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, 2011 THROUGH AUGUST 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 Fourth 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, 2011 through August 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 sought as actual, reasonable and necessary:

August 1, 2011 through August 31, 2011

$18,017.50

$14,414.00 80% of compensation sought as actual, reasonable and necessary: Amount of reimbursement sought as actual, reasonable and necessary: $318.85

/// ///

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 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, 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 August 1, 2011 through August 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 $18,017.50. For the same period, B&B incurred actual, reasonable and necessary expenses totaling $318.85. The aggregate amount of fees and expenses totals $18,336.35. 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. 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 $14,414.00, representing eighty percent (80%) of the actual, reasonable and necessary professional services rendered to the Committee during the period August 1, 2011 to August 31, 2011; and (ii) payment by the Debtor of interim monthly reimbursement in the amount of $318.85, representing one hundred percent (100%) of the actual, reasonable and necessary expenses incurred during the same period.

Dated: September 19, 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
-----------------------------------------

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

Invoice submitted to: Metropark August 2011

August 31, 2011

Invoice # 9784

Professional Services Hrs/Rate 08 - GENRL CREDITOR INQUIRIES 8/4/2011 RAC Call with creditor regarding the case. 8/11/2011 RAC Review message from creditor regarding the status of the case. 8/16/2011 RAC Review message from creditor regarding the status of the case. 8/22/2011 RAC Review e-mail from creditor inquiring as to the status of the case. Review the court's docket for a proof of claim filed by the creditor. Review the debtor's schedulesfor the creditor's proof of claim. Conference call with creditor regarding the same. Draft e-mail to creditor following up on the conference call. 8/23/2011 RAC Review message from creditor inquiring as to the status of the case. (.1) Call with creditor regarding the same. (.2) Review and respond to e-mail from creditor requesting monthly updates in the case. (.1) RAC Review messages from creditors inquiring as to the status of the case. RAC Draft e-mail to creditor regarding the confirmation of their proof of claim filing with the court clerk. 8/24/2011 RAC Review and respond to e-mail from creditor regarding the filing of a proof of claim. 8/25/2011 RAC Review e-mail from creditor regarding the status of her proof of claim showing on thecourt's claimsregister. 8/29/2011 RAC Review message from creditor requesting the status of the case. 0.40 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.60 295.00/hr 118.00 29.50 29.50 177.00 Amount

0.40 295.00/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

118.00

29.50 29.50 29.50 29.50 29.50

Page

Hrs/Rate 8/29/2011 RAC Review message from creditor regarding the status of the case. 0.10 295.00/hr [ 2.20

Amount 29.50

SUBTOTAL: 12 - B&B LLP EMP/COMPENSATION 8/1/2011 LT 8/15/2011 SEB Review e-mail fromRAC regarding July fee statement deadline. Calendar deadline to file fee statement with reminders. Confirm with RAC. Review fee statement and conference regarding same.

649.00]

0.20 165.00/hr 0.20 425.00/hr 0.10 295.00/hr 0.60 165.00/hr 0.70 295.00/hr 0.70 165.00/hr

33.00 85.00 29.50 99.00

RAC Conferences regarding the July fee statement. LT Review e-mail fromRAC regarding fee statement and draft response to the same. Draft/prepare July fee statement and forward to RAC for review.

8/18/2011 RAC Review and revise the fee statement of B&B for July. Review invoices for July. LT Draft certificate of service for July fee statement. Request overnight envelopes. Review revisions made by RAC to July Fee Statement and make changes as necessary. Finalize, file and serve. Confirm with RAC and log in PM. Calendar deadline for parties to object to fee statement and confirm withRAC.

