Rutan & Tucker LLP 611 Anton Blvd.

, Suite 1400 Costa Mesa, CA 92626 Telephone: (714) 641-5100 Facsimile: (714) 546-9035 Eric J. Fromme Matthew W. Grimshaw Attorneys for BrandLogic, Inc.

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

In re: METROPARK USA, Inc. Debtor.

Chapter 11 Case No. 11-22866 (RDD)

NOTICE OF DEMAND FOR RECLAMATION OF GOODS

PLEASE TAKE NOTICE that BrandLogic, Inc., by and through its counsel, hereby

files this notice of delivery of written demand pursuant to 11 U.S.C. 546(c) and applicable nonbankruptcy law on Metropark USA, Inc. ("Debtor") (the "Demand"). The Demand seeks to reclaim the goods specified the Demand (the "Goods"), a true and correct copy of which is attached as Exhibit 1. The Goods were sold to Debtor on credit in the ordinary course of business, and were delivered to, and received by, Debtor within 45 days of the commencement of Debtor's bankruptcy case. Seller is informed and believes that Debtor was insolvent at the time it received the Goods. Seller was unaware of Debtor's insolvency when it delivered the Goods to Debtor.

2123/066751-0049 707354.01 a05/18/11

The value of the Goods the Demand seeks to reclaim is not less than $58,817.20. May 18, 2011 RUTAN & TUCKER, LLP By: /s/ Eric Fromme Eric J. Fromme (CA Bar No. 193517) Matthew W. Grimshaw (CA Bar No. 210424) 611 Anton Blvd., Ste. 1400 Costa Mesa, CA 92626 Telephone: (714) 641-5100 Attorneys for BrandLogic, Inc.

2123/066751-0049 707354,01 a05/18/11

-2-

EXHIBIT 1

RU fAN
RUTAN & TUCKER, LLP

Matthew W. Grimshaw
Direct Dial: (714) 338-1861 E-mail: mgrimshaw@rutan.com

May 18, 2011

VIA E-MAIL AND OVERNIGHT MAIL

Cathy Hershcopf Cooley LLP 1114 Avenue of the Americas New York, NY 10036 Email: chershcopf@cooley.com Re: In re Metropark USA, Inc., Case No. 11-22866-RDD Demand for Reclamation of Goods

Dear Ms. Hershcopf: This firm represents BrandLogic Inc. ("Seller") with respect to the Chapter 11 Bankruptcy Case of Metropark USA, Inc., filed in the United States Bankruptcy Court for the Southern District of New York. Notice is hereby given under Section 546(c)(1) of the Bankruptcy Code, Section 2702 of the California Commercial Code, and other applicable law for reclamation of goods delivered to Metropark USA, Inc., 5750 Grace Place, Los Angeles, CA 90022 ("Debtor"). Seller hereby demands the return of all goods of any kind or description received by Debtor from Seller on or after March 18, 2011, for which payments are due (the "Goods"). The Goods include, but are not limited to, the items listed on the following Invoices, which are attached at Exhibit A: 1. 2. Invoice No. 1005912, dated April 12, 2011, in the amount of $11,248.00 Invoice No. 1005920, dated April 14, 2011, in the amount of $47,569.20

Proof of delivery of the Goods is attached as Exhibit B. The Goods were sold to Debtor on credit in the ordinary course of business, and were delivered to, and received by, Debtor within 45 days of the Petition Date. Seller is informed and believes that Debtor was insolvent at the time it received the Goods. Seller was unaware of Debtor's insolvency when it delivered the Goods to Debtor.

611 Anton Blvd, Suite 1400, Costa Mesa, CA 92626 PO Box 1950, Costa Mesa, CA 92628-1950 I 714-641-5100 I Fax 714-546-9035 Orange County I Palo Alto I www.rutan.com

2123/099999-0091 2128496.1 a05/18/11

ATTORN EYS AT LAW

RUTAN
Cathy Hershcopf May 18, 2011 Page 2

Seller is entitled to an immediate return of the Goods. You are instructed to inventory the Goods, segregate the Goods, and keep the Goods separated from all other inventory and clothing. Seller does not consent to the sale or transfer of possession, right, title, or ownership of the Goods, or any portion thereof, for any reason, and the Goods shall be held in trust for Seller. This Demand and the rights and remedies asserted herein are not intended to be, and shall not be construed as, an election of remedies, and are without prejudice to Seller's other rights and remedies under applicable law, all of which are reserved. Please contact me to arrange an immediate return of the Goods. Sincerely, RUTAN & TUCKER, LLP

Matthew W. Grimshaw MWG

2123/099999-0091 2128496.1 a05/18/11

EXHIBIT A

INVOICE
Remit to: BrandLogic Inc.

