Be Announces Sale of Intellectual Property and Technology Assets to Palm

MENLO PARK,  Calif.,  Aug. 16 /PRNewswire/ -- Be  Incorporated  (Nasdaq:  BEOS -
news),  the creator of the BeIA and BeOS operating  systems,  today announced it
has entered into a definitive  agreement to sell its  intellectual  property and
technology assets to Palm, Inc. (Nasdaq: PALM - news). The purchase price is $11
million,  to be paid in common  stock of Palm,  which Be  currently  intends  to
liquidate  as  soon as  reasonably  practicable  following  the  closing  of the
transaction.  Be's board of  directors  has approved  the  transaction,  and the
winding-up of Be's operating business following the closing.  The closing of the
transaction and the winding-up are subject to the approval of Be's stockholders,
and the satisfaction of other customary closing  conditions.  The transaction is
expected to close in the fourth  calendar  quarter of 2001. Be will be retaining
certain rights,  assets and liabilities in connection with the transaction.  The
retained rights and assets include Be's cash and cash equivalents,  receivables,
certain  contractual  rights,  and rights to assert and bring certain claims and
causes of action,  including under antitrust laws.

About Be

Founded in 1990, Be Inc. creates  software  solutions that enable rich media and
Web experiences on personal computers and Internet appliances. Be's headquarters
are in Menlo  Park,  California.  It is publicly  traded on the Nasdaq  National
Market under the symbol BEOS. Be can be found on the Web at http://www.be.com .

Solicitation of Proxies

Be,  its  directors,  executive  officers  and  certain  other  members  of Be's
management  and employees may be soliciting  proxies from Be's  stockholders  in
favor of the  transaction and the winding-up of Be's  operations.  The directors
and  officers of Be may be deemed to be  participants  in Be's  solicitation  of
proxies.  Information concerning the participants will be set forth in the Proxy
Statement  when its filed with the  Securities  and  Exchange  Commission.  Safe
Harbor Statement

This news release  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 the consummation of the contemplated transaction, including the risk
that  stockholder  approval  might not be obtained in a timely manner or at all.
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.  Additional
Information and Where to Find It Be plans to file a Proxy Statement with the SEC
in connection  with the  transaction  and other matters  described in this press
release.  Investors  and  security  holders  of Be are  urged to read the  Proxy
Statement  carefully  when it is  available.  The Proxy  Statement  will contain
important  information  about Be, Palm,  the  transaction  described  herein and
related  matters.  Investors  and  security  holders will be able to obtain free
copies of these documents through the Web site maintained by the U.S. Securities
and  Exchange  Commission  at  http://www.sec.gov  . In  addition  to the  Proxy
Statement,  Be and Palm  file  annual,  quarterly  and  special  reports,  proxy
statements and other  information  with the Securities and Exchange  Commission.
You may read and copy any reports,  statements or other  information filed by Be
and  Palm  at the  SEC  public  reference  rooms  at  450  Fifth  Street,  N.W.,
Washington,  D.C. 20549 or at any of the SEC's other public  reference  rooms in
New York, New York and Chicago,  Illinois. Please call the SEC at 1-800-SEC-0330
for further  information on the public reference rooms.  Be's and Palm's filings
with the SEC are also available to the public from commercial document-retrieval
services and at the Web site maintained by the SEC at http://www.sec.gov.