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 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: METROPARK USA, INC., Case No. 11-22866 (RDD) Debtor. Chapter 11

SECOND MONTHLY FEE STATEMENT OF BLAKELEY & BLAKELEY LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM JUNE 1, 2011 THROUGH JUNE 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 Second 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 June 1, 2011 through June 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 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:

June 1, 2011 through June 30, 2011

$50,234.00

$40,187.20 80% of compensation sought as actual, reasonable and necessary: Amount of reimbursement sought as actual, reasonable and necessary: $1,253.59

///

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 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 1102(a)(1) of the Bankruptcy Code. EMPLOYMENT OF PROFESSIONAL 4. On May 26, 2011, the Court entered an 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 ("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 hundred percent (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 June 1, 2011 through June 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

Committee in the amount of $50,234.00. For the same period, B&B incurred actual, reasonable and necessary expenses totaling $1,253.59. The aggregate amount of fees and expenses totals $51,487.59. 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, a breakdown of hours and fees by certain bankruptcy code categories, and a breakdown of monthly expenses. ///

NOTICE 11. Pursuant to the Monthly Compensation Procedures Order, this Monthly

Fee Statement will be served via overnight mail upon: (i) the Debtor, Metropark USA, Inc., 5750 Grace Place, Los Angeles, California (Attn: Rick Hicks); (ii) counsel to the Debtor, Cooley LLP, 1114 Avenue of the Americas, New York, NY 10036 (Attn: Jeffrey L. Cohen, Esq.); (iii) counsel for the Office of the United States Trustee, 33 Whitehall Street, 21st Floor, New York, NY 10004 (Attn: Susan Golden); (iv) counsel to Wells Fargo Bank, N.A., Riemer & Braunstein LLP, 3 Center Plaza, Boston, Massachusetts 02108 (Attn: Donald E. Rothman), and (v) 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 (collectively, the "Notice Parties"). 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 $40,187.20, representing eighty percent (80%) of the actual, reasonable and necessary professional services rendered to the Committee during the period June 1, 2011 to June 30, 2011; and (ii) payment by the Debtor of interim monthly reimbursement in the amount of $1,253.59, representing one hundred percent (100%) of the actual, reasonable and necessary expenses incurred during the same period. Dated: July 20, 2011 By: /s/ Ronald A. Clifford_____ Scott E. Blakeley Ronald A. Clifford David M. Mannion Counsel for the Official Committee of Unsecured Creditors of Metropark USA, Inc.

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

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: June 30, 2011

Metropark June 2011

Invoice # 9602

Professional Services Hrs/Rate Amount

01 - INITIAL PLEADINGS 0.30 425.00/hr 0.20 295.00/hr 0.10 295.00/hr 0.20 295.00/hr 0.40 295.00/hr 0.10 295.00/hr 127.50 59.00 29.50 59.00 118.00 29.50

6/14/2011 SEB

Discussion regarding schedules and statement of financial affairs.

RAC Review e-mail from A.Velinsky regarding a request by the debtor for an extension to file the schedules. Conferences regarding issues therewith.

6/15/2011 RAC Review and respond to e-mail from A. Velinsky regarding the request for extension of the time to file schedules.

RAC Email correspondence with A. Velinsky regarding the extension to file the schedules and statement of financial affairs.

RAC Review e-mail from Committee member regarding the second lien holder issues. Draft thorough e-mail to the Committee in response. Conferences regarding the granting of an extension to file the schedules.

RAC Review e-mail from A.Velinsky regarding the filing of an order to extend the deadline to file the schedules.

Page

Hrs/Rate 0.20 295.00/hr 0.10 295.00/hr 0.50 165.00/hr

Amount 59.00 29.50 82.50

6/17/2011 RAC Conferences regarding the transcript of the first day hearings.

6/20/2011 RAC Review the order extending the deadline on which the debtor must have its schedules filed.

LT

Call Court Services in Manhattan to coordinate picking up digital audio recording of First Day Motions hearing. Leave a message for Acosta. Draft Anya e-mail to DMM regarding the same. Telephone call with Anya Acosta at Court Services. Call DMM to inform regarding pick-up procedure. Review UCC-1 amendment pulled by Paracorp and forward to RAC and save to the server. Review voicemail from DMM and draft e-mail to RAC and SEB regarding what to do with audio recording.

6/24/2011 RAC Conferences regarding the schedules and statement of financial affairs. Discuss next steps in the case.

0.60 295.00/hr 0.20 295.00/hr [ 2.90

177.00 59.00

6/27/2011 RAC Conferences regarding the schedules.

SUBTOTAL:

829.50]

08 - GENRL CREDITOR INQUIRIES 0.20 295.00/hr 0.30 425.00/hr 0.30 295.00/hr 0.10 295.00/hr 59.00 127.50 88.50 29.50

6/2/2011 RAC Review and respond to e-mail from creditor regarding the results of the auction.

6/6/2011 SEB

Respond to creditor query regarding status of case.

RAC Call with creditor regarding the filing of a proof of claim. Review and respond to e-mail from the creditor following up on the same.

6/7/2011 RAC Review e-mail from creditor regarding the filing of its proof of claim.

Page

Hrs/Rate 0.40 295.00/hr 0.20 295.00/hr 1.40 245.00/hr 0.10 295.00/hr [ 3.00

Amount 118.00 59.00 343.00 29.50

6/7/2011 RAC Conference call withcounsel for creditor regarding the results of the auction.

6/16/2011 RAC Review message from B. Reineker regarding the status of the case. Call to B. Reineker regarding the same.

6/20/2011 DMM Review reclamation demand received from Seattle Pacific Industries; place telephone call for claimant's attorney; email demandRAC; telephone call to with paralegal regarding availability of transcript of first day hearing and obtain same from intake clerk at Bowling Green Courthouse.

6/24/2011 RAC Review and respond to e-mail regarding redemption of gift cards from gift card holder.

SUBTOTAL:

854.00]

12 - B&B LLP EMP/COMPENSATION 1.20 165.00/hr 0.10 165.00/hr 0.30 165.00/hr 1.60 295.00/hr 2.10 165.00/hr 198.00

6/1/2011 LT

Continue drafting fee statement based on samples from Southern District of New York bankruptcy cases. Pull exhibit templates from fee applications to use. Pull spreadsheets to use. Forward preliminary draft of fee statement to RAC and SEB for review and comments. Draft e-mails to RAC regarding fee statement and regarding pro hac vice application for BDB.

6/6/2011 LT

Meeting with RAC to discuss invoices and fee statement.