INVOICE NO.
DATE DUEDATE PAGE

1005912
04/12/11 05/12/11
1

life after denim

847 West Sixteenth Street Newport Beach, CA 92663

of 1

BILL TO:

ME0004 METROPARK USA, INC. 5750 GRACE PLACE LOS ANGELES, CA 90022-4121

SHIP TO:

METROPARK USA, INC. 5750 GRACE PLACE LOS ANGELES, CA 90022-4121

Phone: 323-622-3600
ORDER # P.O.NUMBER

Fax: 323-389-1599
DEPT NO. TERMS SHIP VIA

0006121
SHIPMENT ID #

521980
BILL OF LADING NUMBER CARTONS

Net 30 days
WEIGHT

SEE ROUTING GUIDE

SALES PERSON

83602200000031754
STYLE NUMBER CLR DESCRIPTION SIZE SHIPPED

12

352.50

9999

INA
TOTAL SHIPPED

NA
UNIT PRICE EXTENDED AMOUNT

A1A111307

CHLN SKINNY 5 PKT CORD CUT-OFF CHLORINE

25
26 27 28 29
28

Disc
38
40

10%
400

31.24 28.1211248.00

30
32

31
40

32
72

33
58

34
78

36
52

40

SPECIAL INSTRUCTIONS

PT #s

Shipped by Amir transport.

001

MDSE TOTAL DISCOUNT TAX OTHER FREIGHT

400

11248.00

* * * U.S. Dollars * * *

Customer Copy

TOTAL INVOICE

11248.00

Please count immediately. All claims must be made within five days of receipt of goods. No returns accepted without prior authorization
fc 20 ivprtf.bran 091028, 05/05/11 09:38 nicoled

INVOICE
Remit to: BrandLogic Inc.

INVOICE NO.
DATE DUEDATE PAGE

1005920
04/14/11 05/14/11 1 of 1

life after denim

847 West Sixteenth Street Newport Beach, CA 92663

BILL TO:

ME0004 METROPARK USA, INC. 5750 GRACE PLACE LOS ANGELES, CA 90022-4121

SHIP TO:

METROPARK USA, INC. 5750 GRACE PLACE LOS ANGELES, CA 90022-4121

Phone:
ORDER #

323-622-3600
P 0 NUMBEFi

Fax: 323-389-1599
DEPT NO TERMS SHIP

VIA

0006005
SHIPMENT ID #

521553
BILL OF LADING NUMBER CARTONS

Net 30 days
WEIGHT

SEE ROUTING GUIDE

SALES IPERSON I

83602200000031747
STYLE NUMBER CLR DESCRIPTION SIZE SHIPPED

82

2102.00

9999

NA
TOTAL SHIPPED

NA
UNIT PRICE

]
EXTENDED AMOUNT

A1A112212 A1A111400 A1A115101 A1A115101 A1A112800 A1A112300

RED

JACK SHIRT RED DAWN

XS S
129

Disc

10%
600

25.52 22.9713782.00 12.76 11.48 6888.00 16.72 15.0510836.00 16.72 15.0510836.00 39.16 35.24 2819.20 33.44

M
146

L
196

XL XXL XXXL
119 70

MIDN SAIL TEE Midnight/White

XS S
104

Disc

10%
600

M
160

L
166

XL XXL XXXL
109 66

RED

SPEEDWAY HOODIE RED DAWN

XS S
190

Disc

10%
720

M
170

L
170

XL XXL XXXL
190 100

MIDN SPEEDWAY HOODIE Midnight

XS S
190

Disc

10%
720

M
170

L
170

XL XXL XXXL
140 100

MIDN DOCKSIDE CARDIGAN Midnight

XS S
16

Disc

10%
80

M
20

L
20

XL XXL XXXL
19 10

MIDN CRUISE CREW Midnight

XS S
16

Disc

10%
80

M
20

L
20

XL XXL XXXL
14 10

30.10 2408.00

SPECIAL INSTRUCTIONS

PT #s

Shipped by Amir transport.

001

MDSETOTAL DISCOUNT TAX OTHER FREIGHT

2800

47569.20

***

U.S. Dollars * * *

Customer Copy

TOTAL INVOICE

47569.20

Please count immediately. All claims must be made within five days of receipt of goods. No returns accepted without prior authorization
fc 20 ivprtf bran 091028, 05/05/11 09:38 nicoled

EXHIBIT B

Date: 0-1 07 2011

SHIRFROM

BILL OF LADING
Hfe / after / denim

Page 1 of 1

Name: Address: SID#:

Bill of Lading Number: 83602200000031747

4900 ZAMBRANO ST. FOB:

SHIP TO j CARRIER NAME: AMIR TRANSPORT

City/State/Zip: COMMERCE, CA 90040

Name:

