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                       REGISTRATION RIGHTS AGREEMENT

                               By and Among:



                             Kmart Corporation

                                    and

                          the Rightsholders listed

                                on Exhibit A



                         Dated as of July 20, 2001


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                                                   TABLE OF CONTENTS

                                                                                                               PAGE



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SECTION 1: REGISTRATION...........................................................................................1

         1.1      Registrable Shares..............................................................................1

         1.2      Registration....................................................................................2

SECTION 2: KMART'S OBLIGATIONS....................................................................................3

         2.1      Registration Statement..........................................................................3

         2.2      Amendments and Supplements......................................................................3

         2.3      Copies of Offering Documents....................................................................3

         2.4      Misleading Prospectus...........................................................................3

         2.5      Rule 144........................................................................................3

SECTION 3: THE RIGHTSHOLDER'S OBLIGATIONS.........................................................................4

         3.1      Other Documents and Information.................................................................4

         3.2      Cessation of Offering...........................................................................4

         3.3      No Preliminary Prospectus.......................................................................4

         3.4      Acceptable Brokers..............................................................................4

SECTION 4: EXPENSES AND INDEMNIFICATION...........................................................................4

         4.1      Certain Fees and Commissions....................................................................4

         4.2      Other Expenses..................................................................................4

         4.3      Indemnification.................................................................................5

SECTION 5: OTHER PROVISIONS.......................................................................................7

         5.1      Attorneys' Fees.................................................................................7

         5.2      Notices.........................................................................................7

         5.3      Headings........................................................................................7

         5.4      Counterparts....................................................................................7

         5.5      Governing Law...................................................................................7

         5.6      Successors and Assigns..........................................................................7

         5.7      Waiver..........................................................................................7

         5.8      Amendments......................................................................................8

         5.9      Severability....................................................................................8

         5.10     Parties in Interest.............................................................................8

         5.11     Entire Agreement................................................................................8

         5.12     Waiver of Jury Trial............................................................................8

         5.13     Construction....................................................................................8

         5.14     Assignment of Registration Rights...............................................................8
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         THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into as of July 20, 2001, by and among: KMART CORPORATION, a
Michigan corporation ("Kmart"), and those entities listed in Exhibit A
hereto (collectively, the "Rightsholders").

                                  RECITALS

         A. Kmart, Kmart Merger Corp., a Delaware corporation and an
indirect, wholly-owned subsidiary of Kmart ("Merger Sub"), and
BlueLight.com, Inc., a Delaware corporation (the "Company"), have entered
into that certain Agreement and Plan of Merger dated as of July 20, 2001
(the "Merger Agreement"), pursuant to which Merger Sub will be merged with
and into the Company (the "Merger"), and the Company shall thereby become
an indirect wholly-owned subsidiary of Kmart. Upon consummation of the
Merger, Merger Sub shall cease to exist and the Company shall continue as
the surviving corporation.

         B. In connection with the Merger, the Rightsholders shall receive
in exchange for their shares of Series A Preferred Stock and Series C
Preferred Stock in the Company shares of common stock, par value $1.00 per
share, of Kmart (the "Kmart Common Stock").

         C. Kmart and Evercore Venture Partners LLP, a Delaware limited
liability partnership ("Evercore") have entered into, or may enter into, a
Unit Purchase Agreement, pursuant to which Kmart will purchase all of the
Class A Units of BlueLight.com LLC owned by Evercore in exchange for Kmart
Common Stock (the "Evercore Transaction").

         D. The Kmart Common Stock, when issued pursuant to the Merger and
the Evercore Transaction, will not be freely-tradable because such shares
of Kmart Common Stock shall not have been registered under the Securities
Act of 1933 (the "Securities Act").

         E. In order to induce the Company to consummate the transactions
contemplated by the Merger, Kmart desires to grant to the Rightsholders
certain registration rights (the "Registration Rights") in connection with
the Rightsholders' receipt of the Kmart Common Stock. The Registration
Rights shall be as more fully set forth herein. Capitalized terms used in
this Agreement and not otherwise defined shall have the meanings given to
them in the Merger Agreement.