16.50 49.50 472.00 346.50

6/7/2011 LT

Review final invoices for May 10-31. Begin drafting exhibits to Fee Statement. Draft e-mail to regarding status of review of fee statement. RAC

6/9/2011 RAC Review and revise the May fee statement. Review the motion and order regarding the monthly fee statements. Review the court's guidelines regarding the same. Determine the opposition deadlines.

LT

Create and put together exhibits for fee statement. Review e-mail from and finalize Fee Statement document with exhibits and Certificate of RAC Service. Double check fee statement requirements. File, serve, and logPM. Calendar deadline for parties to oppose our fee statement. in

Page

Hrs/Rate 0.10 295.00/hr 0.10 295.00/hr 0.40 295.00/hr 2.20 165.00/hr

Amount 29.50 29.50 118.00 363.00

6/10/2011 RAC Review e-mail from Committee member regarding the fee statement. B&B

RAC Conferences regarding the fee statement.

RAC Review e-mail from Committee member regarding the fees in the case. Conferences regarding the same.

6/22/2011 LT

Discussions with SEB regarding ex parte filing. Review e-mail from RAC and begin drafting Certificate of Service. Legal research as to procedure for filing ex parte motion for order shortening time, as well as notice requirements. Discussions with RAC and SEB regarding the same. Pull e-mail addresses and fax numbers for ex parte notice. Work with RS to get out the door. [

SUBTOTAL:

8.10

1,622.50]

16 - EMP/COMP OF PROFESSIONALS 0.30 425.00/hr 0.20 295.00/hr 0.30 295.00/hr 0.30 295.00/hr 0.40 425.00/hr 127.50 59.00 88.50 88.50 170.00

6/8/2011 SEB

Discussion regarding monthly fee procedures of professionals.

RAC Conferences regarding the service and filing of the monthly fee statement.

6/20/2011 RAC Review the order and exhibit thereto regarding the modification of Omni Management's employment.

RAC Conferences regarding the fee statement of Cooley LLP.

6/21/2011 SEB

Discussion concerning professional fee statements and assets to fund plan.

Page

Hrs/Rate 0.20 295.00/hr 0.50 295.00/hr [ 2.20

Amount 59.00 147.50

6/21/2011 RAC Review e-mail from court regarding the filing of the CRG monthly fee statement. Conferences regarding the same.

RAC Prepare analysis of the professional fee burn rate of the debtor's professionals in the case. Draft e-mail to the Committee regarding the fee statements of the debtor's professionals for May.

SUBTOTAL:

740.00]

28 - USE OF CASH COLLATERAL 0.30 425.00/hr 0.40 295.00/hr 0.40 245.00/hr 0.10 295.00/hr 0.40 425.00/hr 0.50 295.00/hr 0.10 295.00/hr 0.20 165.00/hr 127.50 118.00 98.00 29.50 170.00 147.50 29.50 33.00

6/15/2011 SEB

Consider cash collateral budget and expense and alternatives.

RAC Review the proposed cash collateral budget through August 6th. Review the debtor's liquidation analysis. Conferences regarding the same.

MKC Review cash collateral interim order; determine deadlines for filing potential causes of action of lenders.

6/16/2011 RAC Conferences regarding the cash collateral budget.

6/17/2011 SEB

Review cash budget and liquidation alternatives.

RAC Call with A. Velinsky to discuss the cash collateral budget. Conferences regarding the continuing of the use of cash on an interim basis instead of a final basis.

6/21/2011 RAC Review and respond to e-mail from A. Velinsky regarding the cash collateral order.

6/22/2011 LT

Review e-mail from Judge Drain's law clerk confirming permission for to appear telephonically at Cash Collateral hearing. Call CourtCall to arrange RAC telephonic appearance.Forward confirmation of the same to RAC and log in PM.

Page

Hrs/Rate 0.90 425.00/hr 0.10 295.00/hr 0.10 295.00/hr 1.50 295.00/hr 1.00 295.00/hr 0.50 425.00/hr 0.40 295.00/hr [ 6.90

Amount 382.50 29.50 29.50 442.50

6/23/2011 SEB

Evaluate cash collateral order and liquidation alternatives and distribution to unsecured creditors.

RAC Review e-mail from D.Rothman regarding the cash collateral stipulation

RAC Review e-mail from A.Velinsky regarding the cash collateral budget.

RAC Review the cash collateral budget. Conferences regarding the same. Call withVelinsky to discuss the same. Draft e-mail to A. A. Velinsky regarding the cash collateral stipulation. Review the cash collateral stipulation. Call with Velinsky regarding the same. Draft e-mail to Cohen to schedule a A. J. conference call to discuss the cash collateral budget.

6/24/2011 RAC Appear at hearing on the debtor's third request to use cash collateral.

295.00 212.50 118.00

6/27/2011 SEB

Conference regarding order authorizing use of cash and case strategy and next steps.

RAC Review the entered order authorizing the debtor's continued use of cash collateral. Conferences regarding the continued use of cashJuly 11, 2011. past Project the debtor's cash needs past July.

SUBTOTAL:

2,262.50]

32 - ANALYSIS OF SECURED CLAIMS 0.40 245.00/hr 2.30 245.00/hr 98.00 563.50

6/7/2011 MKC Conference with partners regarding next steps for potential causes of action against insiders of debtor.

MKC Complete case lawresearch on equitable subordination and recharacterization. Provide memorandum of findings.

Page

Hrs/Rate 0.70 245.00/hr 1.30 425.00/hr 0.40 295.00/hr 4.90 245.00/hr 1.20 425.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.20 295.00/hr 0.10 295.00/hr 1.60 295.00/hr

Amount 171.50 552.50 118.00 1,200.50 510.00 29.50 29.50 29.50 59.00 29.50 472.00

6/8/2011 RRS Researched issue of what is required for a bankruptcy court to subordinate the secured debt of an insider to the level of unsecured debt. Reviewed and pulled cases on issue to be used in research memorandum.

6/9/2011 SEB

Review legal research regarding subordination and alter ego claims.

RAC Call with M. Breslauer regarding the analysis of his client's claim. Conferences regarding the analysis of the subordinated claim.

MKC Review all senior and junior notes; revise statement of facts for complaint against insiders. Draft complaint for equitable subordination; recharacterization;and breach of fiduciary duty.

6/14/2011 SEB

Discussions regarding security agreement and perfection by first priority lender; review documents.

RAC Draft e-mail toJ. Cohen regarding the information request related to the subordinate secured creditor's liens.

RAC Review message from M. Breslauer regarding the status of his client's claim.

RAC Call with M. Breslauer regarding the status of the review of his client's claim.

RAC Conferences regarding the service of a 2004 exam regarding the subordinate secured creditor's liens.

RAC Review e-mail fromJ. Cohen regarding the providing of information regarding the subordinate secured liens.