206.50 115.50

8/31/2011 RAC Complete analysis of Committee counsel fees owed to date. Draft e-mail to A. Velinsky regarding the same. SUBTOTAL: 16 - EMP/COMP OF PROFESSIONALS 8/22/2011 RAC Review the notice of adjournment of the hearing on the fee application of Keen Realty. LT Review e-mail fromRAC. Print Notice of Adjournment of Hearing regarding Great American/GA Keen Fee Application for RAC's review. Calendar new hearing date with reminders and confirm with RAC. Review e-mail from RAC and calendar date that Cooley and CRG Partners will be seeking payment from Debtor for allowed fees and expenses. Confirm with RAC. [

0.70 295.00/hr 3.20

206.50

775.00]

0.10 295.00/hr 0.20 165.00/hr 0.10 165.00/hr

29.50 33.00

8/23/2011 LT

16.50

Page

Hrs/Rate 8/29/2011 RAC Conference regarding the employment terms for pursuance of the preference actions. SUBTOTAL: 28 - USE OF CASH COLLATERAL 8/5/2011 SEB Review cash budget and line items and next steps for permitted uses of cash. 0.50 425.00/hr 0.40 295.00/hr [ 0.10 295.00/hr 0.50

Amount 29.50

108.50]

212.50 118.00

RAC Review e-mail from A.Velinsky regarding the proposed cash collateral budget. Review the proposed cash collateral budget for August. Conferences regarding the same. Draft e-mail to A. Velinsky regarding the proposed budget. RAC Review e-mail from C. Hershcopf regarding the proposed cash collateral budget. Conferences regarding the same. Draft e-mail to C. Hershcopf regarding the proposed budget. RAC Call to M. Bresslauer regarding the proposed cash collateral budget. RAC Review e-mail from C. Hershcopf regarding the proposed cash collateral budget. 8/9/2011 RAC Review and respond to e-mail from A. Velinsky regarding the progress made with M. Bresslauer on the cash collateral budget . 8/16/2011 SEB Discussion regarding budget; review budget and conference regarding next steps.

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

59.00

29.50 29.50 29.50 127.50 59.00 88.50 29.50 29.50 170.00 118.00

RAC Conferences regarding the cash collateral budget for August. Draft e-mail to M. Breslauer regarding the cash collateral budget for August. RAC Call with M. Bresslauer regarding the cash collateral budget. Conferences regarding the wind down budget. 8/18/2011 RAC Review e-mail fromM. Bresslauer in response to my e-mail regarding the cash collateral budget. 8/22/2011 RAC Draft e-mail to M. Bresslauer regarding the cash collateral budget. 8/23/2011 SEB Consider cash budget and next steps regarding liquidation of assets.

RAC Review and respond to e-mail from A. Velinsky regarding the cash collateral budget. (.1) Conferences regarding the same. (.2) Draft e-mail to M. Bresslauer regarding the same. (.1)

Page

Hrs/Rate 8/24/2011 SEB Consider grounds to oppose line items for budget and opposition. 0.30 425.00/hr 0.40 295.00/hr 0.20 295.00/hr 0.60 425.00/hr 0.90 295.00/hr

Amount 127.50 118.00

RAC Conferences regarding the filing of an opposition to the current cash collateral budget. (.3) Conferences regarding the proposal to resolve the issues with the term lenders in light of the cash collateral issues. (.1) 8/25/2011 RAC Review the agenda for the August 29, 2011 hearing. Conferences regarding the filing of a responsive pleading as to the continued use of cash collateral. 8/26/2011 SEB Review order regarding use of cash and discussions concerning terms of use and next steps.

59.00

255.00 265.50

RAC Review e-mail from A.Velinsky regarding the cash collateral budget for September. Review the stipulated cash collateral order. Draft e-mail to A. Velinsky regarding the same. Conferences regarding the same. Conference call with A.Velinsky regarding the same. RAC Review the notice of adjournment of the hearing on the debtor's use of cash collateral and the Keen Realty fee application. 8/30/2011 RAC Review local rules and the U.S. Trustee Guidelines regarding the use of cash collateral to pay only select estate professionals. Legal research regarding the same. Conferences regarding the same. RAC Draft limited opposition to the motion for continued use of cash collateral. RAC Finalize the limited opposition to the debtor's motion for the use of cash for filing. Conferences regarding the same. RAC Draft e-mail to parties-in-interest with the limited objection to the debtor's continued use of cash collateral. RRS Email and discussion with RAC regarding filing of motion. Reviewed opposition to Debtor's 5th motion for use of cash. Prepared motion for filing and filed via ECF. 8/31/2011 RAC Prepare for cash collateral hearing. (.3) Appear at cash collateral hearing telephonically. (.6) Conferences regarding the next steps regarding cash collateral. (.4) RAC Review the certificate of service regarding the limited opposition to the cash collateral budget. LT Meeting with RAC to discuss service of Limited Opposition regarding Cash Collateral motion. Review e-mail from RAC and filing from yesterday. Draft/prepare Certificate of Service. File and serve.