                                 AGREEMENT

         NOW THEREFORE, in consideration of the foregoing recitals and for
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the undersigned hereby agree as follows:

SECTION 1:  REGISTRATION

     1.1 Registrable Shares. As used in this Agreement, "Registrable
Shares" means the shares of Kmart Common Stock to be issued to the
Rightsholders pursuant to the Merger and the Evercore Transaction and any
shares of Kmart Common Stock issued in respect thereof as a result of any
stock split, stock dividend, share exchange, merger, consolidation or
similar recapitalization; provided, however, that Registrable Shares shall
cease to be Registrable Shares when a registration statement covering such
Registrable Shares shall have become effective under the Securities Act,
and such Registrable Shares shall have been disposed of in accordance with
such Registration Statement. Upon the consummation of the Merger, and upon
the consummation of the Evercore Transaction, Kmart shall cause Exhibit A
hereto to be amended with respect to each Rightsholder to accurately
reflect in the column entitled "No. of Shares of Kmart Common" the number
of Registrable Shares issued to and held by such Rightsholder, and upon
being notified of any assignment of registration rights permitted by
Section 5.14, Kmart shall cause Exhibit A hereto to be amended with respect
to each assigning Rightsholder and each assignee of such registration
rights to accurately reflect in the column entitled "No. of Shares of Kmart
Common" the number of Registrable Shares held by each such Rightsholder and
assignee. The Rightsholders desiring to sell shares pursuant to Rule 144
under the Securities Act shall provide Rule 144 representation letters and
opinions of counsel in usual and customary form as may reasonably be
requested by Kmart's counsel.

     1.2 Registration.

     (a) On or prior to ten (10) business days following the Effective Time
of the Merger or the consummation by Kmart of the Purchase Obligation
pursuant to Section 6.6 of the Voting Agreement of even date herewith
between Kmart and the Designated Stockholders listed on Exhibit A thereto
(but subject to Section 1.2(b)), Kmart shall prepare and file with the
Securities and Exchange Commission ("SEC") a registration statement on Form
S-3 (the "Registration Statement") covering the resale in the open market
from time to time of one hundred percent (100%) of the shares of Kmart
Common Stock issued or issuable to the Rightsholders pursuant to the Merger
or the Evercore Transaction and any shares of Kmart Common Stock issued in
respect thereof as a result of any stock split, stock dividend, share
exchange, merger, consolidation or similar recapitalization after the
Effective Time. Kmart shall use its reasonable efforts to have such
Registration Statement declared effective on or before seventy-five (75)
days following the Effective Date.

     (b) The Rightsholders shall furnish such information as Kmart may
reasonably request in connection with the preparation of the Registration
Statement. Upon registration for the resale of the Registrable Shares with
the SEC pursuant to the terms of this Agreement, the Registrable Shares may
be sold in accordance with the Registration Statement under the Securities
Act. Kmart shall use its best efforts to cause the Registration Statement
to remain effective until the earliest of (i) the date on which all
Registrable Shares covered by the Registration Statement have been sold to
the public pursuant to the Registration Statement (ii) one (1) year after
the effective date of the Registration Statement, or if earlier, until the
Rightsholder or Rightsholders have completed the distribution related
thereto; provided, however, that at any time, upon written notice to the
participating Rightsholders and for a period not to exceed thirty (30) days
thereafter (the "Suspension Period"), Kmart may delay the filing or the
effectiveness of the Registration Statement or suspend the use or
effectiveness of the Registration Statement (and the Rightsholders hereby
agree not to offer or sell any Registrable Shares pursuant to such
Registration Statement during the Suspension Period) if Kmart reasonably
believes that the Kmart may, in the absence of such delay or suspension
hereunder, be required under state or federal securities laws to disclose
any corporate development the disclosure of which could reasonably be
expected to have an adverse effect upon Kmart, its stockholders, a
potentially significant transaction or event involving Kmart, or any
negotiations, discussions, or proposals directly relating thereto. No more
than one (1) such Suspension Period shall occur in any twelve (12) month
period. The Rightsholders shall not disclose the existence of any such
Suspension Period to the public. In the event that Kmart shall exercise its
rights hereunder, the applicable time period during which the Registration
Statement is to remain effective shall be extended by a period of time
equal to the duration of the Suspension Period.

