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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 DECEMBER 1, 2011 THROUGH DECEMBER 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 Eighth 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 December 1, 2011 through December 31, 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:

December 1, 2011 through December 31, 2011

$2,355

80% of compensation sought as $1,884 actual, reasonable and necessary: Amount of reimbursement sought as actual, reasonable and necessary: $12.80

/// ///

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

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

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

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

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

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

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

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

Committee, including but not limited to: a. Reviewing and analyzing other employed professionals' fee requests; b. Reviewing, analyzing and evaluating the Debtor's cash collateral; c. Negotiating with the term lenders regarding resolution of their claim; and d. Reviewing and responding to creditor and Committee member inquiries regarding the case. RELIEF REQUESTED 8. B&B submits this Monthly Fee Statement (a) for compensation of the

actual and necessary professional services that it has rendered as counsel to the Committee for the period of December 1, 2011 through December 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 For the same period, B&B incurred actual,

Committee in the amount of $2,355.

reasonable and necessary expenses totaling $12.80. The aggregate amount of fees and expenses totals $2,367.80.

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10.

Detailed entries for B&B's services and expenses incurred are set forth in

the attached exhibits as follows: a. Exhibit 1 attached hereto contains the aggregated invoices for the Monthly Fee Statement period; and b. Exhibit 2 attached hereto contains a breakdown of hours and fees by B&B employee, and a breakdown of hours and fees by certain bankruptcy code categories. NOTICE 11. Pursuant to the Monthly Compensation Procedures Order, this Monthly

Fee Statement will be served via overnight mail upon: (i) counsel to the Debtor, Cooley LLP, 1114 Avenue of the Americas, New York, NY 10036 (Attn: Jeffrey L. Cohen, Esq.); (ii) counsel for the Office of the United States Trustee, 33 Whitehall Street, 21st Floor, New York, NY 10004 (Attn: Susan Golden); (iii) counsel to Wells Fargo Bank, N.A., Riemer & Braunstein LLP, 3 Center Plaza, Boston, Massachusetts 02108 (Attn: Donald E. Rothman), and (iv) Soloman Ward Seidenwurm & Smith, LLP, 401 B Street, Ste. 1200, San Diego, CA 92101 (Attn: Michael D. Breslauer, Esq.) as counsel to Bricoleur Capital Partners, LP in its capacity as second lien agent. ///

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WHEREFORE, pursuant to the Monthly Compensation Procedures Order, B&B respectfully requests: (i) Payment by the Debtor of interim monthly compensation in the amount of $1,884, representing eighty percent (80%) of the actual, reasonable and necessary professional services rendered to the Committee during the period December 1, 2011 to December 31, 2011; and (ii) payment by the Debtor of interim monthly reimbursement in the amount of $12.80, representing one hundred percent (100%) of the actual, reasonable and necessary expenses incurred during the same period.

Dated: January 19, 2012

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

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

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

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

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Invoice submitted to: Metropark December 2011

December 31, 2011

Invoice # 10150

Professional Services Hrs/Rate 08 - GENRL CREDITOR INQUIRIES 12/27/2011 RAC Review e-mail fromJ. Cohen regarding an inquiry from a creditor. (.1) Review documents forwarded from creditor regarding gift card claim. (.1) Call to creditor to discuss the status of the case. (.1) 12/28/2011 RAC Call with creditor regarding the status of the case. 0.30 295.00/hr 0.20 295.00/hr [ 0.50 88.50 Amount

59.00

SUBTOTAL: 12 - B&B LLP EMP/COMPENSATION 12/2/2011 RAC Conferences regarding the payment of the B&B fees for October. (.1) Draft e-mail to A. Velinsky regarding the same. (.1) Review e-mail from A. Velinsky regarding the status of the B&B payment. (.1) 12/9/2011 LT 12/13/2011 LT Review November invoices Draft fee statement and exhibits for fee . statement. Follow up with RAC regarding November fee statement; Forward November fee statement and invoices for RAC to review.

147.50]

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

88.50

49.50 16.50 59.00 132.00

12/19/2011 RAC Review and revise the fee statement and exhibits in support. LT Draft reminder e-mail to RAC regarding deadline for filing November fee statement. Review e-mail from RAC and revise exhibits,forward to RAC. Review e-mail fromRAC. Finalize all documents andforward to RAC for final review. File and serve, log in PM. Calendar deadline for parties to oppose the fee statement. Calendar deadline to file December fee statement with reminders. [

SUBTOTAL:

1.70

345.50]

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Page

Hrs/Rate 16 - EMP/COMP OF PROFESSIONALS 12/15/2011 LT Review e-mail fromRAC and pull Cooley's final fee application, save to server. Calendar hearing date and objection deadline with reminders and forward documents to PS. 0.30 165.00/hr 0.80 295.00/hr 0.20 295.00/hr 3.20 295.00/hr 0.30 295.00/hr [ 4.80