0.10 295.00/hr 0.60 295.00/hr 1.80 295.00/hr 0.60 295.00/hr 0.10 295.00/hr 1.30 245.00/hr 1.30 295.00/hr 0.10 295.00/hr 0.70 165.00/hr

29.50 177.00

531.00 177.00 29.50 318.50

383.50

29.50 115.50

Page

Hrs/Rate SUBTOTAL: 32 - ANALYSIS OF SECURED CLAIMS 8/1/2011 SEB Consider revised proposal to term lenders and evaluate alternatives. 0.50 425.00/hr 0.90 295.00/hr 1.10 295.00/hr 1.40 295.00/hr [ 12.20

Amount 3,716.00]

212.50 265.50 324.50 413.00

RAC Complete the draft of the letter to Bresslauer resolving the issues related to the subordinate liens. RAC Finalize the letter to Bresslauer regarding the claims against the term lenders. RAC Conferences regarding the claims against the insiders and analysis of their liens. Draft thorough e-mail to the Committee regarding the proposed next steps regarding the same. Revise the letter Bresslauer to for presentation and approval by the Committee. 8/3/2011 SEB Conference regarding alternatives with terms lenders and next steps with alternatives.

0.50 425.00/hr 0.10 295.00/hr 0.20 295.00/hr 0.10 295.00/hr 0.40 425.00/hr 1.10 295.00/hr

212.50 29.50 59.00 29.50

RAC Draft e-mail toM. Bresslauer regarding the Committee's analysis of the subordinated liens. 8/5/2011 RAC Review message fromM. Bresslauer regarding the Committee's analysis of the second liens. Conferences regarding the same. RAC Review and respond to e-mail from Bresslauer regarding the M. scheduling of a conference call to discuss the Committee's analysis of the second liens. 8/8/2011 SEB Discussion regarding next steps with term lenders and liquidation budget and alternatives.

170.00 324.50

RAC Prepare for conference call with Bresslauer to discuss the claims M. against the term lenders and the next steps in the case. (.3) Call M. to Bresslauer to discuss the same. (.1) Conference call with Bresslauer M. regarding the same. (.4) Conferences regarding drafting of proposal to term lenders resolving the claims against them. (.3) SUBTOTAL: 40 - OPERATIONS 8/1/2011 RAC Draft e-mail to A.Velinsky regarding the GOB sale reports. [

6.30

2,040.50]

0.10 295.00/hr

29.50

Page

Hrs/Rate 8/1/2011 RAC Review e-mail from A.Velinsky regarding the GOB sale reconciliation. Conferences regarding the same. 8/24/2011 RAC Call with potential board member. 0.20 295.00/hr 0.10 295.00/hr [ 0.40

Amount 59.00 29.50

SUBTOTAL: 44 - ASSET ANALYSIS/RECOVERY 8/26/2011 SEB Conferences regarding budget and assets for liquidating.

118.00]

0.30 425.00/hr [ 0.30

127.50

SUBTOTAL: 48 - ASSET DISPOSITIONS 8/10/2011 RAC Review e-mail from C.Hershcopf regarding the IP purchaser's e-mail related to the debtor'sbreach of the sale agreement. RAC Review e-mail from M. Breslauer regarding issues with the purchaser of the intellectual property. (.1) Review e-mail from D. Rothman regarding issues with the purchaser of the intellectual property. (.1) Draft e-mail regarding Committee's position as to the issues with the purchaser of the intellectual property. (.1) 8/18/2011 RAC Review and respond to e-mail from Committee member regarding the sale of the IP. SUBTOTAL: 52 - CASE ADMINISTRATION 8/2/2011 RAC Review and respond to e-mail from Committee member regarding next steps in the case. 8/5/2011 LT Review e-mail fromRAC and calendar conference call with Michael Bresslauer. Confirm withRAC.