SECTION 2:  KMART'S OBLIGATIONS

         In connection with the Registration Statement referred to in
Section 1.2 above, Kmart shall:

     2.1 Registration Statement. Prepare and file with the SEC the
Registration Statement and thereafter use its best efforts to cause such
Registration Statement to become and remain effective for the period set
forth in Section 1.2.

     2.2 Amendments and Supplements. Prepare and file with the SEC such
amendments and supplements to such Registration Statement and the
prospectus used in connection therewith (the "Prospectus") as may be
necessary to keep the Registration Statement effective for the period set
forth in Section 1.2 and to comply with the provisions of the Securities
Act with respect to the sale or other disposition of the shares of Kmart
Common Stock covered by the Registration Statement.

     2.3 Copies of Offering Documents. Furnish to the Rightsholders such
numbers of copies of the Registration Statement, the Prospectus, and any
amendments and supplements thereto, in conformity with the requirements of
the Securities Act, such documents incorporated by reference into the
Registration Statement and such other documents as the Rightsholders
reasonably request, in order to facilitate the public sale or other
disposition of the Registrable Shares.

     2.4 Misleading Prospectus. Promptly notify each Rightsholder, at any
time when a prospectus relating thereto covered by the Registration
Statement is required to be delivered under the Securities Act, upon Kmart
becoming aware that the prospectus included in such Registration Statement,
as then in effect, includes an untrue statement of a material fact or omits
to state a material fact required to be stated therein or necessary to make
the statements therein not misleading in the light of the circumstances
then existing, and immediately thereafter use reasonable efforts to prepare
and file with the SEC and furnish to such Rightsholder a reasonable number
of copies of a supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such
Registrable Shares, such prospectus shall not include an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the
light of the circumstances under which they are made.

     2.5 Rule 144. Use its reasonable efforts to file in a timely manner
any reports required to be filed by it under the Securities Act and the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and take
such further action as the Rightsholders may reasonably request, all from
time to time to enable each such Rightsholder to sell the Registrable
Shares owned by it without registration under the Securities Act pursuant
to the exemption provided by Rule 144.

SECTION 3:  THE RIGHTSHOLDER'S OBLIGATIONS

         In connection with the Registration Statement referred to in
Section 1.2, the Rightsholders shall each:

     3.1 Other Documents and Information. Complete, execute, acknowledge
and/or deliver such questionnaires, indemnification agreements and other
documents, certificates and instruments as are reasonably required by Kmart
or are otherwise necessary in connection with the registration and
offering. Each Rightsholder shall promptly provide to Kmart such
information concerning such Rightsholder, its ownership of Kmart's
securities, the intended method of distribution and such other information
as may be required by applicable law or regulation or as may be reasonably
requested by Kmart.

     3.2 Cessation of Offering. Upon receipt of any notice from Kmart of
the happening of any event of the kind described in Section 2.4,
immediately discontinue disposition of the Registrable Shares pursuant to
the Registration Statement covering such shares until the Rightsholders'
receipt of the copies of the supplemented or amended prospectus
contemplated by Sections 1.2(b) and 2.4, and, if so directed by Kmart,
deliver to Kmart all copies of the prospectus covering such Registrable
Shares in such Rightsholder's possession at the time of receipt of such
notice.

     3.3 No Preliminary Prospectus. No Rightsholder and no person or entity
acting on any Rightsholder's behalf (other than an underwriter selected by
Kmart or approved by Kmart) shall offer any Registrable Shares by means of
any preliminary prospectus.

