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BLAKELEY & BLAKELEY LLP 100 Park Avenue, Suite 1600 New York, NY 10017 Telephone: (212) 984-1033 Facsimile: (212) 880-6499 Scott E. Blakeley Ronald A. Clifford Counsel to The Official Committee of Unsecured Creditors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: METROPARK USA, INC., Case No. 11-22866 (RDD) Debtor. Chapter 11

MONTHLY FEE STATEMENT OF BLAKELEY & BLAKELEY LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM SEPTEMBER 1, 2011 THROUGH SEPTEMBER 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 Fifth 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 September 1, 2011 through September 30, 2011 (the "Fee Statement Period") and reimbursement of actual and necessary expenses incurred by B&B during the Fee Statement Period. This Fee Statement is made pursuant to the Order Pursuant to Sections 105(a) and 331 of the Bankruptcy Code and Bankruptcy Rule 2016(a) Establishing Procedures for

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Interim Monthly Compensation and Reimbursement of Expenses of Professionals, entered on May 24, 2011, standing General Order M-412 of the Bankruptcy Court for the Southern District of New York, Sections 105(a) and 331 of the Bankruptcy Code, Rule 2016(a) of the Local Rules of the Bankruptcy Court for the Southern District of New York, and applicable United States Trustee Guidelines. In support of this Monthly Fee Statement, B&B represents as follows: Name of Professional: Authorized to provide professional services to: Date of retention: Blakeley & Blakeley LLP The Official Committee of Unsecured Creditors

Order entered on May 26, 2011 [Docket No. 165] authorizing employment of B&B nunc pro tunc to May 10, 2011

Period for which compensation and reimbursement is sought: Amount of compensation sought as actual, reasonable and necessary:

September 1, 2011 through September 30, 2011

$15,036

80% of compensation sought as $12,028.80 actual, reasonable and necessary: Amount of reimbursement sought as actual, reasonable and necessary: $120.99

/// ///

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STATUTORY BASIS 1. The statutory predicates for the relief requested herein are: (i) sections

328, 330 and 331 of the Bankruptcy Code; (ii) Rule 2016 of the Bankruptcy Rules; (iii) Rule 2016-1 of the Local Bankruptcy Rules; and (iv) the Monthly Compensation Procedures Order (defined below). PROCEDURAL BACKGROUND 2. On May 2, 2011, the Debtor filed its voluntary petition for relief under

Chapter 11 of the Bankruptcy Code. 3. On May 6, 2011, the Office of the United States Trustee appointed the

Committee in the above-referenced case pursuant to Section 1102(a)(1) of the Bankruptcy Code. EMPLOYMENT OF PROFESSIONAL 4. On May 26, 2011, the Court entered its Order authorizing the

employment of B&B as counsel to the Official Committee of Unsecured Creditors, nunc pro tunc to May 10, 2011. ORDER ESTABLISHING MONTHLY COMPENSATION PROCEDURE 5. On May 24, 2011, the Court entered an Order pursuant to Sections 105(a)

and 331 of the Bankruptcy Code and Bankruptcy Rules 2016(a) Establishing Procedures for Interim Monthly Compensation and Reimbursement of Expenses of Professionals (the "Monthly Compensation Procedures Order"), which sets forth the procedures for compensation and reimbursement of expenses for all professionals in this case. 6. In particular, the Monthly Compensation Procedures Order provides that

a professional may file and serve a Monthly Fee Statement with the Court on or before

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the twentieth (20th) day of each month following the month for which compensation is sough. Provided that there are no objections to a Monthly Fee Statement filed within thirty-five (35) days following the month for which compensation is sought, the Debtor is authorized to pay such professional eighty-percent (80%) of the fees and one-hundredpercent (100%) of the expenses requested in such Monthly Fee Statement. SERVICES PROVIDED DURING FEE STATEMENT PERIOD 7. During the Fee Statement period, B&B has provided services to the

Committee, including but not limited to: a. Reviewing, 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

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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 September 1, 2011 through September 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 $15,036. For the same period, B&B incurred actual, reasonable and necessary expenses totaling $120.99. The aggregate amount of fees and expenses totals $15,156.99. 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

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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 $12,028.80, representing eighty percent (80%) of the actual, reasonable and necessary professional services rendered to the Committee during the period September 1, 2011 to September 30, 2011; and (ii) payment by the Debtor of interim monthly reimbursement in the amount of $120.99, representing one hundred percent (100%) of the actual, reasonable and necessary expenses incurred during the same period.

