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Facsimile: (212) 880-6499 Scott E. Blakeley (Pro Hac Vice) Ronald A. Clifford (Pro Hac Vice) David M. Mannion Counsel to the Official Committee of Unsecured Creditors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: METROPARK USA, INC., Case No. 11-22866 (RDD) Debtor. Chapter 11

STIPULATION BETWEEN THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, THE DEBTOR AND BRICOLEUR CAPITAL PARNTERS, LP, AS SECOND LIEN AGENT CLARIFYING THE CHALLENGE PERIOD RELATED TO THE PURPORTED SUBORDINATED SECURED LIENS WHEREAS, on May 2, 2011, Metropark USA, Inc., (the Debtor) filed a voluntary petition for relief under title 11 of the United States Code (the Bankruptcy Code) with the United States Bankruptcy Court for the Southern District of New York, White Plains Division (the Court). WHEREAS, the Official Committee of Unsecured Creditors (the Committee) is the statutory committee that was appointed by the Office of the United States Trustee pursuant to Section 1102(a)(1) of the Bankruptcy Code on or about May 6, 2011. WHEREAS, the Debtor stipulated in that Motion of the Debtor for (i) Use of Cash Collateral; (II) Granting Adequate Protection; (III) Scheduling a Final Hearing; and

(IV) Granting Related Relief (the Motion), filed on May 2, 2011, that it is a party to that certain Note Purchase Agreement dated March 21, 2011 (the Prepetition Subordinated Credit Agreement) among the Debtor and Bricoleur Capital Partners, LP (Bricoleur), as second lien agent, on behalf of itself and those other lenders related to the Prepetition Subordinated Credit Agreement, including certain officers and directors of the Debtor. WHEREAS, the Debtor further stipulated in the Motion that there was a balance owing under the Prepetition Subordinated Credit Agreement in the amount of $825,000 on the petition date. WHEREAS, the order on the Motion provides that: Nothing in this [Interim Order] shall prejudice whatever rights that the Committee or any other party in interest with requisite standing, other than the Debtor, may have (a) to object to or challenge the findings and conclusions herein, including, but not limited to, the Debtors Stipulations in relation to (i) the validity, extent, perfection, or priority of the security interests and liens in the Prepetition Collateral under the Prepetition Senior Claim Documents, or (ii) the validity, allowability, priority, status or amount of the Prepetition Senior Claim, or (b) to bring suit against the Prepetition Senior Secured Parties in connection with or related to the Prepetition Senior Claim Documents, or the actions or inactions of the Prepetition Lender arising out of or related to the Prepetition Senior Claim Documents; provided, however, that, unless the Committee or any other party in interest with requisite standing commences a contested matter or an adversary proceeding raising such objection or challenge, including without limitation any claim against the Prepetition Senior Secured Parties in the nature of a setoff, counterclaim, or defense to the Prepetition Senior Claim, within the period commencing on the entry of this [Interim Order] and ending on the date which is the earlier to occur of (i) 60 days after the retention by the Committee of counsel (the Challenge Period)(emphasis added). See Interim Order 60. WHEREAS, the Committee filed its Ex Parte Motion Pursuant to Bankruptcy Rule 9006(c) for Entry of an Order Shortening Time for Notice of Hearing to Consider Motion for Order Under Bankruptcy Code Sections 105, 1103 and 1109 Granting the

Official Committee of Unsecured Creditors Authority to Commence an Adversary Proceeding (the Ex Parte Motion) on June 22, 2011. WHEREAS, through this Stipulation, the Committee, the Debtor and Bricoleur desire to resolve the need for a hearing on the Ex Parte Motion by stipulating that no bar date exists under the terms of the Motion as to the filing of any motions or actions to challenge the purported liens of Bricoleur by the Debtor, the Committee, or any other party in-interest. NOW THEREFORE, the parties hereto, by and through their undersigned counsel of recorded, agree as follows: 1. By entering into this Stipulation, the parties agree that there exists no

deadline under the terms of any cash collateral motion, stipulation, or order related to the instant case to file motions or actions challenging, inter alia, the enforceability, priority, or amount of any purported secured liens of Bricoleur regarding the Debtors assets. 2. Upon execution of this Stipulation by all parties, the Committee will

withdraw the Ex Parte Motion, and schedule any hearings on any motions or actions regarding the purported secured liens, whether currently filed or not, of Bricoleur on regular notice. IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have caused this Stipulation to be duly executed as set forth below: Dated: June 27, 2011 BLAKELEY & BLAKELEY LLP By:_/s/Ronald A. Clifford_________ Scott E. Blakeley Ronald A. Clifford Attorneys for the Official Committee of Unsecured Creditors of Metropark, USA, Inc. ///

Dated: June 27, 2011

COOLEY LLP By:_/s/Alex R. Velinsky___________ Cathy Hershcopf Alex R. Velinsky Attorneys for the Debtor-in-Possession, Metropark, USA, Inc.

Dated: June 27, 2011

SOLOMON WARD SEIDENWURM SMITH LLP By:_/s/Michael D. Breslauer_________ Michael D. Breslauer Attorneys for Bricoleur Capital Partners, LP as Second Lien Agent on Behalf of Itself and Cynthia T. Harris, Jon E. Bortz, Ellen E. Bortz, Jay A. Johnson, Robert M. Poole, Orval D. Madden, as Trustee of the Madden Family Trust UTD 3/27/98, as amended, and LeAnn Madden as Trustee of the Madden Family Trust UTD 3/27/98, as amended