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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 OCTOBER 1, 2011 THROUGH OCTOBER 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 Sixth 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 October 1, 2011 through October 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

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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:

October 1, 2011 through October 31, 2011

$9,308

80% of compensation sought as $7,446.40 actual, reasonable and necessary: Amount of reimbursement sought as actual, reasonable and necessary: $27.60

/// ///

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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 the Debtor's monthly operating reports; b. Reviewing, analyzing and evaluating the Debtor's cash collateral and coordinating with Debtor's counsel regarding the same; c. Reviewing and analyzing the proposed payments of pre-petition taxes, and discussing the same with the Debtor and the secured creditors; d. Negotiating with the term lenders regarding resolution of their claim; and e. 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 October 1, 2011 through October 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

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Committee in the amount of $9,308.

For the same period, B&B incurred actual,

reasonable and necessary expenses totaling $27.60. The aggregate amount of fees and expenses totals $9,335.60. 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 $7,446.40, representing eighty percent (80%) of the actual, reasonable and necessary professional services rendered to the Committee during the period October 1, 2011 to October 31, 2011; and (ii) payment by the Debtor of interim monthly reimbursement in the amount of $27.60, representing one hundred percent (100%) of the actual, reasonable and necessary expenses incurred during the same period.

Dated: November 17, 2011

By: /s/ Ronald A. Clifford_____ Scott E. Blakeley Ronald A. Clifford Counsel for the Official Committee of Unsecured Creditors of Metropark USA, Inc.

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

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Invoice submitted to: Metropark October 2011

October 30, 2011

Invoice # 9950

Professional Services Hrs/Rate 08 - GENRL CREDITOR INQUIRIES 10/12/2011 RAC Review and respond to e-mail from creditor regarding the status of the case. 10/13/2011 RAC Review e-mail from creditor inquiring regarding the status of the case. 10/18/2011 RAC Review message from creditor requesting the status of the case. Call with the creditor regarding the same. SUBTOTAL: 12 - B&B LLP EMP/COMPENSATION 10/5/2011 LT 10/17/2011 LT Review email fromRAC regarding September Fee Statement. Draft e-mail to KS requesting invoices for September. Draft e-mail to KS following up on status of September invoices. Review invoices forwarded by KS for September. Forward to RAC for review and draft/prepare September Fee Statement and Exhibits. 0.10 165.00/hr 0.50 165.00/hr 0.20 295.00/hr 0.30 295.00/hr 0.90 165.00/hr 0.10 295.00/hr 16.50 82.50 [ 0.10 295.00/hr 0.10 295.00/hr 0.30 295.00/hr 0.50 29.50 29.50 88.50 Amount

147.50]

10/18/2011 RAC Review invoices for September fee statement. RAC Review the fee statement and corresponding exhibits for September. LT Review e-mail fromRAC regarding September fee statement and forward fee statement for review. Review e-mail from RAC and finalize, file and serve September Fee Statement. Send confirmation of the same RAC. to

59.00 88.50 148.50

10/19/2011 RAC Conferences regarding the filing of the fifth fee statement.

29.50

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Page

Hrs/Rate 10/26/2011 LT Calendar deadline to file October fee statement. 0.10 165.00/hr [ 2.20

Amount 16.50

SUBTOTAL: 16 - EMP/COMP OF PROFESSIONALS 10/5/2011 RAC Review the amounts owed to Cooley, CRG and B&B after application of the cash collateral budgets. Conferences regarding the same. 10/20/2011 RAC Review the monthly fee statement of Cooley.

441.00]

0.30 295.00/hr 0.20 295.00/hr [ 0.50

88.50 59.00

SUBTOTAL: 20 - FINANCIAL FILINGS 10/6/2011 RAC Review the May MOR. 10/7/2011 SEB Discussion regarding operating reports and cash for judgment lender.

147.50]

0.40 295.00/hr 0.40 425.00/hr 2.10 295.00/hr [ 2.90

118.00 170.00 619.50

RAC Begin review of the MORs.

SUBTOTAL: 28 - USE OF CASH COLLATERAL 10/3/2011 SEB SEB Review cash collateral budget and expenses. Discussions regarding cash collateral budget and secured creditor's position.