Dated: October 18, 2011

By: /s/ Ronald A. Clifford_____ Scott E. Blakeley Ronald A. Clifford Counsel for the Official Committee of Unsecured Creditors of Metropark USA, Inc.

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

EXHIBIT 1
-----------------------------------------

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

Main Document

Invoice submitted to: Metropark September 2011

September 30, 2011

Invoice # 9903

Professional Services Hrs/Rate 08 - GENRL CREDITOR INQUIRIES 9/5/2011 RAC Review and respond to e-mail from creditor inquiring about the status of the case. 9/6/2011 RAC Review e-mail from creditor regarding the status of the case. Determine the type of claim the creditor holds against the estate. Draft e-mail to creditor regarding the status of the case. 9/13/2011 RAC Call with creditor inquiring about the status of the case. Review e-mail from the same creditor regarding the same. 9/16/2011 RAC Review e-mail from creditor requesting information on whether his claim was scheduled by the debtor. Review the debtor's schedulesfor the creditor's claim. Review the master service list to determine if the creditor is listed. Draft e-mail to the creditor responding to their inquiry. RAC Review and respond to e-mail from creditor regarding the proof of claim instructions. 9/23/2011 RAC Call with creditor regarding the status of the case. 9/30/2011 LT Telephone call with Creditor who did not receive notice of bankruptcy, and discuss details. [ 0.10 295.00/hr 0.30 295.00/hr 0.20 295.00/hr 0.30 295.00/hr 29.50 88.50 Amount

59.00 88.50

0.10 295.00/hr 0.10 295.00/hr 0.20 165.00/hr 1.30

29.50 29.50 33.00

SUBTOTAL: 12 - B&B LLP EMP/COMPENSATION 9/2/2011 RAC Conferences regarding the fee statement for August. 9/6/2011 LT Review calendar. Draft e-mail to RAC regarding no objections to July fee statement.

357.50]

0.10 295.00/hr 0.10 165.00/hr

29.50 16.50

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Page

Hrs/Rate 9/8/2011 RAC Review and respond to e-mail from Breslauer regarding the M. amount of fees owed to the professionals in the case. Conferences regarding the same. 9/13/2011 RAC Conferences regarding the filing of the August fee statement. LT Review e-mail fromRAC regarding August fee statement and draft response to the same. 0.20 295.00/hr 0.10 295.00/hr 0.10 165.00/hr 0.20 295.00/hr 0.70 165.00/hr 0.30 165.00/hr

Amount 59.00

29.50 16.50 59.00 115.50 49.50

9/19/2011 RAC Review the invoices for the August fee statement. LT 9/20/2011 LT Review August invoices. Draft/prepare August Fee Statement and attachments. Forward to RAC for review. Finalize, file and serve. Record August fee statement filing and delivery confirmations. Calendar deadline for parties to object to B&B's August Fee Statement and confirm the same with RAC. [

SUBTOTAL: 16 - EMP/COMP OF PROFESSIONALS 9/16/2011 SEB Review application of debtors' professionals prepetition retainers and cash collateral use.

