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

MONTHLY FEE STATEMENT OF BLAKELEY & BLAKELEY LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM JULY 1, 2011 THROUGH JULY 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 Third 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 July 1, 2011 through July 31, 2011 (the "Fee Statement Period"). B&B did not incur any actual and necessary expenses 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:

July 1, 2011 through July 31, 2011

$20,800

80% of compensation sought as $16,640 actual, reasonable and necessary: Amount of reimbursement sought as actual, reasonable and necessary: $0

/// ///

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 July 1, 2011 through July 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 $20,800. B&B did not incur any actual and necessary expenses during the Fee Statement Period. 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 $16,640, representing eighty percent (80%) of the actual, reasonable and necessary professional services rendered to the Committee during the period July 1, 2011 to July 31, 2011. Dated: August 18, 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: Metropark July 2011

June 30, 2011

Invoice # 9677

Professional Services Hrs/Rate 08 - GENRL CREDITOR INQUIRIES 7/1/2011 SEB Respond to creditor regarding status of case and payment on claim. 0.20 425.00/hr 1.00 295.00/hr 0.10 295.00/hr 0.20 425.00/hr 0.30 295.00/hr 85.00 295.00 29.50 85.00 88.50 Amount

RAC Review message from creditor regarding the status of the case. Call with creditor to discuss the case. 7/6/2011 RAC Review and respond to e-mail from creditor regarding outstanding gift cards. 7/8/2011 SEB Review status of Chapter 11 as to creditor's inquiry.

7/28/2011 RAC Call with creditor regarding their claim. Draft e-mail to creditor regarding the same. Review e-mail confirmation from creditor regarding receipt of schedules. SUBTOTAL: 12 - B&B LLP EMP/COMPENSATION 7/10/2011 RAC Conferences regarding the next fee statement. 7/18/2011 LT 7/19/2011 SEB LT Review e-mail fromRAC regarding payment ofMetropark fees and next fee statement. Review and comment on invoices. Begin drafting June Fee Statement. Draft proof of service for June fee statement. Emails toRAC and KS regarding status of June invoices. Pull updated service list and update master list. Create databases for service lists based on Notice of Appearance and Creditors. [

1.80

583.00]

0.10 295.00/hr 0.10 165.00/hr 0.20 425.00/hr 1.40 165.00/hr

29.50 16.50 85.00 231.00

Page

Hrs/Rate 7/20/2011 RAC Review invoices for the second fee statement. LT Finalize Metropark Certificate of service. Follow up with RAC regarding invoices. Review invoices forwarded by KS and forward to RAC for review. Input data into cost spreadsheet and exhibits, finalize document. File and serve. Calendar objection deadline and confirm the same with RAC. Review Overnite Express voicemail and email regarding vacant building at Metropark headquarters.Forward e-mail to RAC for review and suggestions. [ 0.30 295.00/hr 0.90 165.00/hr

Amount 88.50 148.50

7/21/2011 LT

0.30 165.00/hr

49.50

SUBTOTAL: 16 - EMP/COMP OF PROFESSIONALS 7/6/2011 RAC Determine if any oppositions to the professional fee applications were filed. Draft e-mail to A.Velinsky regarding the same. 7/12/2011 SEB Review of professionals' fee statements and next steps.

3.30

648.50]

0.20 295.00/hr 0.30 425.00/hr 0.30 295.00/hr 0.10 165.00/hr 0.80 425.00/hr 0.60 295.00/hr 0.40 295.00/hr 0.40 295.00/hr [ 3.10

59.00 127.50 88.50 16.50

7/13/2011 RAC Review the fee application of Keen Realty. LT Review e-mail fromRAC and calendar hearing on Keen Realty's application for fees and costs and opposition deadline with reminders. Confirm withRAC. Review of professional fee statements and discussions regarding next steps.