METRO PARK
5750 GRACE PLACE

Location #: 091-NSC

Trailer number: Seal number(s): SCAC: Pro number:

Address: CID#:

City/State/Zip: LOS ANGELES, CA 90022 FOB: 0

HAROES El QM. 1111U-

Name; Address: City/State/Zip:

BrandLogic Inc. 847 West Sixteenth Street Newport Beach, CA (949) 734-4424 Freight Charge Terms:
Prepaid Collect 3 rd Party x

SPECIAL INSTRUCTIONS: DELIVERY APPOINTMENT CONF # 407141 from 10:00 to 11:00

(check box

Master Bill of Lading; with attached underlying Bills of Lading

ADDITIONAL SHIPPER INFO

CUSTOMER PURCHASE ORDER NUMBER

# PKGS

USTOMER ORDER INFORMATIO PALLET/SLIP WEIGHT (CIRCLE ONE)

521553

82' t n s , /

2102 I b s

4 PALLETS

GRAND TOTAL
HANDLING UNIT QTY TYPE PACKAGE QTY TYPE

82 ct n s

2012 lbs
ARRIE H . M.

0.1.4.""sss0404 NW A V.4404+:44:44440:0:44 00:04VVIVANSWANW4444 6.14 &UMW

,'";,..'
r-

FORM TIO

COMMODITY DESCRIPTION WEIGHT

Commodities requiting special o r additional care or attention See Section 2(e) of Min Item 360

LTL ONLY NMFC # CLASS

111

handling et stowing

po

rn ust he so marked and packaged as to ensure safe transportation with ordinary care.

pallet

82

carton

2102 I b s

MISC. CLOTHING PACKED FLAT

49880

100

MO 44 6 6 '14 ettot ettot Where the ate I S dependent on value. shippers are required to state specifically in writing the agteed or declared value of the property as follows: "The agreed or declared value of the property is specifically stated by the shipper to be not exceeding
per .

vo:+$0* +A Ms si',...' .

82

**Mt

2102 l b s

M:::::::1

---d RAND TOTAL

COD Amount: $

11111 :44:41444+,10:0 PA: t...4 ~AA 010 1 0, 0, 21,41 Vt, At ,4,0 s11," AA PA 0:40:440:

NmnInvinvincvw......

Fee Terms: Collect: x Prepaid: 0 Customer check acceptable: 0

The carrier shall not make delivery of this shipment without payment of freight and all other lawful charges.

NOTE Liability Limitation for loss or damage in this shipment may be applicable. See 49 U.S.C. a 14706(c)(1)(A) and (B).
RECEIVED, subject to individually determined rates or contracts that have been agreed upon in writing between the carrier and shipper, if applicable, otherwise to the rates, classifications and rules that have been established by the carrier and are available to the shipper, on request, and to all applicable state and federal regulations.

Shipper
Signature

SHIPPER SIGNATURE / DATE

This is to certify that the above named materials are properly classified, packaged, marked and labeled, and are in proper condition for transportation according to the applicable regulations of the DOT

Trailer Loaded:

Freight Counted:
By Shipper By Driver/pallets said to By Driver/Pieces
Carrier acknowledges receipt of packages and required placards. Garner certifies emergency response Information was made available androl can ter has the DOT emergency response guidebook or equivalent documentation in the vehicle

IEN

By Shipper By Driver

te k

contain

Ili 0

' ' / ; C)//

lig

SHI4ER SIGNATURE / DATE

RECEIPIENT SIGNATURE/ CONF. CTNS / DELIVERY DATE
Property described above is received In good order, except as noted.

Date: 04/11/2011

BILL OF LADING
life / after / denim

Page 1 of 1

Name:

Bill of Lading Number: 83602200000031754

Address: 4900 ZAMBRANO ST. City/State/Zip: COMMERCE, CA 90040 SID#:

HI ,

FOB:

CARRIER NAME: AMIR TRANSPORT

Name: Address: CID#: Name: Address: City/State/Zip:

METROPARK
5750 GRACE PLACE

Location #: 091-NSC

Trailer number: Seal number(s): SCAC: Pro number:

City/State/Zip: LOS ANGELES, CA 90022 FOB: 0 HIREMPARIPO FREIGHT C BrandLogic Inc.

