BE INCORPORATED

                          NONSTATUTORY STOCK OPTION

              (1999 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN)

______________, Optionee:

     Be Incorporated (the "Company"), pursuant to its 1999 Non-Employee
Directors' Stock Option Plan (the "Plan") has on ______________ granted to you,
the optionee named above, an option to purchase shares of the common stock of
the Company ("Common Stock").  This option does not qualify and will not be
treated as an "incentive stock option" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").

     The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's Non-
Employee Directors (as defined in the Plan).

     The details of your option are as follows:

     1.  The total number of shares of Common Stock subject to this option is
_________ (___________).  Subject to the limitations contained herein, this
option shall be exercisable in accordance with the Plan.

     2.  The exercise price of this option is ________________ ($_________) per
share, being the Fair Market Value (as defined in the Plan) of the Common Stock
on the date of grant of this option.

     3.  (a)  This option may be exercised, to the extent specified in the Plan,
by delivering a notice of exercise (in a form designated by the Company)
together with the exercise price to the Secretary of the Company, or to such
other person as the Company may designate, during regular business hours,
together with such additional documents as the Company may then require pursuant
to Section 9(c) of the Plan.  This option may not be exercised for any number of
shares which would require the issuance of anything other than whole shares.

         (b)  By exercising this option you agree that the Company may require
you to enter an arrangement providing for the cash payment by you to the Company
of any tax withholding obligation of the Company arising by reason of the
exercise of this option or the lapse of any substantial risk of forfeiture to
which the shares are subject at the time of exercise.

     4.  Any notices provided for in this option or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of
notices delivered by the Company to you, five (5) days after deposit in the
United States mail, postage prepaid, addressed

                                       1.
<PAGE>

to you at the address specified below or at such other address as you
hereafter designate by written notice to the Company.

     5.  By exercising this option you agree that the Company (or a
representative of the underwriter(s)) may, in connection with the first
underwritten registration of the offering of any securities of the Company under
the Securities Act, require that you not sell, dispose of, transfer, make any
short sale of, grant any option for the purchase of, or enter into any hedging
or similar transaction with the same economic effect as a sale, any shares of
Common Stock or other securities of the Company held by you, for a period of
time specified by the underwriter(s) (not to exceed one hundred eighty (180)
days) following the effective date of the registration statement of the Company
filed under the Securities Act.  You further agree to execute and deliver such
other agreements as may be reasonably requested by the Company and/or the
underwriter(s) that are consistent with the foregoing or that are necessary to
give further effect thereto.  In order to enforce the foregoing covenant, the
Company may impose stop-transfer instructions with respect to your shares of
Common Stock until the end of such period.

     6.  This option is subject to all the provisions of the Plan, a copy of
which is attached hereto and its provisions are hereby made a part of this
option, including without limitation the provisions of Section 7 of the Plan
relating to option provisions, and is further subject to all interpretations,
amendments, rules and regulations which may from time to time be promulgated and
adopted pursuant to the Plan.  In the event of any conflict between the
provisions of this option and those of the Plan, the provisions of the Plan
shall control.

     Dated the _________ day of _______, 19__.

                                    Very truly yours,

                                    Be Incorporated

                                    By:
                                       ---------------------------------------
                                          Duly authorized on behalf
                                          of the Board of Directors
                                         

Attachments:

1999 Non-Employee Directors' Stock Option Plan

                                       2.
<PAGE>

The undersigned:

         (a)  Acknowledges receipt of the foregoing option and the attachments
referenced therein and understands that all rights and liabilities with respect
to this option are set forth in the option and the Plan;

         (b)  Acknowledges that as of the date of grant of this option, it sets
forth the entire understanding between the undersigned optionee and the Company
and its affiliates regarding the acquisition of stock in the Company and
supersedes all prior oral and written agreements on that subject with the
exception of (i) the options previously granted and delivered to the undersigned
under stock options plans of the Company, and (ii) the following agreements
only:

          None
              ----------------------------------------
                         (Initial)

          Other
              ----------------------------------------
              ----------------------------------------
              ----------------------------------------
          



                  
                              -----------------------------------------
                              Optionee


                              -----------------------------------------
                              Address


                              -----------------------------------------
                              -----------------------------------------
                          

                                       3.

Source: OneCLE Business Contracts.