1.80

375.00]

0.40 425.00/hr 0.30 295.00/hr

170.00 88.50

RAC Conferences regarding the pre-petition retainers of the debtor's professionals. Draft e-mail to A. Velinsky regarding the same. Review e-mail from A.Velinsky regarding the non-use by Cooley of its pre-petition retainer. RAC Draft e-mail to S.Mayerson regarding the pre-petition retainers of Cooley and CRG. RAC Review analysis of the debtor's professiona fees. ls' 9/20/2011 RAC Review the Cooley fee statement for August. 9/22/2011 RAC Review e-mail from A.Velinsky regarding the amounts paid to Cooley and CRG post-petition. SUBTOTAL: [

0.10 295.00/hr 0.20 295.00/hr 0.30 295.00/hr 0.10 295.00/hr 1.40

29.50 59.00 88.50 29.50

465.00]

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Hrs/Rate 28 - USE OF CASH COLLATERAL 9/1/2011 LT 9/2/2011 SEB 9/7/2011 SEB Log Limited Opposition and Certificate of Service in PM. Discussions concerning use of cash collateral and debtor's position. Consider motion for reconsideration of term lenders and alternative of claims against lenders and use of cash. 0.10 165.00/hr 0.20 425.00/hr 2.30 425.00/hr 4.50 295.00/hr

Amount

16.50 85.00 977.50 1,327.50

RAC Review the motion for reconsideration of the court's ruling on the debtor's prior motion for interim use of cash collateral. Review the exhibits in support. Conferences regarding the same. Review the court's docket to determine if the court has set a hearing. Determine the total amount of fees of B&B associated with investigation of the subordinate creditors' liens. Determine theamount of feesoutstanding for August, and the amount associated with the investigation/litigation of the subordinate creditors' liens. Review the initial cash collateral motion. Determine B&B's fees owed as compared to the debtor's professionals as a percentage. Determine the amount of the B&B fees owed in proportion to the entire cash collateral budget. Determine the amount of a chapter 7 trustee's fees based on the debtor's cash on hand. Review the authority cited in the motion for reconsideration. Outline next steps for the Committee. Draft thorough update to the Committee regarding the next steps in the case. Conferences regarding the update for the Committee. LT 9/8/2011 SEB Review e-mail fromRAC. Pull, Motion to Reconsider regarding Bench Ruling on Further Use of Cash Collateral. Print and save to server. Discussions regarding professionals' fees and cash collateral budget.

0.20 165.00/hr 0.30 425.00/hr 0.40 295.00/hr

33.00 127.50 118.00

RAC Review e-mail from M. Breslauer regarding the response to latest settlement resolution. Conferences regarding the same. Draft through e-mail to M. Breslauer regarding an interim solution to the use of cash collateral. 9/9/2011 RAC Review e-mail from S.Mayerson regarding the interim use of cash collateral. RAC Draft e-mail to A.Velinsky regarding the continued use of cash collateral on an interim basis. 9/12/2011 RAC Call with A. Velinsky to discuss the budget for the use of cash collateral. Draft e-mail to S. Mayerson and M. Bresslauer regarding the same. RAC Review e-mail from S.Mayerson regarding the cash collateral proposal.

0.10 295.00/hr 0.10 295.00/hr 0.30 295.00/hr 0.10 295.00/hr

29.50 29.50 88.50 29.50

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Hrs/Rate 9/12/2011 RAC Draft e-mail to A.Velinsky regarding the cash collateral proposal. Conferences regarding the same. 9/13/2011 RAC Draft e-mail to SandyMayerson regarding the cash collateral budget for September. RAC Determine if the court set the term lenders' motion for reconsideration regarding the debtor's use of cash collateral for hearing. RAC Review e-mail from S.Mayerson regarding the cash collateral budget. Review S. Mayerson's noteson the B&B fee statements regarding those fees that should be excluded from payment. Calculate the amounts owed based on the Mayerson notes. Draft thorough e-mail to S. Mayerson with analysis of the amounts owed to B&B under the cash collateral budget. Conferences regarding the same. Obtain the transcript from the previous cash collateral hearing. Review the cash collateral order regarding the investigation limitation. RAC Review and respond to e-mail from S. Mayerson regarding the cash collateral budget. Conferences regarding the same. 9/14/2011 RAC Review e-mail from S.Mayerson regarding the use of cash collateral. Perform a complete review of the B&B invoices regardingany and all work performed that related to secured liens in the case and complete an analysis of the amount owed to B&B using the new reduction number. Conferences regarding the same. 9/15/2011 SEB Discussions concerning cash collateral use and funds to pursue preference actions and next steps. 0.20 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 2.20 295.00/hr

