Corporate Background

Relevant Trends and Market Need
The expectations of today's personal computer users are increasing rapidly. Users are demanding the functionality and performance levels that are being demonstrated by today's workstations, but their price expectations are driven by the high-volume PC market. Moving against these expectations is a rising tide of complexity, decreasing performance deltas, and increasing time to market.

Further fueling this market demand is the digital media explosion that has produced a new type of user known as "prosumers" - users at the heart of multimedia activity. This new breed includes a broad spectrum of creative professionals who are hard-core PC users. They include individuals such as digital designers, amateur and semi-professional musicians, and videographers who are actively searching for new systems solutions to handle their highly complex processing requirements of converging high-bandwidth content such as video data streams and audio information, 3-D models and visualization, and graphical data.

Currently, these prosumers buy high-end PCs and pack them full of expensive high performance graphics cards, communications devices, and high-speed I/O options. However, they still can't get the performance they need to deliver their end products such as CD-ROMs, DVDs, web sites or print ads. These high-end users are consuming processing power faster than it's being delivered to market. Their frustration is reaching its limits as current PC architectures fail to keep pace with their needs.

Be, Incorporated was formed to address these issues - to see what could be accomplished if it designed a new PC operating system using new assumptions, such as inexpensive multi-processor hardware and high performance commodity-priced systems components, based on cutting-edge software concepts such as multithreading, protected memory, and object-oriented programming frameworks. The result is the BeOS, a $70 media operating system that delivers a new level of price performance, unmatched processing power and a dramatic reduction in the complexity of software development.

Be Advantages
The heart of the Be product line is the BeOS, an operating system designed for media and communications-based applications of the next decade. While retaining compatibility with current data and network standards, the BeOS jettisons many of the assumptions inherent in older operating systems architectures to achieve a new level of performance, and a significantly simplified programming model. Key BeOS advantages include the following:

• Fully Threaded System
• Symmetric Multiprocessing
• Object-Oriented Design
• Real-Time Media and Communications
• Simplicity
• Superior Performance
• Reduced Time-to-Market

• Corporate communications departments
• Amateur videographers
• Aspiring professional musicians
• Sound and recording editors and professionals

Supported Environments
Intel Architecture: minimum 16 MB of RAM and an IDE hard disk or hard disk partition with minimun 150 MB of space

PowerPC: minimum 16 MB of RAM; 150 MB hard disk or hard disk partition (SCSI or IDE); CD-ROM drive (SCSI or IDE); keyboard and mouse compatible with hardware; built-in or bundled graphics circuitry or card; multisync monitor strongly recommended; and network connection via Ethernet or PPP (modem, serial ISDN, etc.)

Corporate Headquarters
Be, Incorporated is headquartered in Menlo Park, California, and has European corporate offices in Paris, France. The company employs 85 people, with experience from all areas of the high technology industry.

Be, Incorporated
800 El Camino Real, Suite 300
Menlo Park, CA 94025
Ph: 650-462-4141
Fx: 650-462-4129
www.be.com

Senior Management
Be, Incorporated management team includes senior professionals with extensive experience in high technology and consumer technology industries:

Jean-Louis Gassée, chairman and CEO
Jean-Louis Gassée founded Be, Incorporated in 1990. Prior to launching Be, Mr. Gassée spent more than nine years at Apple Computer, Inc. He started the company's French subsidiary which became and remains Apple's largest business unit outside of the United States. In 1985, Mr. Gassée was transferred to Cupertino, California, to head Apple's product development serving as president of the products division, responsible for managing all of Apple's global product functions, including product marketing, worldwide manufacturing and research and development. Before joining Apple, Mr. Gassée was president and general manager of the French subsidiary of Exxon Office Systems. Mr. Gassée also held several general management positions with Data General. In addition, he spent six years in management roles at Hewlett-Packard. Mr. Gassée serves as a director of several private or publicly traded companies such as 3Com, Electronics for Imaging, and Laser Master Technologies.

Steve Sakoman, vice president, engineering
Steve Sakoman, a co-founder of Be, joined the company from Apple Computer, where he was director of CPU development managing the hardware group which was responsible for the Apple II and Macintosh product lines. Mr. Sakoman also started and managed the Newton development team. Prior to Apple, Mr. Sakoman was with Silicon Graphics where he was the director of the Consumer Products & Technologies Group, which included the Nintendo 64 project. Before that, Mr. Sakoman worked at Hewlett-Packard where he was a manufacturing engineer and the project manager for the industry's first battery powered portable MS-DOS PC, the HP-110.

