COOLEY LLP 1114 Avenue of the Americas New York, New York 10036 Telephone: (212) 479-6000 Facsimile:

(212) 479-6275 Cathy Hershcopf Jeffrey L. Cohen Alex R. Velinsky Attorneys for Debtor and Debtor in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ----------------------------------------------------------------

x : : Chapter 11 In re : : METROPARK USA, INC., : Case No. 11-22866 (RDD) : Debtor. 1 : ---------------------------------------------------------------x CERTIFICATE OF NO OBJECTION TO NOTICE OF REJECTION OF EXECUTORY CONTRACTS OR UNEXPIRED LEASES

TO THE HONORABLE ROBERT D. DRAIN: Metropark USA, Inc., as debtor and debtor in possession (the Debtor) respectfully represents: 1. On May 2, 2011, the Debtor filed a motion to establish procedures for the

rejection of executory contracts and unexpired leases (Docket No. 8). 2. On May 9, 2011, the Court entered an order (the Rejection Procedures

Order) (Docket No. 63) approving procedures for the rejection of executory contracts, unexpired leases and abandonment of personal property. 3. On June 28, 2011, in accordance with the Rejection Procedures Order,

the Debtor filed a Notice of Rejection of Executory Contracts or Unexpired Leases (the Rejection Notice, Docket No. 260).

The Debtors tax identification number is 81-0636659.

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4.

On the Rejection Notice, the Debtor listed certain unexpired leases that

the Debtor sought to reject pursuant to 11 U.S.C. 365. The Debtor received no objections on account of the leases listed on Exhibit A hereto (the Leases). 5. Pursuant to the terms of the Rejection Procedures Order, the

undersigned counsel for the Debtor hereby certifies that no objections to the Rejection Notice have been received. Accordingly, the Debtor requests that the Court enter the form of order, attached as Exhibit B hereto, approving the rejection of the Leases. Dated: July 13, 2011 New York, New York

Respectfully submitted, By: /s/ Cathy Hershcopf Cathy Hershcopf COOLEY LLP 1114 Avenue of the Americas New York, New York 10036 Telephone: (212) 479-6000 Facsimile: (212) 479-6275 Cathy Hershcopf (CH 5875) Jeffrey L. Cohen (JC 2556) Alex R. Velinsky (AV 1012) Attorneys for Debtor and Debtor in Possession

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Exhibit A

Title of Contract Copier Lease; Customer #544289

Contract Counterparty (Name / Address)

Description of Contract

Effective Date of Rejection

Ricoh Business Systems Equipment lease 7/3/11 P.O. Box 41601 Philadelphia, PA 19101-1601 7/3/11

Carrier Agreement, #8E9910, United Parcel Services, Inc. Parcel Delivery 7667RX 1201 W. Olympic Blvd, Los Services Angeles, CA 90015 Agreement

Audit Services Agreement

Onsite Service Agreement 500725

Veriship, Inc. 10000 College Blvd., Ste 235, Overland Park, KS 66210 Monarch Service P.O. Box 608, Dayton, OH 45401

Shipping Services 7/3/11 Agreement Equipment Maintenance Agreement 7/3/11

Rental Agreement 1379

Pure Health Solutions, Inc. Water Equipment 7/3/11 120 E. Lake Street St, Suite Lease 401, Sandpoint, ID 83864 Logistics Services 7/3/11 Agreement

Logistics Services Proposal Creative Retail Packaging, and Agreement Inc. and CRP Logistics, L.L.P. 707 N Shepard Dr Suite 600 Houston, TX 77007 Partner Program Agreement International Checkout, Inc. 7950 Woodley Ave Ste C Van Nuys, CA 91406-1261 Alarm System Agreement Engineered Protection Systems, Inc. 5411 Valley Blvd., Los Angeles, CA 90032

International Internet Transactions Services Agreement Alarm Services Agreement

7/3/11

7/3/11

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Services Agreement

Clique Inc. 6400 Hollis Street, Suite 9, Emeryville, California, 94608 Payroll Services Agreement ADP, Inc. 5800 Windward Parkway, Alpharetta, GA 30005 License Agreement

Internet Services 7/3/11

Payroll Services 7/3/11 Agreement

American Society of License Composers, Authors and Agreement Publishers 2690 Cumberland Parkway, Suite 490, Atlanta GA, 30339-3913 Winthrop Resources Corporation 11100 Wyzata Blvd., Ste. 800 Minnetonka, MN 55305

7/3/11

Equipment Lease

Equipment Lease 7/3/11

Equipment Lease

Somerset Leasing Corp. Equipment Lease 7/3/11 1087 Broad Street, Ste. 301 Bridgeport, CT 06604

