Objections Due: September 1, 2011 at 4:00 p.m.

(Prevailing Eastern Time)

CRG PARTNERS GROUP LLC 477 Madison Ave, Suite 1220 New York, New York 10022 Telephone: (212) 370-5550 Facsimile: (212) 370-5235

Financial Advisors for Debtor and Debtor in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------- x : : In re : : METROPARK USA, INC., : : Debtor. : ---------------------------------------------------------------- x THIRD FEE STATEMENT OF CRG PARTNERS GROUP LLC FOR COMPENSATIONFOR SERVICES AND REIMBURSEMENT OF EXPENSES AS FINANCIAL ADVISORS FOR THE DEBTOR AND DEBTOR-IN-POSSESSION FOR THE PERIODFROM JULY 1, 2011 THROUGH JULY 31, 2011 Name of Applicant: CRG Partners Group LLC

Chapter 11

Case No. 11-22866 (RDD)

Authorized to Provide Professional Services to: Metropark USA, Inc., Debtor and Debtor-inPossession Date of Retention: Period for which compensation and reimbursement is sought: Amount of Compensation sought as actual, reasonable and necessary: Amount of Expense Reimbursement sought as actual, reasonable and necessary: Order entered on May 24, 2011, nunc pro tunc to May 2, 2011 July 1, 2011 through July 31, 2011 $6,795.50 (of which Applicant seeks payment of 80% or $5,436.40) $ 0.00

1.
1729434 v1/NY

This statement is the third monthly fee statement (the Fee Statement) of CRG Partners Group LLC (CRG), financial advisor to the above-captioned debtor and debtor-in-possession (the Debtor), filed pursuant to the Order Pursuant to Sections 105(a) and 331 of the Bankruptcy Code and Bankruptcy Rule 2016(a) Establishing Procedures for Interim and Monthly Compensation and Reimbursement of Expenses of Professionals [Docket No. 154] (the Interim Compensation Order). CRG hereby requests: (a) payment of compensation in the amount of $5,436.40, which is equal to eighty percent (80%) of the total amount of compensation sought (i.e. $6,795.50) for actual and necessary professional services rendered during the period July 1, 2011 through July 31, 2011 (the Fee Period); and (b) reimbursement of actual and necessary costs and expenses in the amount of $0.00 incurred by CRG during the Fee Period in connection with this case. Attached as Exhibit A hereto is the detailed itemization and description of the services that CRG rendered during the Fee Period. Further, this Fee Statement includes, inter alia, a billing summary by individual professional, setting forth the (i) name and title of each individual for whose work on this case compensation is sought, (ii) aggregate time expended by each such individual, and (iii) hourly billing rate for each such individual at CRGs current billing rates. The CRG professionals who rendered services in this chapter 11 case during the Fee Period are: Attorney Craig Boucher Sheon Karol Jeremy Bailey John Hanson TOTAL Position with the Applicant Partner Partner Managing Director Director Hourly Billing Rate $525 $575 $495 $435 $507.50 (Avg.) Total Billed Hours 5.10 4.60 2.80 .20 12.70 Total Compensation $2,677.50 $2,645.00 $1,386.00 $87.00 $6,795.50

Total Billed Hours is inclusive of travel which is billed at a 50% rate. 2.

CRG Partners Group LLL

Compensation by Matter Matter Description Business Analysis Business Operations Case Administration TOTAL Total Billed Hours 8.50 3.70 .50 12.70 Total Fees Requested $4,605.50 $1,927.50 $262.50 $6,795.50

3.
CRG Partners Group LLL

Notice Pursuant to the Interim Compensation Order, CRG has served this Fee Statement by hand or overnight delivery on: (i) the Debtor, 5750 Grace Place, Los Angeles, California (Attn: Rick Hicks); (ii) counsel to all official committees; (iii) counsel for the Office of the United States Trustee, 33 Whitehall Street, 21st Floor, New York, New York 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) Solomon 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. In light of the nature of the relief requested, CRG respectfully submits that no further notice need be provided. WHEREFORE, pursuant to the Interim Compensation Order, CRG requests: (a) compensation in the amount of $6,795.50 (of which Applicant requests payment in the amount of $5,436.40 which equals 80% of $6,795.50) on account of reasonable and necessary professional services rendered to the Debtor by CRG; and (b) reimbursement of actual and necessary costs and expenses in the amount of $0.00, for a total amount for the Fee Period of $6,795.50 (of which applicant seeks payment in the amount of $5,436.40 which equals 80% of the requested compensation and 100% of the requested reimbursement of actual and necessary costs and expenses). Dated: August 17, 2011 New York, New York` Respectfully submitted, By: /s/ Craig Boucher Craig Boucher - Partner CRG PARTNERS GROUP LLC 477 Madison Ave, Suite 1220 New York, New York 10022 Telephone: (212) 370-5550 Facsimile: (212) 370-5235 Financial Advisors for Debtor and Debtor in Possession