RAC Begin review of security agreement. Conferences regarding certain provisions as they relate to leasehold interests.

Page

Hrs/Rate 0.20 425.00/hr 2.20 295.00/hr 0.20 295.00/hr 0.30 295.00/hr 0.20 245.00/hr 1.20 245.00/hr 1.60 245.00/hr 0.20 295.00/hr 0.20 295.00/hr 0.10 295.00/hr 0.20 245.00/hr

Amount 85.00 649.00 59.00 88.50 49.00 294.00 392.00 59.00 59.00 29.50 49.00

6/15/2011 SEB

Review second lienholder issue and conferences.

RAC Review second secured creditor's loan documents. Review the subordination agreement. Review the intercreditor agreement. Review the amendments to the senior secured creditor's loan documents.

RAC Conferences regarding the filing of the 2004 exam.

RAC Perform UCC-1 search on the debtor. Draft e-mail to D. Rothman to request payment history.

BRS Review security agreement. Research terms of lease agreements.

MKC Revise equitable subordination complaint per BDB's comments. Research avoidance of lien under 506 (d).

MKC Draft stipulation, notice of presentment, and order for extension of time to file potential causes of action against lenders.

6/16/2011 RAC Review messages fromM. Breslauer regarding the status of the analysis of the subordinate secured claim. Draft e-mail to M. Breslauer updatingas him to the same.

RAC Review and respond to e-mail from Breslauer regarding information request of Committee regarding the subordinate secured claim. Conferences M. regarding the same.

RAC Conferences regarding the UCC-1's filed against the debtor.

BRS Conference with associate to discuss preparation of Rule 2004 motion.

Page

Hrs/Rate 2.30 245.00/hr 0.40 295.00/hr 1.40 295.00/hr 0.30 295.00/hr 3.80 245.00/hr 1.00 295.00/hr 0.10 295.00/hr 0.10 165.00/hr 0.50 295.00/hr 1.20 245.00/hr 0.10 295.00/hr

Amount 563.50 118.00 413.00 88.50 931.00 295.00 29.50 16.50 147.50 294.00 29.50

6/16/2011 MKC Draft notice and stipulation to assign junior subordinated note causes of action.

6/17/2011 RAC Research on safe harbor for perfecting liens within the preference period. Determine when the subordinate security docs were signed and the UCC-1 filed.

RAC Review the security agreement for the Wells Fargo loan. Conferences regarding the research and analysis of the Wells Fargo loan.

RAC Conferences regardingfurther information required regarding the subordinate secured claim.

6/19/2011 MKC Complete review of information and documents provided by Debtor. Add and revise facts to complaint. Draft spreadsheets showing correlation between amount advanced under notes and percentages of ownership.

6/22/2011 RAC Review the cash collateral orders regarding which secured claims are subject to the 60 day bar. Conferences regarding revision to the motion for order shortening time based on the challenge period regarding the Bricoleur claim.

RAC Draft e-mail toM. Breslauer regarding the letter sent to him analyzing hisclient's claim.

LT

Review e-mail fromRAC and calendar conference call with counsel for Bricoleur Partners. Confirm with RAC.

6/24/2011 RAC Complete review of the Wells Fargo security documents.

RRS Legal Research regarding issue of whether a trustee or committee must demand that a debtor or debtor-in-possession initiate a suit against an insider before moving to have the action transferred.

6/27/2011 RAC Review e-mail from A.Velinsky regarding the request for documents related to the shareholder meeting pre-petition.

Page

10

Hrs/Rate 1.40 165.00/hr 4.30 245.00/hr [ 36.90

Amount 231.00

6/28/2011 LT

Pull updated master service and 2002 lists from Omni Management Forward to AD to update mail mergespreadsheet for service.Facilitate and site. oversee service. Draft Certificate of Service for Stipulation filed yesterday regarding challenge period. Forward to RAC for review. Call Court to follow up on telephonic appearance request and leave message for law clerks. File Certificate of Service for Stipulation.

6/29/2011 RRS Drafted, researched and revised letter to Second Lien Holders regarding equitable subordination claim and recharacterizationof loans as equity contributions. Discussion with colleagues regarding research and letter.

1,053.50

SUBTOTAL:

9,886.50]

36 - EXECUTORY CONTRACTS/LEASES 0.30 295.00/hr 1.90 295.00/hr 88.50 560.50

6/2/2011 RAC Conferences regarding the real property adequate assurance issues.

6/3/2011 RAC Review e-mail from A.Velinsky regarding notice of rejection of leases. Review the debtor's closing notification spreadsheet and list of potential store closures. Determine the leases rejected to date and draft a spreadsheet regarding the same for the Committee. Review motion to reject further eleven leases. Determine the leases rejected that were part of the Cotton On package. Review the statements of non-opposition to the debtor's noticesof rejection of certain leases.

6/6/2011 SEB

Review rejection of leases and proposed assumption of leases.

1.10 425.00/hr 0.50 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr

467.50 147.50 29.50 29.50 29.50

RAC Appear at hearing on assumption and assignment of Brea and Willowbrook leases to Cotton on.

RAC Draft to, and review response from, chambers regarding appearing at the hearing on the adequate assurance of the Cotton on leases.

RAC Review the agenda for the June 6th hearing on the assumption and assignment of the Brea and Willowbrook locations to Cotton on.

RAC Review e-mail from A.Velinsky regarding the agreement reached among the landlords regarding the adequate assurance issues related to Cotton on's assumption of the Brea and Willowbrook leases.

Page

11

Hrs/Rate 0.60 295.00/hr 1.30 245.00/hr 0.30 295.00/hr 0.40 295.00/hr 0.40 425.00/hr 0.70 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.20 295.00/hr 0.50 425.00/hr 0.20 295.00/hr

Amount 177.00 318.50 88.50 118.00 170.00 206.50 29.50 29.50 59.00 212.50 59.00

6/6/2011 RAC Review order on sale of leases.

6/7/2011 BRS Review research on possible causes of action against insiders and lenders. Review pleadings, i.e orders on unexpired leases. Review additional orders. Add to lease spreadsheet.

6/8/2011 RAC Review notice of rejection of leases. Update lease rejection spreadsheet. 3

6/10/2011 RAC Review the notice of rejection of two leases. Update the lease rejection spreadsheets.

6/13/2011 SEB

Conferences regarding rejection of leases.

RAC Review orders regarding the rejection of certain real property leases. Update spreadsheets regarding the same. Determine the deadline for Cotton on to assume any of its leases under the designation agreement. Conferences regarding the Committee's marketing of the leases alongside Cotton on.

RAC Call to counsel for Cotton on to discuss the status of marketing the leases subject to the designation agreement.

RAC Review message fromcounsel for Cotton on.

