance. Review e-mail from RAC and calendar conference call with other counsel. Review e-mail from SEB and calendar meeting with True Religion. Confirm the same with SEB. Review Federal Express confirmation and log with Request for Special Notice filing in PM. Review status of case and discussions with creditors regarding same. 0.30 295.00/hr 0.60 295.00/hr 0.70 295.00/hr 1.00 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 245.00/hr 0.30 245.00/hr 0.40 165.00/hr

Amount 88.50 177.00 206.50 295.00 29.50 29.50 24.50 73.50 66.00

5/12/2011 SEB

0.30 425.00/hr 1.40 245.00/hr 0.10 165.00/hr 0.80 425.00/hr 0.30 295.00/hr 0.90 295.00/hr

127.50 343.00 16.50 340.00 88.50

MKC Draft Confidentiality motion. LT 5/15/2011 SEB Review e-mail fromSEB and calendar conference call with Jim Fox regarding case. Confirm with SEB. Discussions regarding case strategy and next steps.

RAC Review e-mail from committee member regarding the case. Conferences regarding the same. Review e-mail to be sent to Committee to schedule conference call. RAC Conferences regarding the case and next steps.

265.50

Page

18

Hrs/Rate 5/15/2011 RAC Draft e-mail to A. Velinsky regarding the contacting of the liquidating agent. RAC Draft e-mail to D. Rothman to schedule a conference call to discuss the case. 5/16/2011 SEB Meeting regarding next steps with liquidation and next steps in case. 0.10 295.00/hr 0.10 295.00/hr 0.70 425.00/hr 0.80 295.00/hr 0.20 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.60 295.00/hr 1.10 295.00/hr 0.10 295.00/hr 6.90 165.00/hr

Amount 29.50 29.50 297.50 236.00 59.00 29.50 29.50 177.00

RAC Conferences regarding the case. RAC Review and respond to e-mails from D. Rothman regarding the scheduling of a conference call to discuss the case. RAC Review and respond to e-mail from D. Rothman regarding the conference call. RAC Draft e-mail to A. Velinsky to schedule a conference call. RAC Review and respond to e-mail from A. Velinsky regarding the information the Committee requires to complete its initial analyses in the case. Prepare for call with D.Rothman. RAC Conference call with D. Rothman regarding the case. Conferences regarding the next steps. Draft e-mail to the Committee regarding the conference call with Wells Frgo. a RAC Review and respond to e-mail from A. Velinsky regarding the agenda for the conference call. LT Review e-mails fromSEB and RAC regarding upcoming dates and deadlines. Calendar all deadlines. Conferences with RAC and SEB regarding the same. E-mails regarding the same. Finalize and work with AB and KP regarding service and certificates of service. Research for SEB and RAC regarding the same. Research and compile list of major parties and attorneys in case. Compile document with motions, hearing dates, and objection deadlines. Review docket and status; conference with creditors regarding recent developments.

324.50

29.50 1,138.50

5/17/2011 SEB

0.30 425.00/hr 0.20 295.00/hr 1.50 295.00/hr

127.50 59.00 442.50

RAC Conferences regarding the filing of orders on motions recently filed. RAC Meeting with Committee chairperson to discuss next steps in the case.

Page

19

Hrs/Rate 5/17/2011 LT MN Review e-mail from RAC and calendar conference call with Michael Breslauer. Confirm with RAC. Research onwhether Metropark USA INC and Bricoleur share the same executives. 0.10 165.00/hr 0.30 45.00/hr 0.40 295.00/hr 1.50 245.00/hr 1.30 165.00/hr

Amount 16.50 13.50 118.00 367.50 214.50

5/18/2011 RAC Conferences regarding preparation for the hearings on May 23, 2011. BRS Conference with associate to discuss research assignment. Conduct legal research. LT Review e-mails from RAC and SEB and pull documents. Review documents and begin putting together case binder. Update dates and deadlines document. Review docket and pull Entered Orders regarding the Pro Hac Vice applications. Review docket and make update firm address for ECF. Review e-mail from RAC and calendar revised objection deadline.

5/19/2011 RAC Review and respond to e-mail from party proposing employment as financial advisor to the committee. DMM Telephone call with Susan Golden, Esq. of U.S. Trustee's office regarding submission of proposed order; telephone call with Ron Clifford; review prior emails with S. Golden and email Ron Clifford. BRS Review email from associate with assignment. Review debtor's motion. review oppositions. Preparememorandumfor meeting with committee. LT 5/20/2011 SEB SEB SEB Prepare litigation binder. Draft table of contents and put documents together. Prepare for and attend conference call with debtor; conference regarding next steps in case. Prepare for and attend conference call with debtor; discuss next steps in case. Prepare for and attend conference call with committee; discussion concerning subsequent actions in case.