     3.4 Acceptable Brokers. Each Softbank Entity, as a Rightsholder, shall
sell Registrable Shares through brokers chosen by the Softbank Entity and
reasonably acceptable to Kmart. Each Softbank Entity, as a Rightsholder,
shall notify Kmart of the name of any broker through whom it intends to
sell Registrable Shares.

SECTION 4:  EXPENSES AND INDEMNIFICATION

     4.1 Certain Fees and Commissions. Kmart shall pay its own general
legal and accounting fees and all printing fees in connection with the
Registration Statement. Kmart shall reimburse the Rightsholders for
reasonable legal fees and costs incurred by the Rightsholders in connection
with the initial preparation and filing of the Registration Statement and
for reasonable legal fees and costs incurred by the Rightsholders in
connection with any amendment or supplement to the Registration Statement.
The Rightsholders shall pay any additional fees and costs of their own
counsel and all underwriting discounts, commissions and expenses of
underwriters or brokers incurred in connection with the offering and sale
of the Registrable Shares.

     4.2 Other Expenses. Kmart shall pay all registration and filing fees
attributable to the Registrable Shares and the listing fee payable to the
New York Stock Exchange.

     4.3 Indemnification. In the event any Registrable Shares are included
in a Registration Statement under Section 1:

          (a) To the extent permitted by law, Kmart will indemnify and hold
harmless each Rightsholder, the partners, officers and directors of each
Rightsholder, any underwriter (as defined in the Securities Act) for such
Rightsholder and each person, if any, who controls such Rightsholder or
underwriter within the meaning of the Securities Act or the Exchange Act,
against any losses, claims, damages, or liabilities (joint or several) to
which they may become subject under the Securities Act, the Exchange Act or
other federal or state law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
any of the following statements, omissions or violations (collectively a
"Violation") by Kmart: (i) any untrue statement or alleged untrue statement
of a material fact contained in such Registration Statement, including any
preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary
to make the statements therein not misleading, or (iii) any violation or
alleged violation by Kmart of the Securities Act, the Exchange Act, any
state securities law or any rule or regulation promulgated under the
Securities Act, the Exchange Act or any state securities law in connection
with the offering covered by such Registration Statement; and Kmart will
pay as incurred to each such Rightsholder, partner, officer, director,
underwriter or controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided however, that
the indemnity agreement contained in this Section 4.3(a) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of the Kmart,
which consent shall not be unreasonably withheld, nor shall Kmart be liable
in any such case for any such loss, claim, damage, liability or action to
the extent that it arises out of or is based upon a Violation which occurs
in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by such
Rightsholder, partner, officer, director, underwriter or controlling person
of such Rightsholder.

          (b) To the extent permitted by law, each Rightsholder will, if
Registrable Shares held by such Rightsholder are included in the securities
as to which such registration qualifications or compliance is being
effected, indemnify and hold harmless Kmat, each of its directors, its
officers and each person, if any, who controls Kmart within the meaning of
the Securities Act, any underwriter and any other Rightsholder selling
securities under such Registration Statement or any of such other
Rightsholder's partners, directors or officers or any person who controls
such Rightsholder, against any losses, claims, damages or liabilities
(joint or several) to which Kmart or any such director, officer,
controlling person, underwriter or other such Rightsholder, or partner,
director, officer or controlling person of such other Rightsholder may
become subject under the Securities Act, the Exchange Act or other federal
or state law, insofar as such losses, claims, damages or liabilities (or
actions in respect thereto) arise out of or are based upon any Violation,
in each case to the extent (and only to the extent) that such Violation
occurs in reliance upon and in conformity with written information
furnished by such Rightsholder under an instrument duly executed by such
Rightsholder and stated to be specifically for use in connection with such
registration; and each such Rightsholder will pay as incurred any legal or
other expenses reasonably incurred by Kmart or any such director, officer,
controlling person, underwriter or other Rightsholder, or partner, officer,
director or controlling person of such other Rightsholder in connection
with investigating or defending any such loss, claim, damage, liability or
action if it is judicially determined that there was such a Violation;
provided, however, that the indemnity agreement contained in this Section
4.3 shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the
consent of the Rightsholder, which consent shall not be unreasonably
withheld; provided further, that in no event shall any indemnity under this
Section 4.3 exceed the proceeds from the offering received by such
Rightsholder.