Amount 59.00 29.50 29.50 649.00

0.20 295.00/hr 2.00 295.00/hr

59.00 590.00

0.50 425.00/hr 0.70 295.00/hr

212.50 206.50

RAC Conferences regarding the cash collateral budget. Draft e-mail to S. Mayerson regarding proposal for resolution of the cash collateral budget issues. Conferences regarding the determination of the amounts owed to Cooley and CRG. RAC Review e-mail from S.Mayerson regarding the cash collateral budget. Conferences regarding the same. RAC Draft e-mail to S.Mayerson regarding the need for her clients to approve the cash collateral budget in short order. RAC Draft e-mail to A.Velinsky regarding the cash collateral budget. 9/16/2011 SEB SEB Discuss use of cash and next steps. Discussion regarding use of cash and compromise alternatives.

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

59.00 29.50 29.50 127.50 127.50

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Hrs/Rate 9/16/2011 RAC Review e-mail from S.Mayerson regarding the use of cash collateral. Conferences regarding the same. Draft e-mail to S. Mayerson in response to her e-mail on the cash collateral budget. RAC Review e-mail from C.Hershcopf regarding the use of cash collateral. RAC Review and respond to e-mail from Committee member regarding her expenses incurred in the case. Review the corresponding receipts. Draft e-mail to S. Meyerson and C. Hershcopf regarding the same. RAC Review e-mail from C.Hershcopf regarding her providing of the cash collateral issue to the board. RAC Review e-mail from S.Mayerson regarding the Committeemembers' expenses. Review e-mail from C.Hershcopf regarding the same. Draft e-mail to S. Mayerson regarding the Committeemembers' expenses. Review and respond to e-mail from C. Hershcopf regarding the same. RAC Conferences regarding cash collateral issues. RAC Review and respond to e-mail from S. Mayerson regarding the cash collateral budget. RAC Review e-mail from S.Mayerson regarding the cash collateral budget. Draft e-mail to S.Mayerson to schedule a conference call to discuss the same. RAC Review e-mail from S.Mayerson regarding the use of cash collateral. Conferences regarding the same. LT Meeting with RAC regarding project. Review employment applications and pull pre-petition retainer amounts for Cooley and CRG. Create spreadsheet for fee and expense amounts and retainers for CRG and Cooley, and input cash collateral amounts budgeted. Forward to RAC for review. 0.40 295.00/hr 0.10 295.00/hr 0.40 295.00/hr 0.10 295.00/hr 0.30 295.00/hr

Amount 118.00

29.50 118.00

29.50 88.50

0.40 295.00/hr 0.20 295.00/hr 0.20 295.00/hr 0.20 295.00/hr 1.20 165.00/hr

118.00 59.00 59.00

59.00 198.00

9/19/2011 RAC Draft e-mail to S.Meyerson regarding the scheduling of a conference call to discuss cash collateral. RAC Review e-mail from S.Mayerson regarding the scheduling of a conference call to discuss the cash collateral order. LT Review e-mail fromRAC and calendar conference call with Sandra Mayerson regarding cash collateral budget and settlement of fee amounts due under the same. Confirm with RAC. Review e-mail RAC forwarded from AlexVelinsky at Cooley regarding cash position of estate. Meeting with RAC regarding the same. Review proposed September cash collateral budget, add in pre-petition retainers for Cooley & CRG, and calculate actual amount of cash held by estate