907.50]

0.50 425.00/hr 0.40 425.00/hr 1.20 295.00/hr

212.50 170.00 354.00

RAC Review and respond to e-mails from A. Velinsky regarding the October cash collateral budget. (.2) Research on the N.Y. tax audit issues. (.5) Conferences regarding the same. (.2) Draft e-mail to S. Mayerson regarding the tax issue. (.1) Call with A. Velinsky to discuss the N.Y. tax audit line item in the October budget. (.2) RAC Draft e-mail to A.Velinsky regarding the payment of pre-petition taxes post-petition. RAC Review e-mail from S.Mayerson regarding the use of cash collateral. Review the sections of the Committee's commentsto the use of cash collateral that the term lenders take issue with.

0.20 295.00/hr 0.40 295.00/hr

59.00 118.00

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Page

Hrs/Rate 10/3/2011 RAC Review e-mail from A.Velinsky regarding the cash collateral stipulation. RAC Review and respond to e-mail from A. Velinsky regarding the cash collateral budget. RAC Conferences regarding the use of cash collateral. 10/4/2011 RAC Review e-mail from A.Velinsky regarding the cash collateral budget. Review the final version of the cash collateral order. Review the final version of the budget. Conferences regarding the same. RAC Review e-mail from A.Velinsky to the court regarding the cash collateral order. 10/5/2011 SEB Review budget and discussions. 0.10 295.00/hr 0.20 295.00/hr 0.40 295.00/hr 0.80 295.00/hr 0.10 295.00/hr 0.30 425.00/hr 1.00 295.00/hr

Amount 29.50 59.00 118.00 236.00

29.50 127.50 295.00

RAC Review entered order on the use of cash collateral. (.4) Review the budget regarding the same. (.2) Draft e-mail to A. Velinsky regarding the timing of the plan payments. (.1) Conferences regarding the timing of the cash collateral payments. (.2) Review and respond to e-mail from A. Velinsky regarding the amount of R. Hicks' monthly pay. (.1) RAC Review notice of entered order regarding the cash collateral stipulation. MS 10/7/2011 SEB Calendar final hearing use of cash collateral and reminder. Consider cash collateral budget and line items.

0.10 295.00/hr 0.10 165.00/hr 0.30 425.00/hr 0.30 295.00/hr 0.20 295.00/hr [ 6.60

29.50 16.50 127.50 88.50

RAC Review the amended cash collateral budget and compare to the initial budget for differences. Conferences regarding the difference. Draft e-mail to A. Velinsky regarding the amended cash collateral budget. RAC Review and respond to e-mails from A. Velinsky regarding the amendment to the cash collateral budget. SUBTOTAL: 32 - ANALYSIS OF SECURED CLAIMS 10/5/2011 SEB Review secured creditor's response to compromise and next steps in response. [

59.00

2,129.00]

0.40 425.00/hr 0.40

170.00

SUBTOTAL:

170.00]

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Page

Hrs/Rate 36 - EXECUTORY CONTRACTS/LEASES 10/10/2011 SEB Consider landlord claims and administrative priority. 0.80 425.00/hr 3.20 295.00/hr [ 4.00

Amount

340.00 944.00

RAC Review e-mail from A.Velinsky regarding reimbursement of waived occupancy expenses. Research regarding the same. SUBTOTAL: 40 - OPERATIONS 10/5/2011 SEB Evaluate responsible officer and costs of estate and alternatives.

1,284.00]

0.40 425.00/hr 0.70 295.00/hr 0.10 295.00/hr [ 1.20

170.00 206.50

RAC Review e-mail from A.Velinsky regarding the monthly pay of R. Hicks. (.1) Researchon who can act as the responsible individual in a liquidating case. (.5) Conferences regarding the same. (.1) 10/10/2011 RAC Conferences regarding the payment of the cash collateral payments.

29.50

SUBTOTAL: 52 - CASE ADMINISTRATION 10/3/2011 SEB Evaluate taxes against the estate and alternatives to assessing liability and next steps.