6/16/2011 RAC Conferences regarding the marketing of the remaining leases.

6/20/2011 SEB

Consider motion for assignment of leases and designation rights.

RAC Review the notice of non-opposition to lease rejections.

Page

12

Hrs/Rate 0.90 295.00/hr 0.10 295.00/hr 0.10 165.00/hr 0.30 295.00/hr 0.40 425.00/hr 0.20 295.00/hr 3.00 245.00/hr 0.20 295.00/hr 0.20 295.00/hr 0.40 295.00/hr 0.20 425.00/hr

Amount 265.50 29.50 16.50 88.50 170.00 59.00 735.00

6/20/2011 RAC Review the notice, motion and proposed order regarding the assumption and assignment ofof the leases subject to the designation rights agreement 10 to Cotton on. Update spreadsheet regarding the same. Draft update to the Committee regarding the motion. Research on Cotton on's product line.

RAC Review order rejecting four leases subject to Cotton on's designation rights agreement.

LT

Review e-mail fromRAC and calendar deadline for landlords to oppose assumption and assignment of leases to Cotton On. Confirm RAC. with

6/21/2011 RAC Review the opposition of Northpark Partners to the assumption of the Dallas store lease to Cotton on. Review the amended cure objection of Northpark Partners.

6/22/2011 SEB

Conferences regarding revised spreadsheet of rejected leases.

RAC Review the order rejecting certain real property leases. Conferences regarding whether all leases other than those involving Perry Ellis and Cotton on have been rejected.

BRS Review leases andfinalize spreadsheet for rejection and assumption.Draft spreadsheet of leases setting forth status of each. Review docket. read and review each order entered by the Court with regard to the rejection of lease or the assumption and assignment of real property leases. Review objections forwarded by partner.

6/27/2011 RAC Review order rejecting leases 8, and 50. Update spreadsheet regarding the same. 9

59.00 59.00 118.00 85.00

RAC Review notice of non-opposition to the debtor's rejection of leasesand 65. Update spreadsheet regarding the same. 3

RAC Review the motion toassume and assign lease nos. 45, 53, 24, 49, 55 and 63 to Cotton on.

6/29/2011 SEB

Discussions regarding landlords' objections to assumption of leases and next steps.

Page

13

Hrs/Rate 0.90 295.00/hr 0.50 295.00/hr [ 16.30

Amount 265.50 147.50

6/29/2011 RAC Review the reply of Cotton on to the landlords' oppositions to the assumption and assignment of certain leases to Cotton on. Review the exhibit list in support. Review objections of landlords regarding the assumption and assignment of certain leases to Cotton on.

6/30/2011 RAC Appear at hearing on the assumption and assignment of certain leases to Cotton on. Conferences regarding the same.

SUBTOTAL:

4,918.50]

40 - OPERATIONS 0.10 295.00/hr 0.20 295.00/hr 0.50 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.50 295.00/hr 0.10 295.00/hr 29.50 59.00 147.50 29.50 29.50 29.50 147.50 29.50

6/7/2011 RAC Review e-mail from J. Cohen regarding document retention.

RAC Review the request for document retention.

6/10/2011 RAC Review e-mail from J. Cohen regarding the variance report for June 4th. Review the variance report for the week ending June 4th. Draft e-mail to the Committee regarding the same.

6/13/2011 RAC Draft e-mail toJ. Cohen requesting the liquidator's analysis of the GOB sale and the budget for the continued use of cash collateral.

6/28/2011 RAC Draft e-mail to A. Velinsky to request the cv's of the prospective independent board members.

6/29/2011 RAC Review and respond to e-mail from A. Velinsky regarding the notice to destroy documents.

RAC Review e-mails from A. Velinsky and C. Herschopf regarding the document destruction. Review the list of documents to be destroyed, and those to be retained. Conferences regarding the same.

RAC Review e-mail from A.Velinsky regarding the destruction of documents.

Page

14

Hrs/Rate 0.40 425.00/hr 0.10 295.00/hr 0.80 295.00/hr 0.10 295.00/hr 0.40 295.00/hr [ 3.50

Amount 170.00 29.50 236.00

6/30/2011 SEB

Discussions regarding appointment of board of directors; review CV's. of

RAC Review the notice of hearing on motion to destroy certain of the debtor's booksand records.

RAC Review e-mail from A. Velinsky regarding the cv of the two debtor nominated independent board members. Review the cv's of the debtor nominated independent board members. Call to party to determine availability to serve as independent board member. Conferences regarding the Committee nominating a board member. Draft e-mail to A. Velinsky regarding the same.

RAC Review the cash collateral budget to determine the amount to be paid to the independent board members.

29.50 118.00

RAC Call with D. Harrow regarding a position on the debtor's board of directors.

SUBTOTAL:

1,084.50]

44 - ASSET ANALYSIS/RECOVERY 1.10 245.00/hr 0.50 425.00/hr [ 1.60 269.50 212.50

6/17/2011 BRS Review motions and orders on real property. Begin drafting spreadsheet for analysis of leases.

6/24/2011 SEB

Conference regarding liquidation analysis and next steps.

SUBTOTAL:

482.00]

48 - ASSET DISPOSITIONS 0.10 245.00/hr 24.50

6/10/2011 DMM Email SEB and RAC regarding voicemail received from Julie Newman Esq.; review attorney directory and Sullivan Cromwell website regarding credentials.

Page

15

Hrs/Rate 0.10 295.00/hr [ 0.20

Amount 29.50

6/28/2011 RAC Review and respond to e-mail from A. Velinsky regarding the truing up of the GOB sale results.

SUBTOTAL:

54.00]

52 - CASE ADMINISTRATION 0.20 425.00/hr 0.20 295.00/hr 0.40 295.00/hr 0.10 295.00/hr 0.80 165.00/hr 85.00 59.00 118.00 29.50 132.00

6/2/2011 SEB

Discussions regarding next steps in case.

RAC Conferences regarding the case.

RAC Call with A. Velinsky regarding the cash collateral budget, the status of the GOB sale, the variance report for the preceding week and the adequate assurance package from Cotton on. Conferences regarding the same.

RAC Call to D. Rothman to discuss the case.

LT

Review e-mail from SEB and forward major players list. Review e-mail from SEB and confirm that deadline to challenge/investigate secured liens is calendared. Review e-mail from RAC and draft response to the same regarding hearing on motion to establish cure claim amounts. Calendar hearing regarding cure amounts and confirm with RAC. Draft e-mail to chambers requesting telephonic appearance for RAC. Meeting with RAC regarding updating binder. Review docket.

6/3/2011 SEB

Discussions regarding next steps in case.