7/20/2011 SEB

340.00 177.00 118.00 118.00

RAC Review the fee statement and invoices for Cooley. Conferences regarding the same. RAC Review the CRG fee statement. Conferences regarding the same. 7/27/2011 RAC Review Keen's retention agreement regarding its fee and entitlement to such fee related to the instant transaction. SUBTOTAL: 28 - USE OF CASH COLLATERAL 7/6/2011 LT Review reminder on PM to set up telephonic appearance. Draft e-mail to RAC confirming we still want to appear telephonically. Draft e-mail to Court.

1,044.50]

0.20 165.00/hr

33.00

Page

Hrs/Rate 7/7/2011 LT Review e-mail fromRAC and calendar continued hearing on Motion for use of cash collateral and reminder to send telephonic appearance request with reminders. Confirm with RAC. Also confirm whether or not July 11 hearing is goingforward. 0.20 165.00/hr

Amount 33.00

7/11/2011 RAC Review the notice of adjournment of final hearing on the debtor's use of cash collateral. LT Review e-mail fromRAC and calendar deadline to oppose debtors motion for continued use of cash collateral with reminders. Confirm with RAC and confirm that reminder is already on calendar to request telephonic appearance. Discussions regarding cash collateral; review budget and next steps with liquidation of assets. Review cash collateral stipulation and terms.

0.10 295.00/hr 0.10 165.00/hr

29.50 16.50

7/25/2011 SEB 7/26/2011 SEB

0.50 425.00/hr 0.30 425.00/hr 0.30 295.00/hr [ 1.70

212.50 127.50 88.50

RAC Review the cash collateral stipulations.

SUBTOTAL: 32 - ANALYSIS OF SECURED CLAIMS 7/7/2011 RAC Conferences regarding the analysis to be provided to counsel regarding the subordinated claim. RRS Discussion with colleague regarding research relating to second lien holders and subordinated debt. 7/9/2011 SEB Discussion regarding perfection of Wells Fargo liens and evaluation of information.

540.50]

0.20 295.00/hr 0.20 245.00/hr 1.10 425.00/hr 0.70 295.00/hr 0.40 245.00/hr 0.20 245.00/hr 0.10 295.00/hr 0.10 295.00/hr

59.00 49.00 467.50 206.50 98.00 49.00 29.50 29.50

RAC Complete review of the Wells Fargo loan documents. 7/11/2011 RRS Discussion with colleagues regarding second lien holders. Reviewed research relating to second lien holders and subordinated debt. 7/12/2011 RRS Discussion with colleague regarding research relating to second lien holders. 7/18/2011 RAC Review and respond to e-mail from D. Rothman regarding the senior secured lien challenge period. RAC Review e-mail from D.Rothman regarding the senior secured lien challenge period.

Page

Hrs/Rate 7/20/2011 SEB Conferences regarding subordination issues and evaluation of case authority in support of subordination and next steps. 1.60 425.00/hr 2.40 295.00/hr 0.50 295.00/hr 0.50 245.00/hr 1.70 425.00/hr 2.80 295.00/hr 0.90 425.00/hr 2.10 295.00/hr

Amount 680.00 708.00 147.50 122.50 722.50 826.00 382.50 619.50

RAC Review cases regarding equitable subordination. Begin review of letter to Breslauer regarding the subordinated secured creditor's claim. RAC Conferences regarding the claims against the subordinate lienholders. RRS Discussion with colleague regarding position letter to second lien holders regarding subordinated secured loans. 7/25/2011 SEB Review legal research concerning equitable subordination and undercapitalization;discussions regarding next steps.

RAC Research on undercapitalization as it relates to equitable subordination. Draft memorandumon findings. 7/26/2011 SEB Research regarding subordination issues and discussions regarding same.

RAC Legal research regarding inequitable conduct. Conference regarding the evaluation of the subordinated secured creditor under the theory of undercapitalization. Review the security agreement between the debtor and the term lenders. RAC Conferences regarding resolution of the claim against the subordinate creditors. 7/27/2011 SEB Discussion regarding equitable subordination issues and breach of fiduciary issues and next steps.