RGESIM

'.:Err,

847 West Sixteenth Street Newport Beach, CA (949) 734-4424 Freight Charge Terms:
Prepaid Collect 3rd Party X

SPECIAL INSTRUCTIONS: DELIVERY APPOINTMENT CONF #

411142 from 10:00 to 11:00

0
(check

Master Bill of Lading: with attached

box) underlying Bills of Lading
_:' ADDITIONAL SHIPPER INFO 1

CUSTOMER PURCHASE ORDER NUMBER

# PKGS

SIOMER ORDER INFORMW PALLET/SLIP WEIGHT

(CIRCLE ONE)

521980

12 ctns

327 I b s

PALLETS

GRAND TOTAL
HANDLING UNIT QTY TYPE . .. _ PACKAGE QTY TYPE

12 ctns

327 l b s
ARRIE Km (X)

440~410,40.4444100 ,1**********4.0* ,..41$4.41.*44. 644 .014.4.44444.001.1.4.1.14.00***

RMATIO

COMMODITY DESCRIPTION WEIGHT

Commodities requiring special or additional care el attention in handling or stowing must be so marked and packaged as to ensure safe transportation with ordinary care. See Section 2(e) of NMFC /tern 360

LTL ONLY
NMFC # CLASS

pallet

s 12 9 carton

327 I b s

MISC. CLOTHING PACKED FLAT

49880

100

Nix;:;:;:44 votoomo. ..............

::::+:44+: .................

327 I bs

mr :ow.: w......,"..

I GRAND TOTAL

....., ......04.0..........."..................0.4. ...w.to,...ww.v.........m.

Where the ate is dependent on value shippers a e required to state speci 'pally in writing the agreed or declared value of the properly as follows: "The agreed or declared value of the property is specifically stated by the shipper to be not exceeding

per
RECEIVED, subject to individually determined rates or contracts that have been agreed upon in writing between the carrier and shipper, if applicable, otherwise to the rates, classifications and rules that have been established by the carrier and are available to the shipper, on request, and to all applicable state and federal regulations.

COD Amoun $ Fee Terms: Collect: x Prepaid: 0 Customer check acceptable: 0

The carrier shall not make delivery of this shipment without payment o freight and all other lawful charges.

NOTE Liability Limitation for loss or damage in this shipment may be applicable. See 49 U.S.C. 14706(c)(1)(A) and (B). Shipper Signature SHIPPER SIGNATURE / DATE
This Is to certify that the above named matenals ale properly classified, packaged, marked and labeled, and are In proper condition for transportation according to the applicable regulations of the DOT. .eiiii i c

Trailer Loaded:

Freight Counted:

El

By Shipper By Driver

By Shipper

'1.---

By Driver/pallets said to contain

Carrier acknowledges receipt of packages and required placards Carrier certifies emergency response information was made available and/or Carrier has the DOT emergency response guidebook or equivalent documentation in the vehicte

/ft' III,:
SHIPPER SIGNATURE / DATE

el

By Driver/Pieces

RECEIPIENT SIGNATURE/ CONF. CTNS / DELIVERY DATE

Property described above is received in good order, except as noted.

1 2

PROOF OF SERVICE BY MAIL STATE OF CALIFORNIA, COUNTY OF ORANGE

3 4 I am employed by the law office of Rutan & Tucker, LLP in the County of Orange, State of California. I am over the age of 18 and not a party to the within action. My business address is 5 611 Anton Boulevard, Suite 1400, Costa Mesa, California 92626-1931. 6 7 On May 19, 2011, I served on the interested parties in said action the within: NOTICE OF DEMAND FOR RECLAMATION OF GOODS

8 by placing a true copy thereof in sealed envelope(s) addressed as stated on the attached mailing list. 9 In the course of my employment with Rutan & Tucker, LLP, I have, through first-hand personal observation, become readily familiar with Rutan & Tucker, LLP's practice of collection 10 and processing correspondence for mailing with the United States Postal Service. Under that practice I deposited such envelope(s) in an out-box for collection by other personnel of Rutan & 11 Tucker, LLP, and for ultimate posting and placement with the U.S. Postal Service on that same day 12 in the ordinary course of business. If the customary business practices of Rutan & Tucker, LLP with regard to collection and processing of correspondence and mailing were followed, and I am 13 confident that they were, such envelope(s) were posted and placed in the United States mail at Costa Mesa, California, that same date. I am aware that on motion of party served, service is 14 presumed invalid if postal cancellation date or postage meter date is more than one day after date of deposit for mailing in affidavit. 15 Executed on May 19, 2011, at Costa Mesa, California. 16 I declare under penalty of perjury that I am employed in the office of a member of the bar 17 of this Court at whose direction the service was made and that the foregoing is true and correct. 18 19 20 21 22 23 24 25 26 27 28 Arnie Tancas (Type or print name) (Signature)

2492/028799-0001 2130395,1 a05119/11

1 2 Metropark USA, Inc. 5750 Grace Place 3 Los Angeles, CA 90022 4 United States Trustee 22 Whitehall Street, 21 st Floor 5 New York, NY 10004 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

SERVICE LIST Cathy Hershcopf, Esq. Cooley LLP 1114 Avenue of the Americas New York, NY 10036

24921028799-0001
2130395.1 a05119111