0.30 425.00/hr 0.20 295.00/hr 0.20 295.00/hr

127.50 59.00 59.00

RAC Review e-mails from D.Rothman regarding the scheduling of a conference call to discuss the case.

RAC Conferences regarding the case.

Page

16

Hrs/Rate 0.60 295.00/hr 0.10 165.00/hr 0.50 295.00/hr 2.30 245.00/hr 0.20 165.00/hr 0.30 425.00/hr 0.60 295.00/hr 0.30 295.00/hr 0.40 295.00/hr 0.20 295.00/hr 0.10 295.00/hr

Amount 177.00 16.50 147.50 563.50 33.00 127.50 177.00 88.50 118.00 59.00 29.50

6/3/2011 RAC Call with D. Rothman regarding the case. Conferences regarding the same.

LT

Review e-mail fromSEB and calendar conference call with other counsel regarding developments in case. Confirm with SEB.

6/6/2011 RAC Call with M. Breslauer regarding the next steps in the case. Conferences regarding the same.

MKC General case law and article research on deepening insolvency; equitable subordination; standing; and recharacterization.

LT

Discussions with RAC regarding telephonic appearances and the scheduling of a hearing. Telephone call with CourtCall.

6/7/2011 SEB

Discussions regarding information as to investigations of third parties.

RAC Conference call withJ. Cohen regarding the subordinated creditor and the exit strategy of the debtor. Conferences regarding the exit strategy of the debtor.

RAC Conferences regarding information request from the debtor.

RAC Draft information request regarding the pre-petition payments to creditors and the subordinated debt. loan

6/8/2011 RAC Draft e-mail toJ. Cohen with a request for information regarding the subordinate secured creditors and the 90 day payments. Conferences regarding the analysis of the 90 day payments to creditors.

RAC Review e-mail fromJ. Cohen regarding the information request.

Page

17

Hrs/Rate 0.30 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.20 295.00/hr 0.30 295.00/hr 0.60 165.00/hr 0.10 295.00/hr 3.80 165.00/hr 2.50 165.00/hr 0.60 245.00/hr 0.20 245.00/hr

Amount 88.50 29.50 29.50 59.00 88.50 99.00 29.50 627.00 412.50 147.00 49.00

6/9/2011 RAC Draft update e-mail to the Committee regarding the case.

RAC Draft e-mail toJ. Cohen to request variance reports for the GOB sales and to inquire about the status of the GOB sale.

RAC Review e-mail fromJ. Cohen regarding the end of the GOB sale.

6/10/2011 RAC Review message from court reporter regarding the case. Call to court reporter regarding the same.

6/13/2011 RAC Conferences regarding potential litigation in the case.

LT

Review docket and begin pulling documents; update litigation binder for RAC.

6/14/2011 RAC Review e-mail fromJ. Cohen regarding the status of the continued cash collateral usage budget and the providing of the results of the GOB sale.

LT

Review docket and pull items requested by RAC, print and update litigation binder. Begin editing table of contents.

6/15/2011 LT

Continue printing documents and updating litigation binder.

6/16/2011 MKC Review and revise 2004 motion.

MKC Confirm 2004 examination application conforms with local rules.

Page

18

Hrs/Rate 0.20 295.00/hr 1.50 245.00/hr 0.30 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 165.00/hr 0.10 295.00/hr 0.40 295.00/hr 0.20 165.00/hr 0.10 295.00/hr 0.10 295.00/hr

Amount 59.00 367.50 88.50 29.50 29.50 16.50 29.50 118.00 33.00 29.50 29.50

6/17/2011 RAC Conferences regarding information received on the subordinate secured claim and providing a status update to the Committee.

MKC Review documents provided from Debtor regarding information request.

6/20/2011 RAC Review the reclamation demand of Seattle Pacific.

RAC Draft e-mail toM. Breslauer regarding the Committee's progress in analyzing the subordinate lien.

RAC Conferences regarding the transcript of the first day hearings.

LT

Review e-mail fromRAC and calendar deadline for debtor to file schedules. Confirm with RAC.

6/21/2011 RAC Review message fromM. Breslauer.

RAC Conferences regarding next steps in the case.

LT

Review e-mail fromRAC. Check calendar for hearings. Draft e-mail to chambers requesting permission RAC to appear telephonically at cash for collateral hearing.

6/22/2011 RAC Review and respond to e-mail from Breslauer regarding the scheduling of a conference call to discuss the case. M.

RAC Review e-mail from M. Breslauer regarding his availability for a conference call to discuss case.

Page

19

Hrs/Rate 0.30 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.30 295.00/hr 0.80 295.00/hr 1.70 295.00/hr 0.10 295.00/hr 0.30 165.00/hr 0.70 295.00/hr 1.30 245.00/hr 1.10 165.00/hr

Amount 88.50 29.50 29.50 88.50 236.00 501.50

6/23/2011 RAC Conferences regarding the next steps in the case.

RAC Draft e-mail toM. Breslauer to continue conference call.

RAC Review e-mail from M. Breslauer regarding his availability for a conference call.

6/24/2011 RAC Conferences regarding the preference litigation in the case and the third cash collateral budget.

RAC Draft e-mail to A.Velinsky regarding the gift card balances in the case. Research regarding gift cards in bankruptcy cases with no assets with which to redeem the giftcards against.

6/27/2011 RAC Finalize the stipulation regarding the challenge period related to the purported subordinated liens. Draft e-mail to M. Breslauer and A. Velinsky regarding the same. Review message from M. Breslauer regarding the stipulation. Review e-mail from M. Breslauer regarding the stipulation. Conferences regarding the stipulation.

RAC Draft e-mail to A.Velinsky to request the final accounting from the GOB sale.

29.50 49.50 206.50 318.50 181.50

LT

Review e-mails fromRAC and calendar various hearings and deadlines with reminders. Confirm with RAC.

6/28/2011 RAC Review e-mail from A.Velinsky regarding the shareholdermemorandumrequested. Review the shareholder memos. Conferences regarding the same.

RRS Researched local rules and federal bankruptcy procedure rules regarding filing of notice of withdrawal of motion.

6/29/2011 LT

Follow up with Judge Drain's Courtroom Deputy regarding request for telephonic appearance. Resend email requesting permission to appear telephonically. Conversations with RAC regarding the same. Review e-mail from Judge Drain's law clerk. Call and arrange telephonic appearance with CourtCall. Review e-mail fromRAC and finalize Notice of Withdrawal of Motion for Authority to Commence Adversary Proceeding. File with Court and send copy to Judge.