406.00]

0.90 425.00/hr 0.20 295.00/hr

382.50 59.00

RAC Draft e-mail to S.Mayerson regarding the cash collateral budget and the resolution of the winding down of the balance of the estate. Draft e-mail to A. Velinsky to confirm the cash remaining in the estate after payment of the October cash collateral expenses. RAC Review e-mail from A.Velinsky regarding the cash on hand. Review the revised cash collateral budget for October. Draft e-mail to A. Velinsky regarding a difference in the cash on hand. RAC Review e-mail from A.Velinsky regarding the proposed payment of pre-petition taxes. (.1) Research on the payment of pre-petition taxes post-petition without the filing of a motion. (.3) Research regarding the payment of pre-petition taxes post-petition prior to confirmation of a plan of reorganization. (.5) Review the schedules to determine the amount of tax debt in the case. (.2) Review N.Y. tax law on use taxes being assessed to corporate officers. (.4) Conferences regarding the payment of the pre-petition taxes post-petition. (.2)

0.30 295.00/hr 1.70 295.00/hr

88.50

501.50

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Page

Hrs/Rate 10/6/2011 SEB Discussions concerning next steps in the case. 0.30 425.00/hr 0.20 295.00/hr 0.30 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.20 295.00/hr 0.30 295.00/hr 0.10 295.00/hr 0.10 295.00/hr [ 4.90

Amount 127.50 59.00 88.50 29.50 29.50 29.50 59.00 88.50 29.50 29.50

RAC Review the court's docket for recent filings. RAC Conferences regarding the status of the case. 10/7/2011 RAC Review and respond to e-mail from Committee member inquiring as to the status of the case. RAC Review e-mail from Committee member regarding their proofs of claim. 10/10/2011 RAC Review the court's docket for recent filings. RAC Draft e-mail to Committee member regarding regarding hisproof of claim. Conferences regarding the same. 10/11/2011 RAC Conferences regarding the case. 10/13/2011 RAC Review e-mail from insider requesting documentation related to his ownership interest in the debtor. 10/24/2011 RAC Conferences regarding the status of the case.

SUBTOTAL: 68 - BANKRUPTCY LITIGATION 10/3/2011 RAC Review and draft thorough response to e-mail from S. Mayerson regarding the resolution of the term lender claims. Revise liquidating budget. 10/4/2011 SEB Review status of negotiations with terms lenders and tax issues.

1,601.50]

1.00 295.00/hr 0.90 425.00/hr 1.60 295.00/hr

295.00

382.50 472.00

RAC Review e-mail from S.Mayerson regarding the settlement of the term lender claim. Research on the payment of the pre-petition tax claim. Research the cost ofD&O insurance. Draft thorough response to S. Mayerson regarding the resolution of the term lenders' claim. 10/5/2011 RAC Review e-mail from S.Mayerson regarding the resolution of the term lenders' claim. Draft thorough response.

0.60 295.00/hr

177.00

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Page

Hrs/Rate 10/6/2011 RAC Draft e-mail to S.Mayerson regarding the resolution of the term lenders' claims. RAC Review e-mail from S.Mayerson regarding the settlement of the term lenders' claims. 10/12/2011 RAC Draft e-mail to S.Mayerson regarding the resolution of the claims against the term lenders. 10/13/2011 RAC Draft e-mail to M. Breslauer regarding the resolution of the claims against the term lenders. MN Uploaded and logged court conformed True Religion Proof of Claim. 0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.30 45.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.30 425.00/hr 0.30 295.00/hr 0.30 425.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr [ 6.40

Amount 29.50 29.50 29.50 29.50 13.50 29.50 29.50 127.50 88.50 127.50 29.50 29.50 29.50 29.50 29.50

10/14/2011 RAC Review e-mail fromM. Breslauer regarding the case. RAC Draft e-mail to S.Mayerson regarding the case. 10/16/2011 SEB Discussions concerning next steps to resolve dispute with term lenders and alternatives.

RAC Review and respond to e-mail from S. Mayerson regarding the resolution of the claims against the term lenders. Conferences regarding the same. 10/17/2011 SEB Discussion concerning consent of junior secured creditors and next steps.

