(Beneficial Holders)

                              (Company Letterhead)

October 11, 2001

(Stockholder address)

Dear ___________:


     The Board of Directors of Be Incorporated is seeking  stockholder  approval
of the purchase of  substantially  all of Be's  intellectual  property and other
technology  assets by Palm.  The Board is also seeking  stockholder  approval of
Be's subsequent plan for dissolution.  I thought you would appreciate  receiving
your  copy  of  the  Palm,  Inc.  Form  S-4 / Be  Incorporated  proxy  statement
pertaining to these  proposals as quickly as possible  after they had been filed
with the Securities and Exchange Commission.

     A special meeting of stockholders has been scheduled for November 12, 2001.
A majority  of all  outstanding  shares must vote in favor of the  proposals  in
order for the resolutions to be enacted.  I encourage you to review the enclosed
Form S-4 and all other relevant materials prior to reaching your decision. After
you have reached your decision, please submit your vote as soon as possible.

     The Board and management of Be would appreciate your expedited  approval of
the proposed resolutions.  Any comments or questions you may have concerning the
proposals  described  in the proxy  statement  are  welcome.  I would  very much
appreciate the opportunity to discuss them with you personally. Please feel free
to call me at (650 ) 462 - 4100.

     Since your shares are held through a brokerage  account or a custodian bank
you must vote your shares through that institution.  Please contact your account
representative  and instruct him or her to execute your proxy on your behalf. If
you encounter any problems or need  assistance  with voting your shares,  please
call our proxy solicitor, Kevin Schwicardi with N.S. Taylor & Associates,  Inc.,
toll free 1.866.470.4300 or collect 1.207.564.8700.

     On behalf of our Board of Directors and the management of Be  Incorporated,
I thank you for your continued interest and support.

Very truly yours,

---------------
Jean-Louis Gassee


Enclosure

Stockholders of Be Incorporated are urged to read the proxy statement/prospectus
and any  other  relevant  documents  filed  with  the  Securities  and  Exchange
Commission  ("SEC") because they contain important  information.  You may obtain
the  documents  free of charge at the  SEC's  web site,  http://www.sec.gov.  In
addition,  documents  filed by Be  Incorporated  with the SEC can be obtained by
contacting  Be  Incorporated  at the  following  address and  telephone  number:
Shareholder  Relations,  800 El  Camino  Real,  Menlo  Park,  California  94025,
telephone: (650) 462-4100. Please read the proxy statement/prospectus  carefully
before making a decision  concerning  the  dissolution  of Be and the sale of Be
assets to ECA Subsidiary Acquisition Company, a wholly owned subsidiary of Palm,
Inc.  Be, its  officers,  directors,  employees  and agents  will be  soliciting
proxies from Be  stockholders  in  connection  with the asset sale.  Information
concerning  the  participants  in the  solicitation  is set  forth in the  proxy
statement/prospectus.



                               (Holders of Record)

                              (Company Letterhead)


October 11, 2001

(Stockholder address)

Dear ___________:


     The Board of Directors of Be Incorporated is seeking  stockholder  approval
of the purchase of  substantially  all of Be's  intellectual  property and other
technology  assets by Palm.  The Board is also seeking  stockholder  approval of
Be's subsequent plan for dissolution.  I thought you would appreciate  receiving
your  copy  of  the  Palm,  Inc.  Form  S-4 / Be  Incorporated  proxy  statement
pertaining to these  proposals as quickly as possible  after they had been filed
with the Securities and Exchange Commission.

     A special meeting of stockholders has been scheduled for November 12, 2001.
A majority  of all  outstanding  shares must vote in favor of the  proposals  in
order for the resolutions to be enacted.  I encourage you to review the enclosed
Form S-4 and all other relevant materials prior to reaching your decision. After
you have reached your decision, please submit your vote as soon as possible.

     The Board and management of Be would appreciate your expedited  approval of
the proposed resolutions.  Any comments or questions you may have concerning the
proposals  described  in the proxy  statement  are  welcome.  I would  very much
appreciate the opportunity to discuss them with you personally. Please feel free
to call me at (650)  462-4100.  You may also  call our  proxy  solicitor,  Kevin
Schwicardi  with N.S.  Taylor &  Associates,  Inc.  toll free (866)  470-4300 or
collect (207) 564-8700, if you have any questions or need assistance with voting
your shares.


     On behalf of our Board of Directors and the management of Be  Incorporated,
I thank you for your continued interest and support.


Very truly yours,

---------------
Jean-Louis Gassee




Enclosure

Stockholders of Be Incorporated are urged to read the proxy statement/prospectus
and any  other  relevant  documents  filed  with  the  Securities  and  Exchange
Commission  ("SEC") because they contain important  information.  You may obtain
the  documents  free of charge at the  SEC's  web site,  http://www.sec.gov.  In
addition,  documents  filed by Be  Incorporated  with the SEC can be obtained by
contacting  Be  Incorporated  at the  following  address and  telephone  number:
Shareholder  Relations,  800 El  Camino  Real,  Menlo  Park,  California  94025,
telephone: (650) 462-4100. Please read the proxy statement/prospectus  carefully
before making a decision  concerning  the  dissolution  of Be and the sale of Be
assets to ECA Subsidiary Acquisition Company, a wholly owned subsidiary of Palm,
Inc.  Be, its  officers,  directors,  employees  and agents  will be  soliciting
proxies from Be  stockholders  in  connection  with the asset sale.  Information
concerning  the  participants  in the  solicitation  is set  forth in the  proxy
statement/prospectus.