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Be Incorporated Announces Plan to Distribute Assets to Stockholders:

Dear Stockholder,

We are pleased to inform you that the Court of Chancery of the State of Delaware (the “Court”) has responded affirmatively to Be Incorporated’s (hereinafter the “Company” or “Be”) Petition for Determinations and has approved our plan of distribution of assets to Be’s stockholders. In accordance with that plan, our stockholders of record as of March 15, 2002, will soon receive a “letter of transmittal” from our transfer agent, Wells Fargo Bank, N.A., instructing you how to exchange your shares of Be Common Stock for cash. The initial distribution of cash for the surrender of shares will be equal to fifty-eight cents (U.S. $0.58) per share, without interest.

Per the order of the Court, the remainder of Be’s assets will be held in a limited purpose tax security trust to secure payment for any ongoing tax obligations owed by Be, and in corporate accounts to secure payment for all other claims that are mature, known and uncontested or that have been finally determined to be owing by the corporation or other successor entity, including but not limited to any continuing obligations to be incurred by Be in the course of the final winding up of the affairs of the Company. The aggregate amount to be held by the Company and the limited purpose tax security trust is approximately $2,900,000 (U.S.). The length of time the trust will hold these amounts will be until the resolution of potential tax obligations or other claims, or not later than four years after Be files its final tax return in March 2005, after which and upon approval of the Court, the Company intends to direct the trustee, Wilmington Trust Company, a Delaware banking company, to make the final distribution of the remaining assets to Be stockholders in accordance with the information returned in the letters of transmittal.

On November 12, 2001, Be’s stockholders approved the sale of substantially all of its intellectual property and other technology assets to Palm, Inc. and the dissolution of Be through the adoption of a Plan of Dissolution, as set forth in Be’s Definitive Proxy Statement filed with the Securities and Exchange Commission on October 9, 2001 (the “Plan”). Under the asset purchase agreement that closed on November 13, 2001, Be received Palm common stock valued at $11,000,000 (U.S.) and, as announced, Be sold for cash the Palm shares promptly following the closing, and thereafter used the funds to satisfy its outstanding liabilities and provide for expenses to be used in furtherance of winding up the affairs off the Company. For purposes of determining the stockholders that will be eligible to participate in the distribution of Be’s assets as authorized in the Plan, the Company set a record date of March 15, 2002, closed the stock transfer books and ceased recording transfers of shares of Be’s Common Stock. On March 15, 2002, Be filed a certificate of dissolution with the Delaware Secretary of State in accordance with the Plan and thereafter continued with the liquidation of Company assets. One, then potential, asset that Be’s directors decided to pursue was an antitrust lawsuit against Microsoft Corporation.

In February 2002, Be filed suit against Microsoft based on alleged anticompetitive business practices of Microsoft to seek recovery of damages for the benefit of the Company and its stockholders. In order to minimize the out-of-pocket expenses to the Company, Be retained the services of a law firm willing to pursue the case on a contingent fee basis. On September 5, 2003, Be and Microsoft reached a mutually acceptable mediated settlement of the lawsuit then pending in the United States District Court for the District of Maryland in Baltimore. Pursuant to the terms of such settlement, Be received a payment from Microsoft, after payment of the contingent fees of Be’s attorneys, in the amount of $23,250,000 (U.S.) to end further litigation.

On April 6, 2004, the Court of Chancery of the State of Delaware in and for New Castle County granted Be’s Petition for Determinations pursuant to Del. Code Ann. tit. 8, § 280(c), and by order of the Court, C.A. No. 029-N, dated April 6, 2004, Be is (i) required to establish a limited purpose tax security trust in the amount of not less than $2,500,000 (U.S.) to secure payment for tax obligations potentially owed to certain taxing organizations and to pay any ancillary and administrative expenses related to the continuance and maintenance of such trust; (ii) authorized to distribute its remaining assets to stockholders in accordance with Del. Code Ann. tit. 8, § 281(a) in one or more distributions; and (iii) pursuant to section 281(a), required to pay or make provision for payment of all other remaining expenses of the Company required for final liquidation and for claims that are mature, known and uncontested or that have been finally determined to be owing by the corporation or other successor entity, including but not limited to any continuing obligations to be incurred by Be in the course of the final winding up the affairs of the Company (the Company has reserved approximately $400,000 (U.S.) for such expenses). In accordance with the Plan and as authorized by the board of directors of the Company, each of the holders of common stock of Be Incorporated, is initially entitled to receive for each share of Be Incorporated common stock held by such shareholder $0.58 in cash, without interest, in the initial distribution. The Company intends to distribute finally the assets of the Company secured by the limited purpose tax security trust described above, after the Company’s discharge of it obligations in full and upon application to the Court, and any remaining assets, to the stockholders, in accordance with Del. Code Ann. tit. 8, § 281(a) and consistent with the instructions provided by stockholder in the returned Letter of Transmittal.

Stockholders should also note that in accordance with Del. Code Ann. tit. 8, § 282 after distribution of assets to the stockholders, the liability of a stockholder for any claim against Be will be the lesser of that stockholder’s pro rata share of the claim or the amount distributed to the stockholder. Stockholders, however, will not be liable for any claim against the corporation on which an action, suit or proceeding is not begun prior to March 15, 2005. Stockholders will not, in any event, be liable for claims against Be in an aggregate amount exceeding the amount distributed to the stockholder in dissolution.

Sincerely,

Be Incorporated

Safe Harbor Statement

This web page contains forward-looking statements that involve risks and uncertainties that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, risks relating to unknown or contingent liabilities, and the statutory process of dissolution. These forward-looking statements are made only as of the date hereof, and Be undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements are expressly qualified in their entirety by the "Risk Factors" and other cautionary statements included in the Company's annual, quarterly, and special reports, proxy statements and other public filings with the Securities and Exchange Commission.

Press Releases

12-May-2004
Be Incorporated Announces Plan of Distribution of Assets to Stockholders
05-September-2003
Microsoft Corp. and Be Inc. Reach Agreement to Settle Litigation
21-August-2002
Be Incorporated's Antitrust Suit Against Microsoft Transferred to Maryland
01-April-2002
Be Incorporated Submits Notification of Delay in Filing Financial Statements with its Annual Report on Form 10-K
15-March-2002
Be Incorporated Delists From Nasdaq National Market and Files Certificate of Dissolution
04-March-2002
Be Incorporated to File Certificate of Dissolution and Voluntarily Delist From Nasdaq National Market on March 15, 2002
19-February-2002
Be Incorporated Files Suit Against Microsoft For Violations of Antitrust Laws
31-December-2001
Be Incorporated Announces CEO Jean-Louis Gassee's Departure
12-December-2001
Be Incorporated Announces Change in Board Composition and CFO Departure
13-November-2001
Palm Completes Acquisition of Be Incorporated
12-November-2001
Stockholders of Be Incorporated Approve Asset Sale to Palm, Inc.
25-October-2001
Be Incorporated Reports Third Quarter Results
18-October-2001
Be Incorporated to Discuss Proposed Stockholder Resolutions
09-October-2001
Be Announces Special Stockholders Meeting Date of November 12, 2001