0.60 295.00/hr 1.10 425.00/hr 1.10 295.00/hr 1.30 295.00/hr 0.90 425.00/hr 1.40 295.00/hr 1.10 295.00/hr 1.30 425.00/hr

177.00 467.50 324.50 383.50 382.50 413.00 324.50 552.50

RAC Review documents produced by the debtor in response to the Committee's request for information related to the subordinated liens. RAC Review breach of fiduciary duty issues. 7/28/2011 SEB Review research regarding subordination and subordination claims.

RAC Complete analysis under equitable subordination. RAC Review the authority onrecharacterizationof claims. 7/29/2011 SEB Consider alternatives to lien avoidance and assets to pay creditor claims.

Page

Hrs/Rate 7/29/2011 RAC Complete research on current law of recharacterizationof debtor as equity in the Southern District of New York. RAC Begin drafting recharacterizationportion of letter tocounsel for the term lenders. SUBTOTAL: 36 - EXECUTORY CONTRACTS/LEASES 7/6/2011 RAC Review the order approving the assumption and assignment of the Cerritos location. RAC Notice of rejection of Los Angeles lease. RAC Determine the deadline of the Cotton on designation rights deal. LT 7/26/2011 SEB Review e-mail fromRAC and calendar expiration of Cotton On's designation rights with reminders. Confirm with RAC. Discussion regarding pre-petition rent, allowance of landlord claims and claims against third parties to fund claims. 0.10 295.00/hr 0.10 295.00/hr 0.20 295.00/hr 0.10 165.00/hr 1.20 425.00/hr 1.40 295.00/hr 0.80 425.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.30 295.00/hr 0.30 295.00/hr 0.20 295.00/hr [ 4.90 [ 1.40 295.00/hr 1.00 295.00/hr 26.70

Amount 413.00 295.00

8,929.50]

29.50 29.50 59.00 16.50 510.00 413.00 340.00 29.50 29.50 88.50 88.50 59.00

RAC Determine the amount of pre-petition rent unpaid. Determine the total amount of leasescured. 7/27/2011 SEB Conferences regarding lease terminations and next steps with valuations of leaseholds and designations.

RAC Draft e-mail to A.Velinsky regarding the lease termination, cash collateral and the final GOB sale accounting. RAC Review e-mail from A.Velinsky regarding lease termination provisions required by landlord on Fashion Show lease. RAC Review the termination agreement. RAC Determine possible avoidance action against landlord regarding the lease at issue. RAC Conferences regarding the lease termination. Update spreadsheet regarding the designation rights. SUBTOTAL:

1,692.50]

Page

Hrs/Rate 40 - OPERATIONS 7/1/2011 RAC Draft e-mail to A.Velinsky regarding replacement board member. Draft e-mail to D. Harrow regarding the same. 7/5/2011 RAC Review e-mail from A.Velinsky. Draft e-mail to A.Velinsky regarding the selection of the independent board members. Call to A. Velinsky regarding the same. Conferences regarding the selection of a second board member. RAC Review message from C. Hershcopf regarding the selection of the independent board members. 7/6/2011 SEB Conferences regarding motion to destroy documents and documents needed for investigation of claims. 0.20 295.00/hr 0.40 295.00/hr

Amount

59.00 118.00

0.10 295.00/hr 0.50 425.00/hr 0.70 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.20 295.00/hr [ 2.40

29.50 212.50 206.50

RAC Review the notice and motion for the destruction of certain documents. Conferences regarding the need of certain documents for the avoidance action litigation. 7/11/2011 RAC Review the entered order authorizing the debtor to destroy certain documents and records. RAC Review entered order approving the debtor's motion for shortened time to hear its motion to destroy certain records and documents. 7/13/2011 RAC Draft e-mail to A.Velinsky regarding the GOB sale accounting. RAC Review e-mail from A.Velinsky in response to request for GOB sale accounting. Conferences regarding the same. SUBTOTAL: 44 - ASSET ANALYSIS/RECOVERY 7/6/2011 BDB Review correspondence regarding preference analysis and documents to support claims. Review correspondence from Debtor's counsel regarding destruction of documents. Draft correspondence regarding documents in support. 7/11/2011 SEB Discussion regarding preference actions and value to estate.