0.10 295.00/hr 0.10 295.00/hr 0.10 165.00/hr 1.20 165.00/hr

29.50 29.50 16.50

LT

198.00

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Hrs/Rate with approximated vendor deposits and returned Amex holdback. Forward spreadsheet analyses toRAC for review. 9/20/2011 SEB LT Review cash and operating budget and assets available for payment and next steps. Meeting with RAC regarding cash on hand and spreadsheet analyses prepared. Review docket to see the date of the sale closing tosee if IP proceeds are included in Debtor's counsel's calculations. Discuss with RAC. Review motion for reconsideration and next steps with term lenders' opposition to use of cash. 0.40 425.00/hr 0.30 165.00/hr

Amount

170.00 49.50

9/22/2011 SEB

0.50 425.00/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 0.10 295.00/hr 0.60 425.00/hr 1.10 425.00/hr 2.30 295.00/hr 0.80 295.00/hr 0.30 425.00/hr 0.10 295.00/hr

212.50 29.50 29.50 29.50 29.50 29.50 29.50 255.00 467.50 678.50 236.00

RAC Draft e-mail to A.Velinsky and S. Mayerson regarding the use of cash collateral. RAC Review e-mail from S.Mayerson regarding the motion for reconsideration. 9/23/2011 RAC Draft e-mail to S.Mayerson regarding the e-mail to chambers on the motion for reconsideration. RAC Review e-mail from S.Mayerson regarding the motion for reconsideration being taken off calendar. RAC Review e-mail from C.Hershcopf regarding the motion for reconsideration. 9/28/2011 RAC Review and respond to e-mail from A. Velinsky regarding the fifth interim cash collateral stipulation. 9/29/2011 SEB SEB Discussions regarding cash on hand and funding requirements for next stage in Chapter 11; review of calculation. Review and consider cash collateral order and objectionable provisions and next steps as to resolving objectionable line items.

RAC Review and revise the fifth cash collateral order. Draft e-mail to A. Velinsky regarding the same. RAC Draft e-mail to S.Mayerson regarding the cash-on-hand and the amounts available for distribution after the payment of the September cash collateral budget. 9/30/2011 SEB Further conferences regarding terms of cash collateral; review and evaluate alternatives.

127.50 29.50

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

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Hrs/Rate 9/30/2011 RAC Review the revised cash collateral budget for October. (.2) Draft revised analysis of the cash on hand and forward to S. Mayerson. (.4) Review e-mail from M. Breslauer regarding S. Mayerson's availability to discuss next steps in the case. (.1) Draft e-mail to S. Mayerson regarding the cash collateral budget for October. (.1) Conferences regarding the cash collateral budget expenses for October. (.1) SUBTOTAL: 32 - ANALYSIS OF SECURED CLAIMS 9/8/2011 SEB 9/13/2011 SEB Discussions concerning response of term lenders to settlement proposal and next steps. Review term lender emails and next steps with claims and alternatives. 0.30 425.00/hr 1.40 425.00/hr [ 1.70 [ 0.90 295.00/hr

Amount 265.50

28.50

8,888.50]

127.50 595.00

SUBTOTAL: 40 - OPERATIONS 9/1/2011 RAC Review e-mail from A.Velinsky regarding the debtor's cash-on-hand.

722.50]

0.10 295.00/hr [ 0.10

29.50

SUBTOTAL: 48 - ASSET DISPOSITIONS 9/6/2011 RAC Review e-mail from A. Velinsky regarding remaining IP not included in the sale to the IP purchaser. 9/20/2011 RAC Draft e-mail to A.Velinsky requesting the final GOB sale reconciliation.

29.50]

0.10 295.00/hr 0.10 295.00/hr [ 0.20

29.50 29.50

SUBTOTAL: 52 - CASE ADMINISTRATION 9/1/2011 RAC Draft e-mail to A.Velinsky in response to request for conference call. 9/2/2011 RAC Review and respond to e-mail from A. Velinsky regarding the scheduling of a conference call to discuss next steps in the case. Conferences regarding the same.