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Exhibit B Proposed Order

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------In re METROPARK USA, INC., Debtor. ----------------------------------------------------------------

x : : : : : : : x

Chapter 11 Case No. 11-22866 (RDD)

ORDER AUTHORIZING THE DEBTOR TO REJECT EXECUTORY CONTRACTS Pursuant to the Order Pursuant to Sections 105(a), 365 and 554(a) of the Bankruptcy Code for Authorization to Establish Procedures for the Rejection of Executory Contracts and Unexpired Leases and Abandonment of Related Personal Property (Doc. No. 63) (the Rejection Procedures Order) and the notice of rejection (Doc. No. 260) (the Rejection Notice); and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; and consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b)(2); and venue being proper pursuant to 28 U.S.C. 1408 and 1409; and the Debtor having properly filed and served the Rejection Notice in accordance with the terms of the Rejection Procedures Order with respect to the executory contracts listed on Exhibit 1 attached hereto (the Contracts); and it appearing that the relief requested is in the best interests of the Debtors estate, its creditors, and other parties in interest; and the Debtor having provided adequate and appropriate notice and the opportunity for a hearing under the circumstances; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED that the rejection of the Contracts is approved as set forth herein; and it is further ORDERED that each Contract rejection is effective as of July 3, 2011; and it is further

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ORDERED that all claims for damages arising as a result of the rejection of the Contract shall be filed by the later of (a) thirty (30) days following entry of this Order, or (b) the applicable bar date to be subsequently established in this case, or be forever barred from doing so; and it is further ORDERED that, all requirements and conditions under section 365 of the Bankruptcy Code for the rejection by the Debtor of the Contracts have been satisfied; and it is further ORDERED that the Debtor shall serve a copy of this Order on all counterparties to the Contracts and/or their respective attorneys (if known) within three (3) days of entry of this Order; and it is further ORDERED that the Debtor is authorized to take all actions necessary to effectuate the relief granted pursuant to this Order; and it is further ORDERED that this Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation and/or enforcement of this Order; and it is further ORDERED that notwithstanding Bankruptcy Rule 6004 or otherwise, this Order shall be effective and enforceable immediately upon entry and its provisions shall be selfexecuting.

Dated:

, 2011 White Plains, New York HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE

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Exhibit 1 PERSONAL PROPERTY LEASES AND EXECUTORY CONTRACTS Contract Counterparty (Name / Address) Description of Contract Effective Date of Rejection

Title of Contract

Copier Lease; Customer #544289

Ricoh Business Systems Equipment lease 7/3/11 P.O. Box 41601 Philadelphia, PA 19101-1601 United Parcel Services, Inc. Parcel Delivery 1201 W. Olympic Blvd, Los Services Agreement Angeles, CA 90015 7/3/11

Carrier Agreement, #8E9910, 7667RX

Audit Services Agreement

Onsite Service Agreement 500725

Veriship, Inc. 10000 College Blvd., Ste 235, Overland Park, KS 66210 Monarch Service P.O. Box 608, Dayton, OH 45401

Shipping Services 7/3/11 Agreement

Equipment Maintenance Agreement

7/3/11

Rental Agreement 1379

Pure Health Solutions, Inc. Water Equipment 7/3/11 120 E. Lake Street St, Suite Lease 401, Sandpoint, ID 83864 Logistics Services 7/3/11 Agreement

Logistics Services Proposal Creative Retail Packaging, and Agreement Inc. and CRP Logistics, L.L.P. 707 N Shepard Dr Suite 600 Houston, TX 77007 Partner Program Agreement International Checkout, Inc. 7950 Woodley Ave Ste C Van Nuys, CA 91406-1261

International Internet Transactions Services Agreement Alarm Services Agreement

7/3/11

Alarm System Agreement

Engineered Protection Systems, Inc. 5411 Valley Blvd., Los Angeles, CA 90032

7/3/11

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Services Agreement

Clique Inc. Internet Services 7/3/11 6400 Hollis Street, Suite 9, Emeryville, California, 94608 Payroll Services 7/3/11 Agreement

Payroll Services Agreement ADP, Inc. 5800 Windward Parkway, Alpharetta, GA 30005

License Agreement

License American Society of Agreement Composers, Authors and Publishers 2690 Cumberland Parkway, Suite 490, Atlanta GA, 30339-3913 Winthrop Resources Corporation 11100 Wyzata Blvd., Ste. 800 Minnetonka, MN 55305

7/3/11

Equipment Lease

Equipment Lease 7/3/11

Equipment Lease

Equipment Lease 7/3/11 Somerset Leasing Corp. 1087 Broad Street, Ste. 301 Bridgeport, CT 06604

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