4.
CRG Partners Group LLL

EXHIBIT A

1729434 v1/NY

CRG Partners Group, LLC Metropark USA Post - Detailed Time Report Date Professional Activity Description Hours Rate

Page

1 Amount

Activity: BK-Business Analysis

07/08/11 C. Boucher 07/08/11 C. Boucher BK-Business Analysis BK-Business Analysis Review latest budget and variance analysis in advance of call with CSC board members. Telephone call with A. Uterberger and A. Panaccione, new MP board members regarding status of case financial recovery. 0.50 0.90 525.00 525.00 262.50 472.50

Total: C. Boucher 1.40 07/01/11 J. Bailey 07/11/11 J. Bailey 07/11/11 J. Bailey BK-Business Analysis BK-Business Analysis BK-Business Analysis Finalized cash variance report for week ended 6/25 and forwarded for review Preparation of list of activities required to prepare full update of sources and uses Follow up on various Rick Hicks requests 1.50 0.50 0.30 495.00 495.00 495.00 735.00 742.50 247.50 148.50

Total: J. Bailey 2.30 07/01/11 J. Hanson BK-Business Analysis Correspondence with liquidators 0.20 435.00 1,138.50 87.00

Total: J. Hanson 0.20 07/28/11 S. Karol 07/28/11 S. Karol 07/29/11 S. Karol BK-Business Analysis BK-Business Analysis BK-Business Analysis Prep for testimony Prep for testimony Prep for testimony; court hearing 1.10 0.40 3.10 575.00 575.00 575.00 87.00 632.50 230.00 1,782.50

Total: S. Karol 4.60 2,645.00

Total: BK-Business Analysis 8.50 4,605.50

Activity: BK-Business Operations

07/05/11 C. Boucher BK-Business Operations Review and respond to emails from A. Velinsky (Cooley) and J. Hanson regarding payment of rent cures for Cotton On purchased leases and status of employees. BK-Business Operations Telephone call with A. Panaccione regarding roll forward of cash sources and uses. BK-Business Operations Multiple telephone calls with J. Bailey regarding cash sources and uses roll forward. BK-Business Operations Finalize updated Sources and Uses, draft email and distribute to Board and officers. BK-Business Operations Telephone calls and email exchanges with A. Velinsky and C. Hershcopf (Cooley) regarding information needs to finalize Metropark liquidation 0.10 525.00 52.50

07/11/11 C. Boucher 07/11/11 C. Boucher 07/14/11 C. Boucher 07/14/11 C. Boucher

0.20 0.50 0.20 1.50

525.00 525.00 525.00 525.00

105.00 262.50 105.00 787.50

CRG Partners Group, LLC Metropark USA Post - Detailed Time Report Date Professional Activity Description Hours Rate

Page

2 Amount

07/27/11 C. Boucher

proceeds and remaining expenses. Prepare updated case sources and uses based on information received. BK-Business Operations Reconcile cash sources and uses prepared by R. Hicks to previously version prepared by CRG, make recommendations.

0.70

525.00

367.50

Total: C. Boucher 3.20 07/11/11 J. Bailey BK-Business Operations Multiple calls with C. Boucher regarding case 0.50 495.00 1,680.00 247.50

Total: J. Bailey 0.50 247.50

Total: BK-Business Operations 3.70 1,927.50

Activity: BK-Case Administration

07/28/11 C. Boucher BK-Case Administration Review proffer for IP hearing testimony, discuss with A. Velinsky (Cooley) and S. Karol (CRG). 0.50 525.00 262.50

Total: C. Boucher 0.50 262.50

Total: BK-Case Administration 0.50 262.50

Grand Total

12.70

6,795.50