59.00]

0.10 295.00/hr 0.20 295.00/hr

29.50 59.00

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Page

Hrs/Rate 9/2/2011 RAC Draft e-mail to A.Velinsky regarding availability for a teleconference. Review and respond to response e-mail from A. Velinsky regarding the same. RAC Review e-mail from A.Velinsky regarding the conference call. 9/6/2011 SEB Prepare for and attend conference call with debtor's counsel concerning next steps in the case. 0.20 295.00/hr 0.10 295.00/hr 0.40 425.00/hr 0.10 295.00/hr 0.90 295.00/hr 0.50 295.00/hr 0.30 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.20 295.00/hr 0.50 295.00/hr [ 3.80

Amount 59.00

29.50 170.00 29.50 265.50

RAC Review the docket for recent filings in the case. RAC Prepare for call with A.Velinsky to discuss the status of the case. Conference call with C.Hershcopf and A. Velinsky regarding the case. Conferences regarding next steps. 9/8/2011 RAC Conferences regarding the next steps in the case. Draft e-mail M. to Breslauer regarding the contested use of cash and the settlement of the claims against the insiders. RAC Draft e-mail to the Committee regarding the settlement of the case. 9/9/2011 RAC Conferences regarding the case. 9/12/2011 RAC Review the court's docket for recent entries. 9/16/2011 RAC Review and respond to e-mail from S. Meyerson regarding the scheduling of a conference call to discuss the case. 9/19/2011 RAC Review analysis of the cash on hand. Conferences regarding the same. 9/20/2011 RAC Perform cash-on-hand analysis. Conferences regarding the same.

147.50

88.50 29.50 29.50 29.50 59.00 147.50

SUBTOTAL: 68 - BANKRUPTCY LITIGATION 9/1/2011 SEB Consider term lenders' counter proposal and next steps to resolve objection. Discussions regarding same.

1,173.00]

1.60 425.00/hr 1.60 295.00/hr

680.00 472.00

RAC Review the counter-proposal from the term lenders regarding the settlement of the claims against them. Draft thorough analysis and proposed thoughts on next steps.

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Hrs/Rate 9/1/2011 RAC Determine the cash to be left in estate giventhe proposed settlement the payments by the Committee. RAC Conferences regarding the counter-proposal of the term lenders to settle the claim against them. 9/6/2011 RAC Draft counter-proposal to the term lenders. Conferences regarding the same. RAC Draft settlement proposal to M. Bresslauer regarding the claims against the term lenders. 9/7/2011 RAC Review e-mail fromM. Breslauer regarding the Committee's proposal to resolve the claims against the term lenders. Conferences regarding next steps. RAC Review e-mail fromM. Breslauer in response to the Committee's latest settlement proposal of the potential claims against the term lenders. 9/13/2011 RAC Obtain all correspondence with the term lenders' counsel. Draft e-mail to A. Velinsky regarding the same. 9/19/2011 SEB Discussions concerning term lenders and next steps for pursuing avoidance claims. 0.50 295.00/hr 0.80 295.00/hr 0.30 295.00/hr 0.40 295.00/hr 0.20 295.00/hr 0.10 295.00/hr 0.30 295.00/hr 0.40 425.00/hr 0.70 295.00/hr

Amount 147.50 236.00 88.50 118.00 59.00

29.50 88.50 170.00 206.50

RAC Call with S. Mayerson to discuss cash collateral and resolution of the claims against the term lenders. Conferences regarding the same. Conferences regarding the cash left in the estate after payment of the September cash collateral budget. 9/22/2011 RAC Draft e-mail to S.Mayerson regarding the resolution of the claims against the term lenders. SUBTOTAL: 76 - CLAIMS ADMIN & OBJECTIONS 9/6/2011 RAC Determine the amount of 503(b)(9) claims in the case. 9/14/2011 SEB Review cash calculation and priority claims; evaluate preference claims and defenses. [ [

0.20 295.00/hr 7.10

59.00

2,354.50]