29.50 29.50 29.50 59.00

773.00]

0.40 395.00/hr

158.00

0.30 425.00/hr 0.20 295.00/hr 1.10 425.00/hr

127.50 59.00 467.50

RAC Conferences regarding the preference actions. 7/30/2011 SEB Conference regarding liquidation analysis; review of same.

Page

Hrs/Rate SUBTOTAL: 48 - ASSET DISPOSITIONS 7/5/2011 RAC Draft e-mail to A.Velinsky to request the final accounting regarding the GOB sale. 7/8/2011 RAC Review e-mail from A.Velinsky regarding the sale of the intellectual property. Draft e-mail to the Committee regarding the same. Research the purchaser of the intellectual property to determine ability to pay. Conferences regarding the purchase. Draft e-mail to A. Velinsky regarding the logistics of the sale. 7/14/2011 SEB Conferences regarding sale of intellectual property and value to creditors. 0.10 295.00/hr 1.40 295.00/hr [ 2.00

Amount 812.00]

29.50 413.00

0.60 425.00/hr 1.40 295.00/hr

255.00 413.00

RAC Review e-mail from A.Velinsky regarding the sale of the intellectual property. Conferences regarding the break-up fees and overbidding protections. Review the asset purchase agreement and corresponding exhibits. Research on the purchasing company. 7/22/2011 SEB Review APA and value to the estate and discussions thereon.

0.70 425.00/hr 1.10 295.00/hr 0.10 295.00/hr [ 5.40

297.50 324.50

RAC Review the filed asset purchase agreement for the intellectual property. Determine the logistics of the sale based on the initial bidding procedures motion. 7/29/2011 RAC Conferences regarding the sale of the intellectual property.

29.50

SUBTOTAL: 52 - CASE ADMINISTRATION 7/6/2011 RAC Review special notice request of Somerset Capital Group. LT LT Review e-mail fromRAC and add Notice of Appearance party to service list. Confirm withRAC. Review e-mail from RAC and discussions regarding calendaring of opposition deadline to Motion for Authority to Destroy Documents by Debtor. Discussion regarding alternatives to case.

1,762.00]

0.10 295.00/hr 0.10 165.00/hr 0.10 165.00/hr 0.40 425.00/hr

29.50 16.50 16.50

7/7/2011 SEB

170.00

Page

Hrs/Rate 7/7/2011 SEB Consider claims against insiders and alternatives. 0.30 425.00/hr 0.30 295.00/hr 0.10 295.00/hr 0.30 295.00/hr 0.50 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.20 295.00/hr 0.20 295.00/hr 0.10 295.00/hr 0.40 295.00/hr 0.10 165.00/hr 0.30 425.00/hr

Amount 127.50 88.50 29.50 88.50 147.50 29.50 29.50 29.50 29.50 29.50 59.00 59.00 29.50 118.00 16.50

RAC Conferences regarding the next steps in the case. RAC Review agenda for July 11, 2011 hearing. RAC Discuss settlement issues related to the subordinate creditor. 7/8/2011 RAC Call with A. Velinsky regarding the case. 7/11/2011 RAC Review the agenda for the hearing. 7/18/2011 RAC Review and respond to e-mail from Committee member regarding the case. RAC Review and respond to e-mail from Committee member regarding the claim in the case. RAC Conferences regarding the case. RAC Call with D. Rothman regarding the case. RAC Call with A. Velinsky regarding the case. Conferences regarding the same. RAC Call with M. Breslauer regarding the case. Conferences regarding the same. 7/19/2011 RAC Conferences regarding the case. 7/20/2011 RAC Conferences regarding the next steps in the case. 7/22/2011 LT Review e-mail fromRAC and calendar hearing on Debtor's Motion to Extend Time to File Notices of Removal of Actions with reminder. Confirm withRAC. Discussions regarding next steps in case.

