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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 NOVEMBER 1, 2011 THROUGH NOVEMBER 30, 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 Seventh 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 November 1, 2011 through November 30, 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:

November 1, 2011 through November 30, 2011

$3,330.00

80% of compensation sought as $2,664.00 actual, reasonable and necessary: Amount of reimbursement sought as actual, reasonable and necessary: $85.39

/// ///

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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. Negotiating with the term lenders regarding resolution of their claim; and d. 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 November 1, 2011 through November 30, 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 For the same period, B&B incurred actual,

Committee in the amount of $3,330.

reasonable and necessary expenses totaling $85.39. The aggregate amount of fees and

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expenses totals $3,415.39. 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 $2,664, representing eighty percent (80%) of the actual, reasonable and necessary professional services rendered to the Committee during the period November 1, 2011 to November 30, 2011; and (ii) payment by the Debtor of interim monthly reimbursement in the amount of $85.39, representing one hundred percent (100%) of the actual, reasonable and necessary expenses incurred during the same period.

Dated: December 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
-----------------------------------------

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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 November 2011

November 30, 2011

Invoice # 10051

Professional Services Hrs/Rate 08 - GENRL CREDITOR INQUIRIES 11/7/2011 RAC Review and respond to inquiry from creditor as to the status of the case. 0.10 295.00/hr [ 0.10 29.50 Amount

SUBTOTAL: 12 - B&B LLP EMP/COMPENSATION 11/15/2011 LT LT Review e-mail fromRAC regarding status of October fee statement and draft response to the same. Follow up with KS regarding invoices. Review invoice draft and draft October fee statement. Forward to RAC for review.

29.50]

0.20 165.00/hr 0.50 165.00/hr 0.40 295.00/hr 0.70 165.00/hr 0.10 165.00/hr [ 1.90

33.00 82.50 118.00 115.50

11/17/2011 RAC Review and revise the October fee statement and all corresponding exhibits. LT Review email fromRAC. Finalize October Fee Statement and exhibits, and draft certificate of service. File and serve. Log in PM and calendar objection deadline. Calculate and calendar deadline to file November fee statement, and request invoices from KS.

11/30/2011 LT

16.50

SUBTOTAL: 16 - EMP/COMP OF PROFESSIONALS 11/15/2011 RAC Review the fee statement for CRG for October. (.1) Conferences regarding the same. (.1) 11/18/2011 SEB Review debtors' professionals fee statements and discussions thereon.

365.50]

0.20 295.00/hr 0.20 425.00/hr

59.00 85.00

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Page

Hrs/Rate 11/18/2011 RAC Review the fee statement for Cooley for October. 0.20 295.00/hr [ 0.60

Amount 59.00

SUBTOTAL: 28 - USE OF CASH COLLATERAL 11/2/2011 SEB Consider terms of cash collateral order and next steps.

203.00]

0.20 425.00/hr 0.20 295.00/hr 0.10 295.00/hr 0.80 295.00/hr 0.30 165.00/hr

85.00 59.00 29.50 236.00 49.50

RAC Review and respond to e-mails from A. Velinsky regarding the 6th interim cash collateral order. RAC Draft e-mail to S.Mayerson regarding the cash collateral budget. RAC Review the 6th cash collateral order. LT Review e-mail fromRAC regarding telephonic appearance at cash collateral hearing and draft response to the same. Draft e-mail to chambers to request telephonic appearance. Call and leave a message with the Judge's law clerk regarding the same. Discuss cash budget and line items; review allowed amounts.

11/7/2011 SEB

0.30 425.00/hr 0.20 295.00/hr 0.90 295.00/hr 0.20 295.00/hr 0.30 295.00/hr 0.20 295.00/hr 0.10 295.00/hr 0.20 295.00/hr

127.50 59.00 265.50

RAC Review e-mails from A.Velinsky regarding the cash collateral budget. RAC Review the cash collateral budget. Determine the correct amounts owed to B&B under the September fee statement. Draft e-mail to A. Velinsky regarding the cash collateral budget. Conferences regarding the same. RAC Review e-mail from A.Velinsky regarding the Committee's questions regarding the budget. Conferences regarding the same. 11/8/2011 RAC Review e-mail from R. Homme regarding the revised cash collateral budget. Review the revised cash collateral budget. (.2) Draft e-mail in response. (.1) 11/9/2011 RAC Review and respond to e-mail from A. Velinsky regarding the cash collateral budget. RAC Review and respond to e-mail from A. Velinsky regarding the proposed cash collateral order. 11/11/2011 RAC Draft e-mail to A.Velinsky regarding the cash collateral budget. Review and respond to e-mail from A. Velinsky regarding the same.