0.10 295.00/hr 0.20 245.00/hr 2.50 245.00/hr 2.60 165.00/hr 0.80 425.00/hr 0.80 425.00/hr 1.70 425.00/hr 0.90 295.00/hr

29.50 49.00

612.50 429.00 340.00 340.00 722.50 265.50

RAC Conferences in preparation for conference call with debtor's counsel. Prepare for call with debtor's counsel. Review e-mail from A.Velinsky regarding the conference call to discuss the case. Conference call with A. Velinsky to discuss the case. RAC Prepare for meeting with the Committee. Conference call with the Committee to discuss the case. Call with Committee member to discuss the case. Conferences regarding the next steps in light of Committee call.

1.90 295.00/hr

560.50

Page

20

Hrs/Rate 5/20/2011 LT Meet with SEB and RAC to discuss documents for auction and prepare same. 4.00 165.00/hr 1.00 295.00/hr 4.00 425.00/hr 4.00 295.00/hr 0.30 295.00/hr 0.10 165.00/hr 1.00 295.00/hr 0.10 245.00/hr 0.50 165.00/hr

Amount 660.00 295.00 1,700.00 1,180.00 88.50 16.50 295.00 24.50 82.50

5/22/2011 RAC Prepare for omnibus hearing. 5/23/2011 SEB Attend omnibus hearing.

RAC Travel to and attend omnibus hearing. RAC Draft update to the Committee. 5/24/2011 LT Review e-mail fromSEB and calendar sale hearing. Confirm with SEB.

5/25/2011 RAC Meeting with Committee member to discuss the case. 5/27/2011 DMM Review original proof of claim received by mail from Accord Financial and email Ron Clifford regarding same. LT Review e-mail fromRAC and research Judge Drain's telephonic appearance procedures. Call clerk to request. Per Clerk's instructions, draft e-mail requesting telephonic appearance. Review e-mail confirming. Set up telephonic appearance with Courtcall and forward confirmation to RAC. Log in PM and save to the server.. [

SUBTOTAL: 76 - CLAIMS ADMIN & OBJECTIONS 5/17/2011 RAC Review the motion of Faith Connexion for allowance and payment of its 503(b)(9) claim. RAC Review Bridgeport Capital Funding, LLC's reclamation demand. 5/19/2011 SEB Meetings regarding committee meeting and agenda and topics of concern for unsecured creditors.

64.10

16,950.50]

0.20 295.00/hr 0.10 295.00/hr 0.40 425.00/hr 0.20 295.00/hr 0.40 425.00/hr

59.00 29.50 170.00 59.00 170.00

RAC Review the reclamation demand of Life After Denim. 5/20/2011 SEB Review vendors' motions for administrative priority under 503(b)(9).

Page

21

Hrs/Rate 5/25/2011 DMM Telephone call withSEB regarding possibility of equitable subordination claim regarding loans made by insiders and telephone with MC regarding same. 5/30/2011 RAC Review research on the pre-petition payments to the senior secured creditor. SUBTOTAL: 92 - COMMITTEE ADMINISTRATION 5/10/2011 SEB Prepare for and attend conference call with committee and discussion regarding next steps in case. 3.80 425.00/hr 4.00 295.00/hr 0.20 245.00/hr 0.50 245.00/hr 0.10 295.00/hr 0.10 245.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.20 295.00/hr 0.50 425.00/hr 0.30 295.00/hr 0.20 165.00/hr [ 0.20 245.00/hr 0.30 295.00/hr 1.80

Amount 49.00

88.50

625.00]

1,615.00 1,180.00

RAC Prepare for call with the Committee. Conferences regarding the status of the case. Conference call with the Committee. Conferences regarding next steps. DMM Review and respond toSEB email regarding committee representation; telephone call with RC regarding committee representation. MKC Amend Committee Bylaws. 5/11/2011 RAC Draft e-mail update to the Committee regarding the case. DMM Telephone call withSEB regarding preparation for representation of committee. 5/17/2011 RAC Review e-mail from Committee member confirming availability for conference call. RAC Review e-mails from Committee members regarding their availability for a conference call. 5/18/2011 RAC Review e-mail from Committee member confirming availability for conference call. Draft e-mail to the Committee regarding the same. 5/19/2011 SEB Review various materials regarding committee retention.

49.00 122.50 29.50 24.50 29.50 29.50 59.00 212.50 88.50 33.00

RAC Draft agenda for Committee meeting. Conferences regarding the agenda items. Draft e-mail to the Committee with the agenda. 5/25/2011 LT Review e-mail fromSEB and forward committee member roster/list. Review e-mail fromSEB and look for committee member's email address. Draft e-mail toSEB regarding the same.