7/25/2011 SEB

127.50

Page

Hrs/Rate 7/25/2011 RAC Draft thorough update to the Committee regarding the case and next steps. RAC Conferences regarding the case. 7/26/2011 RAC Conferences regarding the hearings scheduled for 7/29. LT Review e-mail fromRAC and draft response to the same. Draft request to appear telephonically to Judge Drain's chambers. 1.00 295.00/hr 0.40 295.00/hr 0.10 295.00/hr 0.10 165.00/hr 0.40 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.90 295.00/hr 0.40 165.00/hr

Amount 295.00 118.00 29.50 16.50 118.00 29.50 29.50 265.50 66.00

7/27/2011 RAC Call with A. Velinsky regarding developments in the case. RAC Conferences regarding telephonic appearance at upcoming hearing. RAC Review the agenda for hearing. RAC Begin drafting letter to M. Breslauer regarding the resolution of the issues related to the term lenders' liens. LT Call Courtroom Deputy regarding request for telephonic appearance. Resubmit request for telephonic appearance per CRD's request. Review telephonic appearance confirmation and call courtcall to set up. Forward to RAC, save to server and log in PM. Discussions regarding next steps in the case.

7/28/2011 SEB

0.40 425.00/hr 0.50 295.00/hr 1.20 295.00/hr 1.60 295.00/hr [ 11.20

170.00 147.50 354.00

RAC Conferences regarding the case. 7/29/2011 RAC Appear telephonically at the hearings on the continued use of cash, the sale of the debtor's intellectual property, and the extension of the deadline to remove actions. 7/30/2011 RAC Complete liquidation analysis for the Committee.

472.00

SUBTOTAL: 60 - NON-BANKRUPTCY LITIGATION 7/22/2011 RAC Review the notice of motion, motion and proposed order to extend the time to file notice of removal of actions. Review the outstanding litigation against the debtor. Review the motion for order shortening time regarding the same.

3,382.00]

0.60 295.00/hr

177.00

Page

10

Hrs/Rate 7/27/2011 SEB Conferences regarding terms of letter to term lender and next steps regarding potential litigation. [ 0.70 425.00/hr 1.30

Amount 297.50

SUBTOTAL: 76 - CLAIMS ADMIN & OBJECTIONS 7/26/2011 BDB Review issues regarding subordination. Conferences regarding subordination of claim. SUBTOTAL: For professional services rendered Balance due

474.50]

0.40 395.00/hr [ 0.40 64.20

158.00

158.00] $20,800.00 $20,800.00

Timekeeper Summary Name Scott E. Blakeley, Attorney Bradley D. 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 18.40 0.80 39.50 1.30 4.20 Rate 425.00 395.00 295.00 245.00 165.00 Amount $7,820.00 $316.00 $11,652.50 $318.50 $693.00

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

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

2PARKPLAZASUITE400IRVINECALIFORNIA92614

TELEPHONE(949)2600611FACSIMILE(949)2600613

INTERNET:WWW.BLAKELEYLLP.COM
BREAKDOWN OF HOURS AND FEES July 1, 2011 to July 31, 2011

ATTY SEB BDB RAC RRS LT

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

HOURS 18.4 0.8 39.5 1.3 4.2 64.2

RATE $425.00 $395.00 $295.00 $245.00 $165.00

AMOUNT $7,820.00 $316.00 $11,652.50 $318.50 $693.00 $20,800.00

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

BREAKDOWN OF HOURS AND FEES BY BANKRUPTCY CODE CATEGORIES July 1, 2011 to July 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 Executory Contracts/Leases Operations Asset Analysis/Recovery Asset Dispositions Case Administration Non-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 1.8 3.3 3.1 1.7 26.7 4.9 2.4 2.0 5.4 11.2 1.3 0.4 64.20

Total Fee Amount $583.00 $648.50 $1,044.50 $540.50 $8,929.50 $1,692.50 $773.00 $812.00 $1,762.00 $3,382.00 $474.50 $158.00 $20,800.00 $0.00

64.20

$20,800.00

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 August 18, 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 JULY 1, 2011 THROUGH JULY 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 August 18, 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 August 18, 2011, at Irvine, California.

Dated: August 18, 2011

/s/ Lauren Thomas Lauren Thomas