Page

20

Hrs/Rate 0.80 165.00/hr

Amount 132.00

6/30/2011 LT

Review e-mail fromRAC and calendar hearing on Debtor's Motion to destroy documents and opposition deadline with reminders. Confirm RAC. with Review e-mail fromRAC and correct opposition deadline in PM. Confirm withRAC. Draft Certificate of Service regarding Notice of Withdrawal of Motion. Forward to RAC for review. Discussions with AD regarding mass mailing service. File Certificate of Service per discussion with RAC. [

SUBTOTAL:

27.60

6,586.00]

68 - BANKRUPTCY LITIGATION 0.40 425.00/hr 1.20 425.00/hr 0.20 295.00/hr 2.20 245.00/hr 0.40 245.00/hr 1.20 245.00/hr 0.30 425.00/hr 1.90 245.00/hr 170.00 510.00 59.00 539.00

6/6/2011 SEB

Review of preference claims and assets available to fund plan and discussions thereon.

SEB

Review research regarding standing issues and equitable subordination.

RAC Conferences regarding the avoidance actions.

BRS Review notice of presentment of supplemental application of the Debtor for an order expanding the scope of the employment. Review facts prepared in support of possible complaint against insiders. Analyze possible causes of action. Research causes of action. Read case law on causes of action against insiders. Review theories of liability template. Create list of items needed from debtor's counsel for possible insider claims and preference claims.

6/7/2011 MKC Draft list of additional information needed from Debtor for potential causes of action against insiders.

98.00 294.00 127.50 465.50

MKC Complete case lawresearch on deepening insolvency. Provide memorandum of findings.

6/13/2011 SEB

Discussions regarding avoidance actions and source of assets to pay creditors.

6/14/2011 BRS Review email from partner as to preparation of 2004 request. Draft 2004 Request. Review code section. Review email sent to debtor's counsel requesting information. Research NY 2004 form. Review form 2004. Review local rules. Draft 2004 Motion. Read and review pleadings in case for facts to prepare 2004 motion.

Page

21

Hrs/Rate 6.50 245.00/hr

Amount 1,592.50

6/15/2011 DMM Telephone call with SEB regarding obtaining discovery with respect to junior secured lender and draft attorney notes regarding same; review and respond to RAC email regarding same; conference call with RAC and SEB regarding FRBP 2004 motion; review RAC email regarding documents needed; research case-law governing claims for equitable subordination and characterization of debt; research case-law governing discovery policy under FRBP 2004; draft Notice of Motion and begin working draft of Declaration in support of the Committee's FRBP 2004 motion; review attorney work product regarding equitable subordination issues and junior secured lender; review cash collateral motion; review SDNY Local Bankruptcy rules regarding various issue relevant to FRBP 2004 motion.

6/16/2011 DMM Draft proposed order in support of Committee's FRBP 2004 motion; emails with paralegal regarding drafting of subpoena and revisions to FRBP 2004 motion; emails with BDB; conference call with SEB and BDB; review SDNY local bankruptcy rules regarding ex parte and emergency motions and telephone call with RC and email to BDB regarding same; draft document demand to debtors.

4.70 245.00/hr 0.10 295.00/hr 2.10 245.00/hr 0.90 295.00/hr 6.50 245.00/hr 0.40 425.00/hr 0.30 425.00/hr 0.20 295.00/hr

1,151.50

6/17/2011 RAC Conferences regarding the stipulation to assign the avoidance actions in the case to the Committee.

29.50 514.50

DMM Revise Committee's motion pursuant to FRBP 2004 and insert attorney comments; revise draft subpoena; email BDB regarding outstanding issues with motion; emails with paralegal regarding preparation of schedule of matters to be testified to by deponents; review BDB email regarding debtor's response to document demands; review and respond to paralegal and SEB emails regarding transcript of first day hearings.

6/21/2011 RAC Conferences regarding the motion to compel the avoidance action against the insider to be assigned to the Committee, and the motion to subordinate the claims.

265.50 1,592.50 170.00 127.50 59.00

RRS Conferred with colleagues regarding strategy for motion to shorten time and motion to transfer avoidance action to committee. Performed legal research on requirements for court order transferring avoidance action to committee. Drafted motion to shorten time and motion for transfer of avoidance action.

6/22/2011 SEB

Discussion regarding assignment of avoidance actions and next steps.

SEB

Review motion for assignment and next steps.

RAC Conferences regarding the filing of the motion for order shortening time for the court to hear the motion to compel the assignment of the avoidance actions against the subordinate lender in the case.

Page

22

Hrs/Rate 2.20 295.00/hr 0.60 295.00/hr 1.00 295.00/hr 1.80 295.00/hr 1.90 295.00/hr 5.70 245.00/hr 0.30 295.00/hr 0.40 295.00/hr 0.30 295.00/hr 1.10 295.00/hr 0.10 245.00/hr

Amount 649.00 177.00 295.00 531.00 560.50 1,396.50

6/22/2011 RAC Revise the motion for order shortening time to hear the motion to compel appointment of the avoidance actions against the subordinate secured creditor.

RAC Revise the proposed order and declaration in support of the motion for an order shortening time for notice regarding the motion to compel the assignment of the avoidance actions against the insiders of the debtor.

RAC Finalize the motion for order shortening time, declaration in support and the proposed order. Conferences regarding the same.

RAC Review and revise the motion for transfer of avoidance actions. Review the complaint for equitable subordination. Conferences regarding the motion. File motion.

RAC Research on 2nd Circuit authority for recharacterization. Research on equitable subordination in the 2nd Circuit. Draft notice of the motion for order shortening time to hear the motion to transfer avoidance actions. Review the subordinate creditor's documents. loan

RRS Revised motions to shorten time and to transfer avoidance action. Conferred with colleague regarding strategy for motions. Drafted notice of motions to be filed with court and served to all interested parties. Prepared both motions and all accompanying documents for service. Served motions and all accompanying documents on all interested parties.

6/23/2011 RAC Review e-mail from C. Hershcopf regarding the motion to assign the avoidance actions to the Committee. Conferences regarding the same.

88.50 118.00 88.50 324.50

RAC Review message from A. Velinsky regarding the continuation of the hearing on the motion to compel assignment of the avoidance actions to the Committee. Call with A.Velinsky regarding the same. Conferences regarding the request.

RAC Review e-mail from M. Breslauer regarding the ex parte motion for order shortening time. Conferences regarding a stipulation to continue the hearing on the motion to assign the avoidance actions.

RAC Review the subordinate lenders' opposition to the motion for an order shortening time. Call with M. Breslauer to discuss the claims against his clients. Conferences regarding the drafting of a stipulation regarding the non-applicability of the challenge periods contained in the cash collateral orders to the liens of the subordinate creditors.

DMM Review Notice of appearance of Squire Sanders and emails between BDB and RAC regarding same.