          (c) Promptly after receipt by an indemnified party under this
Section 4.3 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section
4.3, deliver to the indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to participate in,
and, to the extent the indemnifying party so desires, jointly with any
other indemnifying party similarly noticed, to assume the defense thereof
with counsel mutually satisfactory to the parties; provided, however, that
an indemnified party shall have the right to retain its own counsel, with
the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if materially prejudicial to its ability
to defend such action, shall relieve such indemnifying party of any
liability to the indemnified party under this Section 4.3, but the omission
so to deliver written notice to the indemnifying party will not relieve it
of any liability that it may have to any indemnified party otherwise than
under this Section 4.3.

          (d) If the indemnification provided for in this Section 4.3 is
held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any losses, claims, damages or
liabilities referred to herein, the indemnifying party, in lieu of
indemnifying such indemnified party thereunder, shall to the extent
permitted by applicable law contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the
other in connection with the Violation(s) that resulted in such loss,
claim, damage or liability, as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by a court of law by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to
information supplied by the indemnifying party or by the indemnified party
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission; provided,
that in no event shall any contribution by a Rightsholder hereunder exceed
the proceeds from the offering received by such Rightsholder.

          (e) The obligations of Kmart and Rightsholders under this Section
4.3 shall survive completion of any offering of Registrable Shares in a
Registration Statement and the termination of this Agreement. No
indemnifying party, in the defense of any such claim or litigation, shall,
except with the consent of each indemnified party, consent to entry of any
judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim
or litigation.

SECTION 5:  OTHER PROVISIONS

     5.1 Attorneys' Fees. If any action or proceeding relating to this
Agreement or the enforcement of any provision of this Agreement is brought
against any party hereto, the prevailing party shall be entitled to recover
reasonable attorneys' fees, costs and disbursements (in addition to any
other relief to which the prevailing party may be entitled).

     5.2 Notices. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given: (a) upon personal
delivery to the party to be notified, (b) when sent by confirmed telex or
facsimile if sent during normal business hours of the recipient, and if not
during normal business hours of the recipient, then on the next business
day, (c) five (5) calendar days after having been sent by registered or
certified mail, return receipt requested, with postage and fees prepaid, or
(d) one (1) business day after deposit with a nationally recognized
overnight courier, specifying next day delivery, with written verification
of receipt. All communications shall be sent to the other party hereto at
such party's address hereinafter shown below its signature, or at such
other address as such party may designate by ten (10) days' advance written
notice to the other party hereto.

     5.3 Headings. The headings contained in this Agreement are for
convenience of reference only, shall not be deemed to be a part of this
Agreement and shall not be referred to in connection with the construction
or interpretation of this Agreement.

     5.4 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original and all of which,
when taken together, shall constitute one agreement.

     5.5 Governing Law. This Agreement shall be construed in accordance
with, and governed in all respects by, the internal laws of the State of
Delaware (without giving effect to principles of conflicts of laws).

     5.6 Successors and Assigns. This Agreement shall be binding upon each
of the parties hereto and each of their respective permitted successors and
assigns, if any.

