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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 AUGUST 1, 2012 THROUGH AUGUST 31, 2012 Blakeley & Blakeley LLP ("B&B"), counsel to the Official Committee of Unsecured Creditors (the "Committee") of Metropark USA, Inc. (the "Debtor"), hereby submits this Sixteenth 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 August 1, 2012 through August 31, 2012 (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

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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:

August 1, 2012 through August 31, 2012

$6,526

$5,220.80 80% of compensation sought as actual, reasonable and necessary: Amount of reimbursement sought as actual, reasonable and necessary: $14

/// ///

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STATUTORY BASIS 1. The statutory predicates for the relief requested herein are: (i) sections

328, 330 and 331 of the Bankruptcy Code; (ii) Rule 2016 of the Bankruptcy Rules; (iii) Rule 2016-1 of the Local Bankruptcy Rules; and (iv) the Monthly Compensation Procedures Order (defined below). PROCEDURAL BACKGROUND 2. On May 2, 2011, the Debtor filed its voluntary petition for relief under

Chapter 11 of the Bankruptcy Code. 3. On May 6, 2011, the Office of the United States Trustee appointed the

Committee in the above-referenced case pursuant to Section 1102(a)(1) of the Bankruptcy Code. EMPLOYMENT OF PROFESSIONAL 4. On May 26, 2011, the Court entered its Order authorizing the

employment of B&B as counsel to the Official Committee of Unsecured Creditors, nunc pro tunc to May 10, 2011. ORDER ESTABLISHING MONTHLY COMPENSATION PROCEDURE 5. On May 24, 2011, the Court entered an Order pursuant to Sections 105(a)

and 331 of the Bankruptcy Code and Bankruptcy Rules 2016(a) Establishing Procedures for Interim Monthly Compensation and Reimbursement of Expenses of Professionals (the "Monthly Compensation Procedures Order"), which sets forth the procedures for compensation and reimbursement of expenses for all professionals in this case. 6. In particular, the Monthly Compensation Procedures Order provides that

a professional may file and serve a Monthly Fee Statement with the Court on or before

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the twentieth (20th) day of each month following the month for which compensation is sought. Provided that there are no objections to a Monthly Fee Statement filed within thirty-five (35) days following the month for which compensation is sought, the Debtor is authorized to pay such professional eighty-percent (80%) of the fees and one-hundredpercent (100%) of the expenses requested in such Monthly Fee Statement. SERVICES PROVIDED DURING FEE STATEMENT PERIOD 7. During the Fee Statement period, B&B has provided services to the

Committee, including but not limited to: a. Conferring with other counsel regarding the case status; b. Conferring with committee members and creditors regarding the case; c. Analyzing potential preference actions; and d. Preparing claims analyses. RELIEF REQUESTED 8. B&B submits this Monthly Fee Statement for compensation of the actual

and necessary professional services that it has rendered as counsel to the Committee for the period of August 1, 2012 through August 31, 2012. 9. During the Fee Statement Period, B&B provided services to the For the same period, B&B incurred actual,

Committee in the amount of $6,526.

reasonable and necessary expenses totaling $14. The aggregate amount of fees and expenses totals $6,540. 10. Detailed entries for B&B's services and expenses incurred are set forth in

the attached exhibits as follows:

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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 $5,220.80, representing eighty percent (80%) of the actual, reasonable and necessary professional services rendered to the Committee during the period August 1, 2012 to August 31, 2012; ; and (ii) payment by the Debtor of interim monthly reimbursement in the amount of $14, representing one hundred percent (100%) of the actual, reasonable and necessary expenses incurred during the same period. Dated: September 19, 2012 By: /s/ Ronald A. Clifford_____ Scott E. Blakeley Ronald A. Clifford Counsel for the Official Committee of Unsecured Creditors of Metropark USA, Inc.

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

EXHIBIT 1
-----------------------------------------

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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 Aug 2012

August 31, 2012

Invoice # 10667

Professional Services Hrs/Rate 08 - GENRL CREDITOR INQUIRIES 8/10/2012 RAC Call with creditor regarding the status of the case. RAC Review e-mail from creditor inquiring about the proposed distribution. 8/29/2012 RAC Review and respond to e-mail from creditor inquiring as to the status of the case. SUBTOTAL: 12 - B&B LLP EMP/COMPENSATION 8/2/2012 LT 8/15/2012 LT Request July invoices fromKSB. Follow up on July invoices. 0.10 165.00/hr 0.10 165.00/hr 0.20 295.00/hr 0.10 295.00/hr 0.70 165.00/hr 0.40 295.00/hr [ 1.60 16.50 16.50 59.00 29.50 115.50 [ 0.20 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.40 59.00 29.50 29.50 Amount

118.00]

8/16/2012 RAC Review the fee statement for July. (.2) RAC Review the July fee statement for filing with the court. 8/17/2012 LT Review email fromRAC and draft/prepare July fee statement, exhibits and certificate of service.Forward to RAC for review. File and serve; log in PM.