24.50

Page

23

Hrs/Rate 2.80 245.00/hr 2.30 165.00/hr

Amount 686.00 379.50

6/23/2011 RRS Conferred with colleagues regarding strategy for motion to transfer avoidance actions. Researched issue whether an insider may provide financing to of an insolvent debtor.

LT

Meeting with RRS and RAC and attend call with Debtor's counsel regarding Ex Parte Motion to hear Motion for Authority to Commence Adversary Actions on Shortened Notice. Discussions with RAC and RRS regarding documents to be drafted and filed. File Certificates of Service. Phone Call with the Courtroom Deputy and Judge Drain's law clerk regarding setting hearing for June 30 instead of June 24. Draft e-mail to Judge's chambersregarding the same and attaching copies of filed documents. Draft Pro Hac Vice Application for RRS and forward to RAC for final review. Log all documents in PM.

6/24/2011 RAC Draft stipulation regarding the time period to challenge the subordinate claims. Review e-mail from A. Velinsky regarding the same. Conferences regarding the same.

0.90 295.00/hr 0.40 245.00/hr 0.80 425.00/hr 0.20 295.00/hr 0.10 295.00/hr 0.50 295.00/hr 0.40 295.00/hr 1.10 245.00/hr

265.50 98.00 340.00 59.00 29.50 147.50 118.00 269.50

DMM Telephone call withSEB regarding preparation of liquidation analysis; review SEB email regarding analysis of payments by debtor during preference period.

6/27/2011 SEB

Discussions regarding payments to creditors within 90 days and next steps in case.

RAC Review e-mail from A.Velinsky regarding the stipulation related to the motion to assign the avoidance actions. Conferences regarding the same. Draft e-mail to A. Velinsky and M. Breslauer regarding the stipulation.

RAC Review and respond to e-mail from Breslauer regarding the stipulation related to the emergency motion to assign avoidance action. M.

RAC Finalize the stipulation regarding the emergency motion to bring avoidance action with Velinsky's comments. File the same. A.

RAC Conferences on renoticing the motion to compel transfer of the avoidance actions. Review local rules as to voluntary withdrawal of a motion. Confirm filing of the stipulation resolving the order for motion to shorten notice.

DMM Calculate parameters of preference period; Review debtor's statement of financial affairs and schedules and identify payments made to creditors during the preference period and largest transferees; draft attorney notes regarding same and email and RAC regarding same; telephone call with SEB SEB regarding payments made to insiders and non-insiders during preference period.

Page

24

Hrs/Rate 5.70 245.00/hr 0.40 295.00/hr 0.10 295.00/hr 0.20 245.00/hr 3.60 245.00/hr 0.30 245.00/hr [ 64.70

Amount 1,396.50 118.00 29.50 49.00 882.00 73.50

6/27/2011 RRS Legal Research regarding issue of whether an insider may provide a secured loan to an insolvent or near insolvent company, and if so, under what circumstances.

6/28/2011 RAC Draft notice of withdrawal of the motion to compel assignment of the avoidance actions to the Committee regarding the subordinate secured liens. Conferences regarding the same.

RAC Review the proof of service regarding the stipulation resolving the emergency motion for order shortening time.

DMM Review Cotton On's motion to file financial statements under seal; respond toSEB email requesting information regarding preferential transferees and review prior emails withSEB regarding same.

RRS Legal Research regarding issue of whether loans made to debtor may be equitably subordinated or recharacterized as equity rather than debt.

6/29/2011 RRS Discussion with colleagues regarding issue of whether loans made by insiders to an insolvent company shortly before filing bankruptcy may be subject to equitable subordination orrecharacterizationas equity contributions.

SUBTOTAL:

16,959.50]

76 - CLAIMS ADMIN & OBJECTIONS 0.10 295.00/hr 0.90 165.00/hr 0.30 165.00/hr 0.70 245.00/hr 29.50 148.50 49.50 171.50

6/6/2011 RAC Review proof of claim of Accord Financial. Call to Accord Financial regarding the same to inform them where to correctly file the proof of claim.

6/15/2011 LT

Telephone conversation with DMM regarding Rule 2004 documents on server. Pull samples of Rule 2004 motions and orders and forward to RAC, SEB and DMM. Review word document on server and forward to DMM.

LT

Research regarding companies to pull UCC-1's filed in Delaware against Metropark. Draft e-mail to RAC regarding the same.

6/16/2011 MKC Pull samples of assignment of claims stipulations from the Southern District of NY.

Page

25

Hrs/Rate 2.80 165.00/hr 2.90 165.00/hr

Amount 462.00

6/16/2011 LT

Review e-mails from DMM, RAC, and SEB. Prepare subpoena for Rule 2004 motion. Begin drafting schedules for production and definitions to attach to Subpoena (exhibit to Rule 2004 motion). Discussions with DMM regarding the same. Meeting with RAC regarding UCC search and copy. Order DE UCC's from Paracorp and discussions with Jody Harrington at Paracorp regarding the same.

6/17/2011 LT

Review e-mails fromSEB, DMM, and RAC. Coordinate with Paracorp regarding pulling of UCC-1's. Forward to RAC for review. Request additional documents from Paracorp. Discussions with SEB and RAC regarding the same. Telephone call with Myrna at US Trustee office regarding digital audio recording of First Day Motions hearing. Telephone calls with Anja at Court Services regarding audio recording. Draft e-mails to SEB and RAC regarding the same.

478.50

6/20/2011 RAC Call to A. Velinsky to discuss assignment of the avoidance actions against the subordinate creditor to the Committee.

0.10 295.00/hr 1.80 295.00/hr 0.50 295.00/hr 0.10 295.00/hr 0.30 295.00/hr 0.20 295.00/hr 1.70 245.00/hr 0.40 425.00/hr

29.50 531.00 147.50 29.50 88.50 59.00 416.50 170.00

RAC Review and revise the notice of the stipulation to assign certain causes of action to the Committee. Review and revise the stipulation to assign certain causes of action to the Committee. Conferences regarding the same.

RAC Finalize the stipulation to assign avoidance actions. Draft e-mail to A. Velinsky regarding the same.

RAC Review and respond to e-mail from A. Velinsky regarding the stipulation to assign the avoidance actions.

6/21/2011 RAC Conferences regarding the stipulation to assign the avoidance powers. Draft e-mail toVelinsky regarding the same. A.

RAC Conferences regarding the need to file motion for the assignment of avoidance action against Bricoleur to the Committee.

6/23/2011 RRS Researched whether a committee or trustee is required to make a demand on a debtor to pursue an action against an insider to moving for the prior transfer of the action.

6/24/2011 SEB

Consider scheduled claims and assets for unsecureds.