     5.7 Waiver. No failure on the part of any Person to exercise any
power, right, privilege or remedy under this Agreement, and no delay on the
part of any Person in exercising any power, right, privilege or remedy
under this Agreement, shall operate as a waiver of such power, right,
privilege or remedy; and no single or partial exercise of any such power,
right, privilege or remedy shall preclude any other or further exercise
thereof or of any other power, right, privilege or remedy. No Person shall
be deemed to have waived any claim arising out of this Agreement, or any
power, right, privilege or remedy under this Agreement, unless the waiver
of such claim, power, right, privilege or remedy is expressly set forth in
a written instrument duly executed and delivered on behalf of such Person;
and any such waiver shall not be applicable or have any effect except in
the specific instance in which it is given.

     5.8 Amendments. This Agreement may not be amended, modified, altered
or supplemented other than by means of a written instrument duly executed
and delivered on behalf of all of the parties hereto.

     5.9 Severability. In the event that any provision of this Agreement,
or the application of any such provision to any Person or set of
circumstances, shall be determined to be invalid, unlawful, void or
unenforceable to any extent, the remainder of this Agreement, and the
application of such provision to Persons or circumstances other than those
as to which it is determined to be invalid, unlawful, void or
unenforceable, shall not be impaired or otherwise affected and shall
continue to be valid and enforceable to the fullest extent permitted by
law.

     5.10 Parties in Interest. Except for the provisions of Section 4.3,
and subject to the provisions of Section 5.14, none of the provisions of
this Agreement is intended to provide any rights or remedies to any Person
other than the parties hereto and their respective successors and assigns,
if any.

     5.11 Entire Agreement. This Agreement and the other agreements
referred to herein set forth the entire understanding of the parties hereto
relating to the subject matter hereof and thereof and supersede all prior
agreements and understandings among or between any of the parties relating
to the subject matter hereof and thereof.

     5.12 Waiver of Jury Trial. Each of the parties hereto hereby
irrevocably waives any and all right to trial by jury in any Legal
Proceeding arising out of or related to this Agreement or the transactions
contemplated hereby.

     5.13 Construction.

          (a) For purposes of this Agreement, whenever the context
requires: the singular number shall include the plural, and vice versa; the
masculine gender shall include the feminine and neuter genders; the
feminine gender shall include the masculine and neuter genders; and the
neuter gender shall include the masculine and feminine genders.

          (b) The parties hereto agree that any rule of construction to the
effect that ambiguities are to be resolved against the drafting party shall
not be applied in the construction or interpretation of this Agreement.

          (c) As used in this Agreement, the words "include" and
"including" and variations thereof, shall not be deemed to be terms of
limitation, but rather shall be deemed to be followed by the words "without
limitation."

     5.14 Assignment of Registration Rights. The rights to cause Kmart to
register Registrable Shares pursuant to Sections 1 and 2 may be assigned by
a Rightsholder to a transferee or assignee of Registrable Shares that (a)
is an affiliate, subsidiary, parent, general partner, limited partner,
retired partner, member or retired member, stockholder or shareholder of a
Rightsholder, (b) is a Rightsholder's family member or trust for the
benefit of an individual Rightsholder or (c) is an entity affiliated by
common control (or other related entity) with such Rightsholder provided,
however, (i) the transferor shall, within ten (10) days after such
transfer, furnish to Kmart written notice of the name and address of such
transferee or assignee and the securities with respect to which such
registration rights are being assigned and (ii) such transferee shall agree
to be subject to all restrictions and obligations set forth in this
Agreement; provided, further, however, that the Rightsholders may not
assign the rights granted pursuant to Sections 1 and 2 hereof to any person
who does not acknowledge the restrictions on the offer or sale of the Kmart
Common Stock under the Securities Act set forth in the Voting Agreement.
Upon any such transfer of Registrable Shares by a Softbank Entity, such
Rightsholder shall strongly recommend to such transferee or assignee that
such transferee or assignee use a broker of such Rightsholder's choosing
and reasonably acceptable to Kmart (the "Broker") in connection with the
sale of the Registrable Securities pursuant to the Registration Statement.
In addition, if requested by Kmart, upon such transfer or assignment, such
Rightsholder shall cause to be delivered to such transferee or assignee a
letter signed by an officer of Kmart, and reasonably acceptable to the
Rightsholder, regarding the use of the Broker as the preferred broker for
sales pursuant to the Registration Statement.