8/29/2012 RAC Attention to the amounts owed to B&B from the date of employment.

118.00

SUBTOTAL:

355.00]

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Page

Hrs/Rate 16 - EMP/COMP OF PROFESSIONALS 8/31/2012 RAC Attention to the professional fees in the case, and draft spreadhseet a regarding the same. SUBTOTAL: 24 - POST-PETITION FINANCING 8/29/2012 RAC Attention to theloan documents regarding the DIP loan. (1.6) Conferences regarding the same. (.2) SUBTOTAL: 32 - ANALYSIS OF SECURED CLAIMS 8/31/2012 PMS Discussion with RC regarding status of settlement and review of loan documents. SUBTOTAL: 40 - OPERATIONS 8/8/2012 RAC Review the operating reports recently filed by the debtor. 0.80 295.00/hr [ 0.80 [ 0.20 295.00/hr 0.20 [ 1.80 295.00/hr 1.80 [ 1.00 295.00/hr 1.00

Amount

295.00

295.00]

531.00

531.00]

59.00

59.00]

236.00

SUBTOTAL: 52 - CASE ADMINISTRATION 8/7/2012 RAC Attention to the stipulation to resolve the winding down of the case. RAC Determine the amount that is projected to go to the term lenders. (.6) Determine if the pre-petition tax claim was paid post-petition. (.3) 8/16/2012 RAC Conference withSEB regarding next steps in the case. (.2) Draft e-mail to S. Mayerson regarding the status of the stipulation regarding the exit strategy for the case. (.1) 8/21/2012 RAC Review e-mail from S.Mayerson regarding the settlement agreement. 8/22/2012 RAC Review e-mail from S.Mayerson regarding the settlement of the case. (.1) Review the stipulation regarding the same. (.5) Conferences with SEB regarding the same. (.1)

236.00]

1.50 295.00/hr 0.90 295.00/hr 0.30 295.00/hr 0.10 295.00/hr 0.70 295.00/hr

442.50 265.50 88.50

29.50 206.50

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Page

Hrs/Rate 8/23/2012 RAC Review e-mail from C.Hershcopf regarding the settlement agreement. (.1) Conference withSEB regarding the settlement agreement. (.1) 8/24/2012 RAC Review e-mail from C.Schael regarding the stipulation. RAC Review e-mail from C.Shael regarding the settlement agreement. RAC Review e-mail from C.Hershcopf regarding the settlement agreement. RAC Review message from A. Velinsky regarding the settlement agreement. 8/27/2012 RAC Conference withSEB regarding the case. 8/28/2012 RAC Review e-mail from C.Hershcopf regarding the settlement of the case. RAC Review e-mail from C.Hershcopf regarding the case settlement. RAC Review and respond to e-mail from C. Hershcopf regarding the timing of the providing of comments to the stipulation to resolve the case. RAC Conference withSEB regarding the settlement agreement. 8/31/2012 RAC Draft revisions to the stipulation resolving open issues in the case. RAC Conference withSEB regarding the stipulation to resolve the case. RAC Draft e-mail to S.Mayerson regarding the settlement agreement. RAC Review e-mail from S.Mayerson regarding the settlement agreement. RAC Conference withSEB regarding the settlement proposal. 0.20 295.00/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 0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 2.40 295.00/hr 0.30 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.30 295.00/hr [ 7.80

Amount 59.00 29.50 29.50 29.50 29.50 29.50 29.50 29.50 29.50 29.50 708.00 88.50 29.50 29.50 88.50

SUBTOTAL:

2,301.00]

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Page

Hrs/Rate 68 - BANKRUPTCY LITIGATION 8/1/2012 LT Continue reviewing schedules, statement of financial affairs, and filed claims and continuepreparing spreadsheet for potential preference defendants. 6.30 165.00/hr 0.10 295.00/hr 2.70 165.00/hr 2.40 165.00/hr 2.40 165.00/hr 0.20 295.00/hr 0.60 295.00/hr [ 14.70

Amount

1,039.50

8/2/2012 PMS Discussion withLT regarding status of gathering information for preference action analysis (0.1) LT Continue preparing spreadsheet for potential preference defendants. Begin reviewing assumption/rejection notices regarding leases to see which landlords would be possible defendants. Continue preparing spreadsheet for potential preference defendants. Continue preparing spreadsheet for potential preference defendants. Begin reviewing assumption/rejection notices regarding leases to see which landlords would be possible defendants.