Page

26

Hrs/Rate 0.30 165.00/hr [ 13.10

Amount 49.50

6/27/2011 LT

Discussions withRAC about stipulation regarding challenge period service and filing. Prepare Judge's copy for service. Discussions with and AD RAC regarding the same.

SUBTOTAL:

2,860.50]

80 - DISC STMT & PLAN OF REORG 0.20 295.00/hr 0.40 425.00/hr 0.30 425.00/hr [ 0.90 59.00 170.00 127.50

6/20/2011 RAC Conferences regarding the debtor's ability to confirm a plan.

6/21/2011 SEB

Discussion regarding next steps as to assets for plan.

6/24/2011 SEB

Discussion regarding cash budget, operations and litigation assets to fund plan.

SUBTOTAL:

356.50]

92 - COMMITTEE ADMINISTRATION 0.50 295.00/hr 0.60 295.00/hr 1.00 295.00/hr 0.40 295.00/hr 147.50 177.00 295.00 118.00

6/3/2011 RAC Draft update to the Committee regarding the case.

6/15/2011 RAC Draft update to the Committee regarding the case.

6/27/2011 RAC Draft thorough update to the Committee regarding the case.

6/30/2011 RAC Draft thorough update to the Committee regarding the case.

Page

27

Hrs/Rate [ 2.50 190.40

Amount 737.50] $50,234.00

SUBTOTAL:

For professional services rendered

Additional Charges : 40.00 30.00 23.82 23.53 23.53 11.00 11.00 437.00 60.00 23.53 37.00 23.53 23.53

6/1/2011 EXP

Court Conference Call - May 31, 2011

6/6/2011 EXP

Court Conference Call

6/9/2011 EXP

Delivery: D. Rothman, Esquire, Riemer & Bruanstein, Boston, MA

EXP

Delivery: C. Hershcopf, Esquire, Jeffrey Cohen, NYC

EXP

Delivery: S. Golden, Esquire, Office of the US Trustee, NYC

EXP

Delivery: Metropark, USA

EXP

Delivery: M. Breslauer, Esquire

6/17/2011 EXP

Document retrieval and copy fee

6/20/2011 EXP

Document and copy fee

6/23/2011 EXP

Delivery: USBC, White Plains, NY

6/24/2011 EXP

Court Conference Call

6/27/2011 EXP

Delivery: USBC, White Plains, NY

6/29/2011 EXP

Delivery: USBC, White Plains, NY

Page

28

Amount 249.40 1.00 205.72 30.00 $1,253.59 $51,487.59 $51,487.59

6/30/2011 EXP

Photocopy - June 2011

EXP

Facsimile - June 2011

EXP

Postage - June 2011

EXP

Court Conference Call

Total additional charges

Total amount of this bill

Balance due

Timekeeper Summary Hours 14.90 63.20 16.60 9.90 33.80 23.80 28.20 Rate 425.00 295.00 245.00 245.00 245.00 245.00 165.00 Amount $6,332.50 $18,644.00 $4,067.00 $2,425.50 $8,281.00 $5,831.00 $4,653.00

Name Scott E. Blakeley, Attorney Ronald A. Clifford, Attorney David M. Mannion, Attorney Brooke R. Sanita, Attorney Roger R. Steinbeck, Attorney Marisa K. Commerford, 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

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

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

2PARKPLAZASUITE400IRVINECALIFORNIA92614

TELEPHONE(949)2600611FACSIMILE(949)2600613

INTERNET:WWW.BLAKELEYLLP.COM
BREAKDOWN OF HOURS AND FEES June 1, 2011 to June 30, 2011

ATTY SEB RAC DMM BRS RRS MKC LT

NAME Scott E. Blakeley Ronald A. Clifford David M. Mannion Brooke R. Sanita Roger R. Steinbeck Marisa K. Commerford Lauren Thomas TOTAL HOURS AND FEES

HOURS 14.9 63.2 16.6 9.9 33.8 23.8 28.2 190.4

RATE $425.00 $295.00 $245.00 $245.00 $245.00 $245.00 $165.00

AMOUNT $6,332.50 $18,644.00 $4,067.00 $2,425.50 $8,281.00 $5,831.00 $4,653.00 $50,234.00

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

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

Bankruptcy Code Category Initial Pleadings General Creditor Inquiries Compensation of Committees Professionals Employment and Compensation of Professionals Use of Cash Collateral Analysis of Secured Claims Executory Contracts/Leases Operations Asset Analysis/Recovery Asset Dispositions Case Administration Bankruptcy Litigation Claims Administration and Objections Disclosure Statement and Plan of Reorganization Committee Administration Total of Attorney/Staff Hours and Fees Total Expenses Grand Total of Atty/Staff Hours, Fees and Expenses

Total Hours 2.9 3.0 8.1 2.2 6.9 36.9 16.3 3.5 1.6 0.2 27.6 64.7 13.1 0.9 2.5 190.40

Total Fee Amount $829.50 $854.00 $1,622.50 $740.00 $2,262.50 $9,886.50 $4,918.50 $1,084.50 $482.00 $54.00 $6,586.00 $16,959.50 $2,860.50 $356.50 $737.50 $50,234.00 $1,253.59

190.40

$51,487.59

2PARKPLAZASUITE400IRVINECALIFORNIA92614

TELEPHONE(949)2600611FACSIMILE(949)2600613

INTERNET:WWW.BLAKELEYLLP.COM

BREAKDOWN OF MONTHLY EXPENSES June 1, 2011 to June 30, 2011

Date 06/01/11 06/06/11 06/09/11 06/17/11 06/20/11 06/23/11 06/24/11 06/27/11 06/29/11 06/30/11 TOTAL

Copy $0.00 $0.00 $0.00 $437.00 $60.00 $0.00 $0.00 $0.00 $0.00 $249.40 $746.40

Facsimile $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $1.00 $1.00

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

Postage $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $205.72 $205.72

Court Fees $40.00 $30.00 $0.00 $0.00 $0.00 $0.00 $37.00 $0.00 $0.00 $30.00 $137.00

Delivery $0.00 $0.00 $92.88 $0.00 $0.00 $23.53 $0.00 $23.53 $23.53 $0.00 $163.47

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

Total $40.00 $30.00 $92.88 $437.00 $60.00 $23.53 $37.00 $23.53 $23.53 $486.12 $1,253.59

*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 July 20, 2011, a true and correct copy of the foregoing SECOND MONTHLY FEE STATEMENT OF BLAKELEY & BLAKELEY LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM JUNE 1, 2011 THROUGH JUNE 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 July 20, 2011 upon the following:

Debtor Metropark USA, Inc. Attn: Rick Hicks 5750 Grace Place Los Angeles, CA 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 July 20, 2011, at Irvine, California.

Dated: July 20, 2011

/s/ Lauren Thomas Lauren Thomas