Amount

49.50

12/19/2011 PMS Review CRG's Final Application for compensation RAC Review CooleyLLP fee statement for November. 12/20/2011 PMS Review exhibits toCRG's Fee Application for reasons to oppose the Fee Application due to duplicate time or other issues. 12/21/2011 RAC Conferences regarding the CRG final fee application. (.2) Review memorandumregarding the same. (.1) SUBTOTAL: 28 - USE OF CASH COLLATERAL 12/14/2011 RAC Determine future hearing dates and consider the timing of reaching an agreement withcounsel for the term lenders on the use of cash through the new year. SUBTOTAL: 32 - ANALYSIS OF SECURED CLAIMS 12/1/2011 SEB Consider next steps with junior lender and liquidation of estate. [

236.00 59.00 944.00 88.50

1,377.00]

0.40 295.00/hr

118.00

0.40

118.00]

0.20 425.00/hr [ 0.20

85.00

SUBTOTAL: 52 - CASE ADMINISTRATION 12/13/2011 LT Pull memorandumregarding claims against insiders and forward to PS per RAC's request.

85.00]

0.10 165.00/hr 0.10 295.00/hr 0.20 295.00/hr [ 0.40

16.50 29.50 59.00

12/19/2011 RAC Draft e-mail to S.Mayerson regarding the case. RAC Conferences regarding the case.

SUBTOTAL:

105.00]

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Page

Hrs/Rate 68 - BANKRUPTCY LITIGATION 12/1/2011 RAC Review e-mail from S.Mayerson regarding the resolution of the claims against the term lenders. (.1) Conferences regarding the timing of resolving the outstanding issues. (.1) 12/14/2011 RAC Draft e-mail to S.Mayerson regarding the resolution of the case. 12/23/2011 RAC Review e-mail from S.Mayerson regarding her availability to discuss the case. (.1) Call to S.Mayerson to discuss the case. (.1) Draft e-mail to S. Mayerson with availability for a conference call. 12/27/2011 RAC Draft e-mail to S.Mayerson to schedule a conference call. 0.20 295.00/hr 0.10 295.00/hr 0.20 295.00/hr 0.10 295.00/hr [ 0.60 8.60

Amount

59.00

29.50 59.00

29.50

SUBTOTAL: For professional services rendered Additional Charges : 12/31/2011 EXP Photocopy - December 2011

177.00] $2,355.00

12.80 $12.80 $2,367.80 $2,367.80

Total additional charges Total amount of this bill Balance due

Timekeeper Summary Name Scott E. Blakeley, Attorney Peter M. Sweeney, 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 0.20 4.00 2.80 1.60 Rate 425.00 295.00 295.00 165.00 Amount $85.00 $1,180.00 $826.00 $264.00

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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 December 1, 2011 to December 31, 2011

ATTY SEB PMS RAC LT

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

HOURS 0.2 4.0 2.8 1.6 8.6

RATE $425.00 $295.00 $295.00 $165.00

AMOUNT $85.00 $1,180.00 $826.00 $264.00 $2,355.00

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

BREAKDOWN OF HOURS AND FEES BY BANKRUPTCY CODE CATEGORIES December 1, 2011 to December 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 Case Administration Bankruptcy Litigation Total of Attorney/Staff Hours and Fees Total Expenses Grand Total of Atty/Staff Hours, Fees and Expenses

Total Hours 0.5 1.7 4.8 0.4 0.2 0.4 0.6 8.6

Total Fee Amount $147.50 $345.50 $1,377.00 $118.00 $85.00 $105.00 $177.00 $2,355.00 $12.80

8.6

$2,367.80

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2PARKPLAZASUITE400IRVINECALIFORNIA92614

TELEPHONE(949)2600611FACSIMILE(949)2600613

INTERNET:WWW.BLAKELEYLLP.COM
BREAKDOWN OF MONTHLY EXPENSES December 1, 2011 to December 31, 2011

Date 12/31/11 TOTAL

Copy $12.80 $12.80

Facsimile $0.00 $0.00

Travel $0.00 $0.00

Postage $0.00 $0.00

Court Fees $0.00 $0.00

Delivery $0.00 $0.00

Computer Research $0.00 $0.00

Total $12.80 $12.80

*Court Fees include Court Conference Call Fees

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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 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 January 19, 2012, 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 DECEMBER 1, 2011 THROUGH DECEMBER 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 January 19, 2012 upon the following:

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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: January 19, 2012 /s/ Lauren Thomas Lauren Thomas Executed on January 19, 2012, at Irvine,