127.50]

0.10 295.00/hr 0.30 295.00/hr

29.50 88.50

0.10 295.00/hr [ 0.50

29.50

147.50]

0.20 295.00/hr 0.10 165.00/hr 0.10 295.00/hr 0.60 295.00/hr 0.20 295.00/hr

59.00 16.50 29.50 177.00 59.00

8/6/2011 RAC Conferences regarding the case. 8/8/2011 RAC Begin drafting memorandumto M. Bresslauer regarding next steps in the case. 8/9/2011 RAC Review e-mail from C.Hershcopf regarding the next steps in the case. Conferences regarding the same.

Page

Hrs/Rate 8/11/2011 SEB Review term lender settlement proposal and next steps. 0.30 425.00/hr 0.60 295.00/hr 1.30 425.00/hr 2.40 295.00/hr

Amount 127.50 177.00 552.50 708.00

RAC Draft settlement proposal regarding the case for the Committee. Conferences regarding the same. 8/12/2011 SEB Discussions regarding liquidation budget; review of liquidation budget and alternatives.

RAC Draft wind-down budget for the case. (.6) Review the U.S. Trustee fee schedule. (.1) Draftmemorandumon the settlement of the case. (.5) Draft memorandumon the prosecution of the preference actions in the case. (1.2) RAC Draft settlement letter toM. Bresslauer. Conferences regarding the case. 8/16/2011 LT Review e-mail fromRAC and update committee cases/fees status list.

0.70 295.00/hr 0.10 165.00/hr 1.80 295.00/hr

206.50 16.50 531.00

8/23/2011 RAC Determine amounts owed to Cooley and CRG through July. (.4) Draft budget on a goingforward basis that includes full payment of the Cooley, CRG and Keene Realty fees. (.5) Determine the total amount of 503(b)(9) claims filed in the case. (.3) Review vendor deposit issues. (.6) 8/25/2011 LT Review e-mail fromRAC and pull and print Notice of Agenda of hearing. Submit request via email to Judge Drain for RAC to appear telephonically at hearing.

0.20 165.00/hr 0.10 295.00/hr 0.40 165.00/hr

33.00

8/26/2011 RAC Review e-mail from chambers granting telephonic appearance request. LT Review e-mails from Judge Drain and his courtroom deputy regarding telephonic appearance and change of hearing time due to weather conditions. Forward information toRAC. Change calendar entry in PM and set up telephonic appearance for the same.

29.50 66.00

8/31/2011 RAC Conferences regarding the case. RAC Draft e-mail to S.Mayerson to request a conference call to discuss the winding down of the case. RAC Review e-mail from S.Mayerson regarding availability for a call to discuss the case. LT Review e-mail fromRAC and print document forRAC's review.

0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 165.00/hr [ 9.50

29.50 29.50 29.50 16.50

SUBTOTAL:

2,893.50]

Page

Hrs/Rate 68 - BANKRUPTCY LITIGATION 8/1/2011 SEB Consider next steps against preference claimants and review payment history. 0.30 425.00/hr 0.60 295.00/hr 1.20 425.00/hr 2.30 295.00/hr 0.10 295.00/hr 0.80 425.00/hr 0.10 295.00/hr 0.60 295.00/hr

Amount

127.50 177.00 510.00 678.50 29.50 340.00 29.50 177.00

RAC Review the transfers to creditors within the 90 days prior to the bankruptcy petition filing. 8/9/2011 SEB Review payments to creditors within 90 days and potential defenses to preference claims and value to estate.

RAC Complete analysis of the preference actions in the case. 8/15/2011 RAC Draft e-mail toM. Bresslauer regarding the resolution of the claims against the term lenders. 8/19/2011 SEB Conferences regarding terms lenders' responses to lien evaluation and next steps.