                [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






         The parties hereto have caused this Agreement to be executed and
delivered as of the date first written above.

KMART CORPORATION:                         GC&H INVESTMENTS

By:      /s/ Jeffrey Boyer                 By:      /s/ Kenneth L. Guernsey
   --------------------------------------     -----------------------------
Name:     Jeffery N. Boyer                 Name:     Kenneth L. Guernsey
     ------------------------------------       ---------------------------
Title:    Executive Vice President, CFO    Title:    Executive Partner
        ---------------------------------          -------------------
Address: 3100 West Big Beaver Road
                  Troy, MI 48084
                  Attn: Janet Kelley, Esq.
Facsimile No.:    (248) 463-1054

                                           SOFTBANK CAPITAL ADVISORS FUND, L.P.

                                           By:      /s/ Steven Murray
                                              -----------------------------
                                           Name:     Steven J. Murray
                                           Title:    Administrative Member


                                           SOFTBANK CAPITAL PARTNERS FUND, L.P.

                                           By:      /s/ Steven Murray
                                              -----------------------------
                                           Name:     Steven J. Murray
                                           Title:    Administrative Member


                                           SOFTBANK CAPITAL L.P.

                                           By:      /s/ Steven Murray
                                              -----------------------------
                                           Name:     Steven J. Murray
                                           Title:    Administrative Member



                                           SOFTBANK TECHNOLOGY VENTURES
                                           ADVISORS FUND V, L.P.

                                           By:      /s/ D. Rex Golding
                                              -----------------------------
                                           Name:     D. Rex Golding
                                           Title:    Managing Director


                                           SOFTBANK TECHNOLOGY VENTURES
                                           ENTREPRENEURS FUND V, L.P.

                                           By:      /s/ D. Rex Golding
                                              -----------------------------
                                           Name:     D. Rex Golding
                                           Title:    Managing Director


                                           SOFTBANK TECHNOLOGY VENTURES V, L.P.

                                           By:      /s/ D. Rex Golding
                                              -----------------------------
                                           Name:     D. Rex Golding
                                           Title:    Managing Director


                                           EVERCORE  VENTURE PARTNERS LLP

                                           By:   /s/ Kathleen Grady Reiland
                                              -----------------------------
                                           Name:     Kathleen Grady Reiland
                                           Title:    Managing Director


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                                 EXHIBIT A

                               RIGHTSHOLDERS
<S>                                       <C>                <C>                 <C>              <C>

                                          No. of Shares of   No. of Shares of    No. of Class A   No. of Shares of
          Name of Rightsholder                Series A           Series C         Units in LLC      Kmart Common

GC&H Investments                                    37,600               0                 0
----------------------------------------
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA  94306-2155

Softbank Capital Advisors Fund, L.P.                63,813          16,785                 0
1188 Centre Street
Newton Center, MA 02459

Softbank Capital Partners Fund, L.P.             2,218,361         972,439                 0
1188 Centre Street
Newton Center, MA 02459

Softbank Capital L.P.                            2,180,226         955,722                 0
1188 Centre Street
Newton Center, MA 02459

Softbank Technology Ventures Advisors              357,000         155,599                 0
Fund V, L.P.
200 West Evelyn, Suite 200
Mountain View, CA  94043

Softbank Technology Ventures                       240,800         104,953                 0
Entrepreneurs Fund V, L.P.
200 West Evelyn, Suite 200
Mountain View, CA  94043

Softbank Technology Ventures V, L.P.            13,402,200       5,841,377                 0
200 West Evelyn, Suite 200
Mountain View, CA  94043

Evercore Venture Partners LLP                            0               0         1,000,000
65 East 55th Street, 33rd Floor
New York, NY 10022
Total                                           23,500,000       8,046,875         1,000,000
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