This Plan of Dissolution (the "Plan") is intended to accomplish the dissolution and winding-up of Be Incorporated, a Delaware corporation ("Be"), in accordance with the Delaware General Corporation Law, as follows:

1. The Board of Directors of Be (the "Board of Directors") has adopted this Plan and called a special meeting (the "Meeting") of the holders of Be's common stock to approve dissolution of Be pursuant to this plan of dissolution. If stockholders holding a majority of Be's outstanding common stock, par value$0.001 per share (the "Common Stock"), vote in favor of the approval of this Plan at the Meeting, the Plan shall constitute the adopted Plan of Be as of the date of the Meeting, or such later date on which the stockholders may approve the dissolution of Be pursuant to the Plan if the Meeting is adjourned to a later date (the "Adoption Date").

2. Pursuant to the terms of that certain Asset Purchase Agreement dated as of August 16, 2001, as amended, among Be, Palm, Inc. ("Palm") and EC A Subsidiary Acquisition Corporation, an indirect wholly owned subsidiary of Palm (the "Purchase Agreement"), Be will be retaining certain rights, assets and liabilities in connection with the sale of assets pursuant to the Purchase Agreement, including its cash and cash equivalents, receivables, certain contractual rights, and rights to assert and bring certain claims and causes of action, including under antitrust laws. If, notwithstanding the approval of the dissolution pursuant to his Plan by the stockholders of Be, the Board of Directors determines that it would be in the best interests of Be's stockholders or creditors for Be not to dissolve, including in order to permit Be to pursue (or more easily pursue) and retained claims or causes of action, the dissolution of Be pursuant to this Plan may be abandoned or delayed until a future date to be determined by Board of Directors.

3. From and after the Adoption Date, contingent upon the consummation of the transactions contemplated by the Purchase Agreement, and subject to the discretionary right of the Board of Directors to abandon or delay implementation of this Plan as described in Section 2 above, Be shall complete the following corporate actions:

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