Page

22

Hrs/Rate SUBTOTAL: For professional services rendered Additional Charges : 5/10/2011 EXP 5/20/2011 EXP 5/23/2011 EXP 5/25/2011 EXP 5/31/2011 EXP EXP Delivery: Hon. R. Drain, USBC, White Plains, NY Photocopy (275 pages @ $0.20 per page) Travel to court hearing Ground transportation in NY Photocopy (1,303 pages @ $0.20 per page) - May 2011 Postage - March 2011 [ 10.10 250.70

Amount 3,472.50] $81,051.50

23.33 55.00 36.50 40.00 260.60 192.08 $607.51 $81,659.01

Total additional charges Total amount of this bill Timekeeper Summary Name Scott E. Blakeley, Attorney Bradley D. Blakeley, Attorney Ronald A. Clifford, Attorney David M. Mannion, Attorney Brooke R. Sanita, Attorney Marisa K. Commerford, Attorney Lauren Thomas, Paralegal Maryam Nouraei, Legal Assistant 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 84.50 15.70 87.30 2.00 27.20 5.70 28.00 0.30 Rate 425.00 395.00 295.00 245.00 245.00 245.00 165.00 45.00

Amount $35,912.50 $6,201.50 $25,753.50 $490.00 $6,664.00 $1,396.50 $4,620.00 $13.50

-----------------------------------------

EXHIBIT 2
-----------------------------------------

2PARKPLAZASUITE400IRVINECALIFORNIA92614

TELEPHONE(949)2600611FACSIMILE(949)2600613

INTERNET:WWW.BLAKELEYLLP.COM
BREAKDOWN OF HOURS AND FEES May 10, 2011 to May 31, 2011

ATTY SEB BDB RAC DMM BRS MKC LT MN

NAME Scott E. Blakeley Bradley D. Blakeley Ronald A. Clifford David M. Mannion Brooke R. Sanita Marisa K. Commerford Lauren Thomas Maryam Nouraei TOTAL HOURS AND FEES

HOURS 84.5 15.7 87.3 2.0 27.2 5.7 28.0 0.9 250.7

RATE $425.00 $395.00 $295.00 $245.00 $245.00 $245.00 $165.00 $45.00

AMOUNT $35,912.50 $6,201.50 $25,753.50 $490.00 $6,664.00 $1,396.50 $4,620.00 $40.50 $81,051.50

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

BREAKDOWN OF HOURS AND FEES BY BANKRUPTCY CODE CATEGORIES May 10, 2011 to May 31, 2011

Bankruptcy Code Category Initial Pleadings General Creditor Inquiries Compensation of Committees Professionals Employment and Compensation of Professionals Use of Cash Collateral Analysis of Secured Claims Executory Contracts/Leases Operations Asset Analysis/Recovery Asset Dispositions Case Administration Claims Administration and Objections Committee Administration Total of Attorney/Staff Hours and Fees Total Expenses Grand Total of Atty/Staff Hours, Fees and Expenses

Total Hours 0.9 2.0 9.0 3.0 16.7 24.2 63.0 9.0 2.8 44.1 64.1 1.8 10.1 250.7

Total Fee Amount $369.50 $607.00 $2,213.00 $1,080.00 $5,706.50 $9,568.00 $20,184.00 $3,175.00 $1,111.00 $15,989.50 $16,950.50 $625.00 $3,472.50 $81,051.50 $607.51

250.7

$81,659.01

2PARKPLAZASUITE400IRVINECALIFORNIA92614

TELEPHONE(949)2600611FACSIMILE(949)2600613

INTERNET:WWW.BLAKELEYLLP.COM

BREAKDOWN OF MONTHLY EXPENSES May 10, 2011 to May 31, 2011

Date 05/10/11 05/20/11 05/23/11 05/25/11 05/31/11 TOTAL

Copy $0.00 $55.00 $0.00 $0.00 $260.60 $315.60

Facsimile $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Travel $0.00 $0.00 $36.50 $40.00 $0.00 $76.50

Postage $0.00 $0.00 $0.00 $0.00 $192.08 $192.08

Court Fees $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Delivery $23.33 $0.00 $0.00 $0.00 $0.00 $23.33

Computer Research $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Total $23.33 $55.00 $36.50 $40.00 $452.68 $607.51

*Court Fees include Court Conference Call Fees

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) Ronald A. Clifford (Pro Hac Vice) David M. Mannion (State Bar No. 4472486) 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 June 9, 2011, a true and correct copy of the foregoing FIRST MONTHLY FEE STATEMENT OF BLAKELEY & BLAKELEY LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM MAY 10, 2011 THROUGH MAY 31, 2011 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 June 9, 2011 upon the following:

Debtor Metropark USA, Inc. Attn: Rick Hicks 5750 Grace Place Los Angeles, CA 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 June 9, 2011, at Irvine, California.

Dated: June 9, 2011

/s/ Lauren Thomas Lauren Thomas