RAC Review and respond to e-mail from S. Mayerson regarding the resolution of the claims against the term lenders. 10/20/2011 RAC Draft e-mail to S. Mayerson regarding the resolution of the claims against the term lenders. 10/24/2011 RAC Draft e-mail to S.Mayerson regarding the status of her clients' response to the Committee's proposal to resolve the claims against her clients. RAC Review e-mail from S.Mayerson regarding the case. 10/30/2011 RAC Draft e-mail to S.Mayerson regarding the resolution of the case.

SUBTOTAL:

2,008.00]

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Page

Hrs/Rate 76 - CLAIMS ADMIN & OBJECTIONS 10/7/2011 LT 10/10/2011 LT Review e-mail fromRAC with True Religion proof of claim for filing. Finalize and send to Claims Agent. Log in PM. Forward confirmation of delivery of True Religion proof of claim to RAC and log in PM. Review e-mail fromRAC, and draft cover letter to clerk enclosing copy of proof of claim, and forward to RAC for review. [ 0.20 165.00/hr 0.20 165.00/hr

Amount

33.00 33.00

SUBTOTAL: For professional services rendered Additional Charges : 10/7/2011 EXP 10/18/2011 EXP Delivery: Omni Mgmt Group, LA, CA Delivery: San Diego, CA

0.40 30.00

66.00] $9,308.00

13.80 13.80 $27.60 $9,335.60

Total additional charges Total amount of this bill

Timekeeper Summary Name Scott E. Blakeley, Attorney Ronald A. Clifford, Attorney Lauren Thomas, Paralegal Monica Suydam, 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 6.20 21.40 2.00 0.10 0.30 Rate 425.00 295.00 165.00 165.00 45.00 Amount $2,635.00 $6,313.00 $330.00 $16.50 $13.50

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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 October 1, 2011 to October 31, 2011

ATTY SEB RAC LT MS MN

NAME Scott E. Blakeley Ronald A. Clifford Lauren Thomas Monica Suydam Maryam Nouraei TOTAL HOURS AND FEES

HOURS 6.2 21.4 2.0 0.1 0.3 30.0

RATE $425.00 $295.00 $165.00 $165.00 $45.00

AMOUNT $2,635.00 $6,613.00 $330.00 $16.50 $13.50 $9,308.00

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


BREAKDOWN OF HOURS AND FEES BY BANKRUPTCY CODE CATEGORIES September 1, 2011 to September 30, 2011

Bankruptcy Code Category General Creditor Inquiries Compensation of Committees Professionals Employment and Compensation of Professionals Financial Filings Use of Cash Collateral Analysis of Secured Claims Executory Contracts/Leases Operations Case Administration Bankruptcy Litigation Claims Administration and Objections Total of Attorney/Staff Hours and Fees Total Expenses Grand Total of Atty/Staff Hours, Fees and Expenses

Total Hours 0.5 2.2 0.5 2.9 6.6 0.4 4.0 1.2 4.9 6.4 0.4 30.0

Total Fee Amount $147.50 $441.00 $147.50 $907.50 $2,129.00 $170.00 $1,284.00 $406.00 $1,601.50 $2,008.00 $66.00 $9,308.00 $27.60

30.0

$9,335.60

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2PARKPLAZASUITE400IRVINECALIFORNIA92614

TELEPHONE(949)2600611FACSIMILE(949)2600613

INTERNET:WWW.BLAKELEYLLP.COM
BREAKDOWN OF MONTHLY EXPENSES October 1, 2011 to October 31, 2011

Date 10/07/11 10/18/11 TOTAL

Copy $0.00 $0.00 $0.00

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 $13.80 $13.80 $27.60

Computer Research $0.00 $0.00 $0.00

Total $13.80 $13.80 $27.60

*Court Fees include Court Conference Call Fees

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Certificate

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 November 17, 2011, 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 OCTOBER 1, 2011 THROUGH OCTOBER 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 November 17, 2011 upon the following:

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Certificate

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 November 17, 2011, at Irvine, California. Dated: November 17, 2011 /s/ Lauren Thomas Lauren Thomas

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