29.50 445.50

8/8/2012 LT 8/9/2012 LT

396.00 396.00

8/20/2012 PMS Discussion withSEB and RC regarding filing preference actions this in case (0.2) 8/31/2012 RAC Review the preference actions in the case, and draft analysis.

59.00 177.00

SUBTOTAL: 92 - COMMITTEE ADMINISTRATION 8/7/2012 RAC Prepare thorough update for the Committee.

2,542.50]

0.30 295.00/hr [ 0.30 28.60

88.50

SUBTOTAL: For professional services rendered Additional Charges : 8/17/2012 EXP Delivery: Soloman, Ward et al, San Diego, CA

88.50] $6,526.00

14.00 $14.00 $6,540.00

Total additional charges Total amount of this bill

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Page

Amount Balance due $9,945.80

Name Peter M. Sweeney, Attorney Ronald A. Clifford, Attorney Lauren Thomas, Paralegal

Timekeeper Summary

Hours 0.50 13.40 14.70

Rate 295.00 295.00 165.00

Amount $147.50 $3,953.00 $2,425.50

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

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

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2 PARK PLAZA SUITE 400 IRVINE CALIFORNIA 92614 TELEPHONE (949) 260-0611 FACSIMILE (949) 260-0613 INTERNET: WWW.BLAKELEYLLP.COM
BREAKDOWN OF HOURS AND FEES August 1, 2012 to August 31, 2012

ATTY PMS RAC LT

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

HOURS 0.5 13.4 14.7 28.6

RATE $295.00 $295.00 $165.00

AMOUNT $147.50 $3,953.00 $2,425.50 $6,526.00

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2 PARK PLAZA SUITE 400 IRVINE CALIFORNIA 92614 TELEPHONE (949) 260-0611 FACSIMILE (949) 260-0613 INTERNET: WWW.BLAKELEYLLP.COM
BREAKDOWN OF HOURS AND FEES BY BANKRUPTCY CODE CATEGORIES August 1, 2012 to August 31, 2012

Bankruptcy Code Category General Creditor Inquiries Employment and Compensation of Committees Professionals Employment and Compensation of Professionals Post-Petition Financing Analysis of Secured Claims Operations Case Administration Bankruptcy Litigation Committee Administration Total of Attorney/Staff Hours and Fees Total Expenses Grand Total of Atty/Staff Hours, Fees and Expenses

Total Hours 0.4 1.6 1.0 1.8 0.2 0.8 7.8 14.7 0.3 28.6

Total Fee Amount $118.00 $355.00 $295.00 $531.00 $59.00 $236.00 $2,301.00 $2,542.50 $88.50 $6,526.00 $14.00

28.6

$6,540.00

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2 PARK PLAZA SUITE 400 IRVINE CALIFORNIA 92614 TELEPHONE (949) 260-0611 FACSIMILE (949) 260-0613 INTERNET: WWW.BLAKELEYLLP.COM
BREAKDOWN OF MONTHLY EXPENSES August 1, 2012 to August 31, 2012

Date 8/17/2012 TOTAL

Copy $0.00 $0.00

Facsimile $0.00 $0.00

Travel $0.00 $0.00

Postage $0.00 $0.00

Court Fees $0.00 $0.00

Delivery $14.00 $14.00

Computer Research $0.00 $0.00

Total $14.00 $14.00

*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 September 19, 2012, a true and correct copy of the foregoing MONTHLY FEE STATEMENT OF BLAKELEY & BLAKELEY LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM AUGUST 1, 2012 THROUGH AUGUST 31, 2012 was electronically transmitted through the Courts ECF system to all parties indicated on the electronic filing receipt. Additionally, the foregoing was served via overnight delivery on September 19, 2012 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 September 19, 2012, at Irvine, California. Dated: September 19, 2012 /s/ Lauren Thomas Lauren Thomas