RAC Call with M. Breslauer regarding the resolution of the claims against the insiders. RAC Draft e-mail to A.Velinsky regarding the status of the term lenders' analysis of the proposal to resolve the claims against the term lenders. Draft e-mail to C.Hershcopf regarding the same. Research regarding the payment over certain professionals over others. Conferences regarding the same. 8/24/2011 SEB SEB Discussion regarding compromise with term lenders and next steps. Consider counter-offer and next steps.

0.40 425.00/hr 0.50 425.00/hr 0.70 295.00/hr 1.10 295.00/hr

170.00 212.50 206.50

RAC Call with M. Bresslauer to discuss the resolution of the claims against the term lenders. (.1) Conferences regarding the same. (.2) Prepare for further conference call withM. Bresslauer. (.4) RAC Conference call withM. Bresslauer regarding the term lenders' counter proposal as to the resolution of the potential claims against them by the Committee. (.5) Review the terms of the counter proposal as compared to the original offer to settle. (.2) Conferences regarding the same. (.4) 8/25/2011 SEB Consider litigation assets for distribution.

324.50

0.80 425.00/hr 0.50 295.00/hr

340.00 147.50

RAC Conferences regarding the counteroffer as to the settlement of the term lender claims. Determine the employee priority claims in the case.

Page

Hrs/Rate 8/25/2011 RAC Draft e-mail to S. Mayerson regarding the term sheet aimed at resolving the claims against the term lenders. RAC Review and respond to e-mail from S. Mayerson regarding the term sheet resolving the claims against the term lenders. 8/26/2011 RAC Conferences regarding the status of the draft of the counter-proposal for the resolution of the term lender claims. Draft e-mail to S. Mayerson requesting the draft. RAC Review and respond to e-mails from S. Mayerson regarding the status of the term lenders' counter-proposal to the Committee's proposal to resolve the claims against the term lenders. Conferences regarding the same. 8/28/2011 RAC Prepare litigation timeline regarding the term lender claims for discussion with the Committee. 8/29/2011 RAC Review e-mail fromM. Breslauer regarding the settlement proposal regarding the claims against the term lenders. RAC Review e-mail from S.Mayerson regarding the settlement agreement regarding the claims against the term lenders. RAC Review the counter-proposal from the term lenders resolving the claims against them. Draftmemorandumregarding the counter-proposal for meeting regarding the same. Prepare for meeting on the counter-proposal. RAC Meeting regarding the counter-proposal of the term lenders to resolve the claims against the term lenders. Review notes from the meeting in preparation for drafting of the response. RAC Review message fromM. Breslauer regarding the settlement of the claims against the term lenders. RAC Draft response to the proposal of the term lenders regarding the claims against them by the estate. RAC Finalize the response letter to the term lenders. Draft e-mail to S. Mayerson regarding the same. 8/30/2011 RAC Draft e-mail to S.Mayerson regarding the counter-proposal to her client's settlement letter. 8/31/2011 RAC Review e-mail from S.Meyerson regarding a counter-proposal for moving forward with the case. Conferences regarding the same. RAC Draft e-mail to S.Mayerson and M. Breslauer scheduling a call to discuss counter-proposal. Review e-mail from S. Mayerson in response. 0.10 295.00/hr 0.10 295.00/hr 0.20 295.00/hr 0.40 295.00/hr 2.90 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 2.80 295.00/hr

Amount 29.50 29.50 59.00

118.00

855.50 29.50 29.50 826.00

0.70 295.00/hr 0.10 295.00/hr 2.10 295.00/hr 0.50 295.00/hr 0.10 295.00/hr 0.20 295.00/hr 0.20 295.00/hr

206.50

29.50 619.50 147.50 29.50 59.00 59.00

Page

10

Hrs/Rate 8/31/2011 RAC Conference call with S. Mayerson and M. Breslauer regarding the settlement of the claims against the insiders. Determine the amount of cash in the estate that will be left after the expenses are paid through August 31st. Draft e-mail to A. Velinsky requesting the amount of vendor deposits and refunds outstanding. Conferences regarding the settlement. SUBTOTAL: 76 - CLAIMS ADMIN & OBJECTIONS 8/23/2011 SEB LT Consider administrative claims and priority claims and budget to liquidate assets and range of distribution. Review e-mail fromRAC. Review claims register to see if RRAM has filed Proof of Claim. Pull Proof of Claim and save to server; forward to RAC. [ 0.90 425.00/hr 0.30 165.00/hr 1.20 58.30 [ 1.40 295.00/hr

