BE INC S-1

S-1

FORM S-1

EX-3.1

AMENDED & RESTATED CERT. OF INCORPORATION

EX-3.2

BYLAWS

EX-4.2

FORM OF WARRANT

EX-4.6

WARRANT

EX-4.7

AMENDED & RESTATED INVESTORS RIGHTS AGREE

EX-10.1

FORM OF INDEMNITY AGREEMENT

EX-10.2.1

1992 STOCK OPTION PLAN

EX-10.2.2

FORM OF 1992 STOCK OPTION AGREEMENT

EX-10.3.1

1999 EQUITY INCENTIVE PLAN

EX-10.3.2

1999 EQUITY INCENTIVE PLAN STOCK OPTIONS AGREEMENT

EX-10.3.3

1999 STOCK OPTION GRANT NOTICE

EX-10.4.1

EMPLOYEE STOCK PURCHASE PLAN

EX-10.4.2

FORM OF EMPLOYEE STOCK PURCHASE PLAN OFFERING

EX-10.5.1

1999 NON-EMPLOYEE DIRECTOR'S PLAN

EX-10.5.2

FORM OF NON STATUTORY STOCK OPTION

EX-10.6.1

OFFICE LEASE DATED 6/24/94

EX-10.6.2

AMENDMENT OF OFFICE LEASE

EX-10.7

EMPLOYMENT AGREEMENT: WESLEY SAIA

EX-10.8

EMPLOYMENT AGREEMENT: ROY GRAHAM

EX-10.9

EMPLOYMENT AGREEMENT: JEAN CALMON

EX-10.10

STOCK PURCHASE AGREEMENT DATED 5/1/98

EX-21.1

LIST OF SUBSIDIARIES

EX-23.1

CONSENT OF PRICEWATERHOUSECOOPERS LLP

EX-27.1

FINANCIAL DATA SCHEDULE