Wes Saia, vice president, finance
Wes Saia is responsible for finance at Be, Incorporated. He joined the company from Asanté where he served as CFO and vice president of finance and completed an initial public offering that raised $25 million in cash for the company. Prior to that, Mr. Saia served as CFO and vice president of finance at Bimillenium, a startup software company, and CFO and vice president of finance for Vitalink, a public company specializing in data communications. He also worked as a controller at Intel, vice president of finance at Fox & Carskadon, and controller with Sprint and Southern Pacific.

Roy Graham, executive vice president and chief marketing officer
As executive vice president and chief marketing officer at Be, Incorporated Roy Graham is responsible for shaping corporate strategies that will expand the company's worldwide sales channels and entry into new markets. Mr. Graham has more than 20 years of U.S. and international sales, marketing and general management experience. He came to Be, Incorporated from Wyse Technology, where as senior vice president of sales, marketing and customer service he took the company to the number one position in thin clients. Before that, Mr. Graham held several positions with Tandem Computers, including director and general manager of the Windows NT Business Group building the division from concept to market introduction. Prior to Tandem, Mr. Graham spent time with Telematics International and Integrated Software Systems Corporation, and almost a decade with Digital Equipment Corporation in various marketing and technical posts in the U.S. and Europe.

Jean Calmon, vice president and general manager, Europe
Jean Calmon came to Be, Incorporated with more than 24 years of international operations experience with major companies in Europe. Prior to Be, Incorporated, Mr. Calmon was vice president of EO, Inc., a European subsidiary of AT&T. Before that, he was president of EDS French operations. Previously, Mr. Calmon was associated with Apple Computer as a sales manager and later as general manager (France) where he built Apple's largest subsidiary. Within five years, Mr. Calmon had created and grown a successful network of resellers who were generating $270 million in revenues. Prior to Apple, Mr. Calmon spent ten years with IBM in various marketing posts.

Frank Boosman, vice president, business development
Frank Boosman came from Red Storm Entertainment where he served as vice president of product development and was responsible for both long-term product direction and day-to-day product management. Prior to that, Mr. Boosman was vice president and general manager of Virtus Studios, a business unit formed to create entertainment software titles using Virtus 3-D tools and technologies. Prior to being spun out, Virtus Studios created Tom Clancy SSN, a PC-based submarine simulation. Before joining Virtus, Mr. Boosman also held managerial posts at Adobe Systems.

Timothy Self, vice president developer relations
Timothy Self is responsible for all developer programs at Be, Incorporated assembling a portfolio of applications for BeOS users, and creating a community of BeOS application developers. Mr. Self came to Be after serving as the Vice President of Product Marketing at Opcode Systems, a leading developer of software for musicians. Prior to that, Mr. Self managed ComputerWare, a prominent software retailer, and has experience as a concert promoter, audio engineer and acoustic researcher.

Lamar Potts, vice president of Internet appliances
As vice president of Internet appliances, Lamar Potts is charged with creating a new business opportunity that leverages the BeOS inherent capability as a superior Internet appliance OS, while allowing Be to capitalize on significant e-commerce trends in the industry. Mr. Potts brings to Be more than 20 years of experience in sales, marketing, channel, business development, finance and operations. Most recently he operated his own management consulting firm which focused on corporate and business development, creating strategic alliances, and developing partnering strategies. Prior to that, Mr. Potts held various management positions in his eleven years at Apple Computer, Inc. During his final two years with the company, he was the vice president, general manager of Apple's licensing business unit. Mr. Potts provided leadership for sales, marketing, operations and to the engineering team that created the first non Macintosh ® version of Mac ® OS that launched Apple into the Mac ® compatible or clone marketplace.

Dan Johnston, vice president and general counsel
Dan Johnston is responsible for all of Be Incorporated's legal affairs. He came to Be in March 1999 after serving as Be's outside counsel with Cooley Godward LLP, primarily responsible for legal representation of Be regarding its commercial transactions and technology partner relationships. Mr. Johnston was an associate in Cooley Godward's Information Technology Licensing group from 1994 to 1999. From 1991 to 1994, Mr. Johnston earned his Juris Doctorate degree from Santa Clara University School of Law. From 1986 to 1991, he was employed by Lockheed Missiles and Space Company as a software programmer, designing application software systems, and then a computer systems manager in charge of the inventory control systems for the U.S. Navy's fleet ballistic missile program. Mr. Johnston also has a Bachelor of Science degree in Computer Information Systems from Humboldt State University