Amount 413.00

22.00

7,010.00]

382.50 49.50

SUBTOTAL: For professional services rendered Additional Charges : 7/21/2011 EXP 7/29/2011 EXP 8/1/2011 EXP 8/19/2011 EXP EXP EXP EXP 8/31/2011 EXP EXP EXP Delivery: Cooley, LP, NYC Court Conference Call On-line legal research - July 2011 Delivery: S. Golden, Esquire, NYC Delivery: C. Hershcopf, Esquire, NYC Delivery: D. Rothman, Esquire, Boston, MA Delivery: M. Breslauer, Esquire, SDiego, CA Postage - August 2011 Photocopy - August 2011 Delivery: Hon. R. D. Drain, White Plains, NY

432.00] $18,017.50

23.33 40.00 39.81 23.23 23.23 23.23 13.75 26.84 82.20 23.23 $318.85 $18,336.35

Total additional charges Total amount of this bill

Page

11

Timekeeper Summary Name Scott E. Blakeley, Attorney Ronald A. Clifford, Attorney Roger R. Steinbeck, Attorney Lauren Thomas, Paralegal Payment in full is due upon receipt of this invoice. Please remit payment to: Blakeley & Blakeley LLP P.O. Box 5865 Irvine, California 92616-5865 Hours 10.50 42.80 1.30 3.70 Rate 425.00 295.00 245.00 165.00 Amount $4,462.50 $12,626.00 $318.50 $610.50

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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 August 1, 2011 to August 31, 2011

ATTY SEB RAC RRS LT

NAME Scott E. Blakeley Ronald A. Clifford Roger R. Steinbeck Lauren Thomas TOTAL HOURS AND FEES

HOURS 10.5 42.8 1.3 3.7 58.3

RATE $425.00 $295.00 $245.00 $165.00

AMOUNT $4,462.50 $12,626.00 $318.50 $610.50 $18,017.50

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

BREAKDOWN OF HOURS AND FEES BY BANKRUPTCY CODE CATEGORIES August 1, 2011 to August 31, 2011

Bankruptcy Code Category General Creditor Inquiries Compensation of Committees Professionals Employment and Compensation of Professionals Use of Cash Collateral Analysis of Secured Claims Operations Asset Analysis/Recovery Asset Dispositions 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 2.2 3.2 0.5 12.2 6.3 0.4 0.3 0.5 9.5 22 1.2 58.3

Total Fee Amount $649.00 $775.00 $108.50 $3,716.00 $2,040.50 $118.00 $127.50 $147.50 $2,893.50 $7,010.00 $432.00 $18,017.50 $318.85

58.3

$18,336.35

2PARKPLAZASUITE400IRVINECALIFORNIA92614

TELEPHONE(949)2600611FACSIMILE(949)2600613

INTERNET:WWW.BLAKELEYLLP.COM

BREAKDOWN OF MONTHLY EXPENSES August 1, 2011 to August 31, 2011

Date 07/21/11 07/29/11 08/01/11 08/19/11 08/31/11 TOTAL

Copy $0.00 $0.00 $0.00 $0.00 $82.20 $82.20

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

Travel $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Postage $0.00 $0.00 $0.00 $0.00 $26.84 $26.84

Court Fees $0.00 $40.00 $0.00 $0.00 $0.00 $40.00

Delivery $23.33 $0.00 $0.00 $83.44 $23.23 $130.00

Computer Research $0.00 $0.00 $39.81 $0.00 $0.00 $39.81

Total $23.33 $40.00 $39.81 $83.44 $132.27 $318.85

*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 Ronald A. Clifford David M. Mannion 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, 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 AUGUST 1, 2011 THROUGH AUGUST 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 September 19, 2011 upon the following:

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, 2011, at Irvine, California.

Dated: September 19, 2011

/s/ Lauren Thomas Lauren Thomas