0.20 295.00/hr 1.30 425.00/hr 1.50 47.40

59.00 552.50

SUBTOTAL: For professional services rendered

611.50] $15,036.00

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Page

10

Additional Charges : Amount 9/19/2011 EXP EXP EXP EXP 9/30/2011 EXP Delivery: NYC, NY Delivery: Boston, MA Delivery: U.S. Trustee, NYC, NY Delivery: M. Breslauer, Esquire Photocopy - September 2011 23.33 23.33 23.33 11.00 40.00 $120.99 $15,156.99

Total additional charges Total amount of this bill

Timekeeper Summary Name Scott E. Blakeley, Attorney Ronald A. Clifford, Attorney Lauren Thomas, Paralegal Payment in full is due upon receipt of this invoice. Please remit payment to: Blakeley & Blakeley LLP P.O. Box 5865 Irvine, California 92616-5865 Hours 12.60 30.30 4.50 Rate 425.00 295.00 165.00 Amount $5,355.00 $8,938.50 $742.50

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EXHIBIT 2
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2PARKPLAZASUITE400IRVINECALIFORNIA92614

TELEPHONE(949)2600611FACSIMILE(949)2600613

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

ATTY SEB RAC LT

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

HOURS 12.6 30.3 4.5 47.4

RATE $425.00 $295.00 $165.00

AMOUNT $5,355.00 $8,938.50 $742.50 $15,036.00

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

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

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

Total Hours 1.3 1.8 1.4 28.5 1.7 0.1 0.2 3.8 7.1 1.5 47.4

Total Fee Amount $357.50 $375.00 $465.00 $8,888.50 $722.50 $29.50 $59.00 $1,173.00 $2,354.50 $611.50 $15,036.00 $120.99

47.4

$15,156.99

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2PARKPLAZASUITE400IRVINECALIFORNIA92614

TELEPHONE(949)2600611FACSIMILE(949)2600613

INTERNET:WWW.BLAKELEYLLP.COM

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

Date 09/19/11 09/30/11 TOTAL

Copy $0.00 $40.00 $40.00

Facsimile $0.00 $0.00 $0.00

Travel $0.00 $0.00 $0.00

Postage $0.00 $0.00 $0.00

Court Fees $0.00 $0.00 $0.00

Delivery $80.99 $0.00 $80.99

Computer Research $0.00 $0.00 $0.00

Total $80.99 $40.00 $120.99

*Court Fees include Court Conference Call Fees

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Certificate

BLAKELEY & BLAKELEY LLP 100 Park Avenue, Suite 1600 New York, NY 10017 Telephone: (212) 984-1033 Facsimile: (212) 880-6499 Scott E. Blakeley Ronald A. Clifford Counsel to The Official Committee of Unsecured Creditors IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK In re: METROPARK USA, INC., Debtor. Chapter 11 Case No. 11-22866 (RDD)

CERTIFICATE OF SERVICE I, Lauren Thomas, hereby certify that I am not less than 18 years of age, and that on October 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 SEPTEMBER 1, 2011 THROUGH SEPTEMBER 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 October 18, 2011 upon the following:

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Certificate

Counsel for Debtor Cathy Hershcopf, Esq. Jeffrey L. Cohen, Esq. Cooley LLP 1114 Avenue of the Americas New York, NY 10036 Counsel for the United States Trustee Susan Golden, Esq. Office of the United States Trustee 33 Whitehall Street, 21st Floor New York, NY 10004 Counsel for Wells Fargo Bank, N.A. Donald E. Rothman, Esq. Riemer & Braunstein LLP 3 Center Plaza Boston, MA 02108 Counsel for Bricoleur Capital Partners, LP Michael D. Breslauer, Esq. Solomon Ward Seidenwurm & Smith, LLP 401 B Street, Suite 1200 San Diego, CA 92101

I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. California. Dated: October 18, 2011 /s/ Lauren Thomas Lauren Thomas Executed on October 18, 2011, at Irvine,