59.00 88.50

59.00 29.50 59.00

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Page

Hrs/Rate 11/15/2011 RAC Review e-mail from A.Velinsky regarding the cash collateral motion. (.1) Call to S. Mayerson to discuss the same. (.1) Draft e-mail to A. Velinsky regarding the unresponsiveness of S. Mayerson. (.1) Conferences regarding the same. (.1) RAC Review e-mail from A.Velinsky regarding the cash collateral stipulation. RAC Call with S. Mayerson regarding the cash collateral budget and resolution of the case. (.2) Conferences regarding the same. (.1) Review e-mail from S. Mayerson regarding the resolution of the cash collateral issues. (.1) Review e-mail from A. Velinsky regarding the submission of a revised cash collateral order. (.1) 11/18/2011 RAC Review e-mail from A.Velinsky to chambers regardingthe the submission of the agreed cash collateral order and budget. 11/19/2011 RAC Review e-mail from the Court regarding the cash collateral budget. RAC Review e-mail from S.Mayerson to the court regarding the cash collateral budget. 11/28/2011 RAC Conferences regarding the payments to professionals. (.1) Draft e-mail to A. Velinsky regarding the same. (.1) 11/30/2011 SEB Review cash collateral order and discussions concerning provisions. 0.40 295.00/hr

Amount 118.00

0.10 295.00/hr 0.50 295.00/hr

29.50 147.50

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

29.50 29.50 29.50 59.00 85.00 29.50 29.50 33.00

RAC Review the cash collateral order. RAC Draft e-mail to S.Mayerson regarding the cash collateral order. LT Pull Sixth Interim Order regarding Use of Cash Collateral from docket and forward to RAC for review. Calendar final hearing on use of cash collateral and objection deadlines with reminders, and deadline to request telephonic appearance. Confirm with RAC. [

SUBTOTAL: 40 - OPERATIONS 11/28/2011 LT Review email fromRAC. Review docket and pull Debtors' monthly operating report for October 2011; forward to RAC.

6.10

1,825.50]

0.10 165.00/hr [ 0.10

16.50

SUBTOTAL:

16.50]

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Page

Hrs/Rate 52 - CASE ADMINISTRATION 11/7/2011 SEB Discussions regarding disposition of Chapter 11 and term lenders' responses. 0.30 425.00/hr 0.10 295.00/hr 0.30 295.00/hr 0.10 295.00/hr 0.50 425.00/hr 0.20 425.00/hr 0.10 295.00/hr [ 1.60

Amount

127.50 29.50 88.50 29.50 212.50 85.00 29.50

RAC Draft update e-mail to the Committee. RAC Conferences regarding the next steps in the case. 11/9/2011 RAC Draft e-mail to S.Mayerson requesting a response e-mail. 11/18/2011 SEB 11/21/2011 SEB Review status of Chapter 11 and next steps for prosecution of avoidance actions. Discuss next steps regarding prosecution of avoidance actions.

RAC Conferences regarding next steps in the case.

SUBTOTAL: 68 - BANKRUPTCY LITIGATION 11/7/2011 RAC Draft e-mail to S.Mayerson regarding the status of a response to the Committee's proposal for resolution of the case. 11/19/2011 SEB 11/28/2011 SEB Discuss responses of term lenders. Consider next steps for liquidation in light of term lenders' failure to respond.

602.00]

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

29.50 85.00 85.00 29.50 59.00

RAC Draft e-mail to S.Mayerson regarding the resolution of the claims against the insiders. RAC Review e-mail from S.Mayerson regarding the status of a response to the Committee's offer to settle the claims of the estate against the insiders. (.1) Conferences regarding the same. (.1) SUBTOTAL: For professional services rendered [

0.80 11.20

288.00] $3,330.00

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Page

Additional Charges : Amount 11/1/2011 EXP EXP EXP 11/30/2011 EXP Delivery: C. Hershcopf, Esquire, NYC (October 18, 2011) Delivery: Office of the US Trustee, NYC (October 18, 2011) Delivery: D. Rothman, Esquire, Boston, MA (October 18, 2011) Photocopy - November 2011 23.13 23.13 23.13 16.00 $85.39 $3,415.39

Total additional charges Total amount of this bill

Timekeeper Summary Name Scott E. Blakeley, Attorney Ronald A. Clifford, 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 2.30 6.80 2.10 Rate 425.00 295.00 165.00 Amount $977.50 $2,006.00 $346.50

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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 November 1, 2011 to November 30, 2011

ATTY SEB RAC LT

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

HOURS 2.3 6.8 2.1 11.2

RATE $425.00 $295.00 $165.00

AMOUNT $977.50 $2,006.00 $346.50 $3,330.00

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

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

Bankruptcy Code Category General Creditor Inquiries Compensation of Committees Professionals Employment and Compensation of Professionals Use of Cash Collateral Operations Case Administration Bankruptcy Litigation Total of Attorney/Staff Hours and Fees Total Expenses Grand Total of Atty/Staff Hours, Fees and Expenses

Total Hours 0.1 1.9 0.6 6.1 0.1 1.6 0.8 11.2

Total Fee Amount $29.50 $365.50 $203.00 $1,825.50 $16.50 $602.00 $288.00 $3,330.00 $85.39

11.2

$3,415.39

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2PARKPLAZASUITE400IRVINECALIFORNIA92614

TELEPHONE(949)2600611FACSIMILE(949)2600613

INTERNET:WWW.BLAKELEYLLP.COM
BREAKDOWN OF MONTHLY EXPENSES November 1, 2011 to November 30, 2011

Date 11/01/11 11/30/11 TOTAL

Copy $0.00 $16.00 $16.00

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 $69.39 $0.00 $69.39

Computer Research $0.00 $0.00 $0.00

Total $69.39 $16.00 $85.39

*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 December 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 NOVEMBER 1, 2011 THROUGH NOVEMBER 30, 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 December 19, 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. California. Dated: December 19, 2011 /s/ Lauren Thomas Lauren Thomas Executed on December 19, 2011, at Irvine,