Metropark USA Inc. Employment Offer Letter to Karen Green (Vice President of Real Estate and Construction)

Title: Vice President of Real Estate and Construction

Reporting to: Robert Allison, CEO

Base Salary: $275,000 annually, paid bi-weekly effective beginning the pay period starting April 8, 2007. Payment of wages will continue throughout the duration of active employment with Metropark.

Performance Incentive Award: You will eligible for a target bonus for 2007 equal to $100,000. Payment of bonus will be at 20% ($55,000) of your base salary based on company performance with remaining amount of $45,000 payable based on individual performance and contribution.

Stock Option Grant: Upon Compensation Committee approval, an additional stock option grant of 200,000 shares will also be requested at an execution price of $1.75 per share with a two year vesting. The term of each grant is 10 years until expiration. You will be provided with a copy of the Stock Option Plan along with your grant agreement for execution.

Title: Vice President of Real Estate and Construction

Reporting to: Lawrence Tanenbaum, President

Base Salary: $225,000 annually, paid bi-weekly. Payment of wages will continue throughout the duration of active employment with Metropark.

Start Date: On or before August 1, 2006

Performance Incentive Award: You will receive a guaranteed bonus for 2006 equal to a minimum of 20% of your base salary, payable in April 2007. You will also be eligible to participate in the Company bonus pool for fiscal 2007 with a target bonus of 20%.

Performance Appraisal: You will be eligible for a merit review beginning in 2007. Salary adjustments and/for additional stock grants, if warranted, are based on individual job performance, and are awarded at the end of the fiscal year on a pro-rata basis.

Stock Option Grant: Upon Compensation Committee approval, you will be awarded a grant of 125,000 shares of Metropark USA, Inc. common stock at an execution price of $1.00 per share under our Stock Option Plan. An additional stock option on 125,000 shares will be granted in April of 2007 at a price determined by the Board. One-fourth of the option shares will vest at the end of 12 months from the grant date and the balance will vest quarterly during the next 3 years. The term of each grant is 10 years until expiration. You will be provided with a copy of the Stock Option Plan along with your grant agreement for execution.

Severance: Should your employment with Metropark be terminated without cause, you will receive the equivalent of three (3) months salary.

Vacation: Vacation is an accrued benefit beginning on your date of hire. You are eligible for 3 week’s vacation on an annualized basis in accordance to company policy.

Benefits: Enclosed is a summary of benefit plans that would be applicable to you.

At Will Agreement: This offer letter is intended to provide general guidelines and is not to be construed in any way as an employment contract. Your employment with Metropark USA, Inc. is At-Will, meaning that it may be terminated by either you or the Company at any time, with or without cause or notice.

Confidentiality: A copy of our standard Confidentiality Agreement will be provided to you for execution.