EXHIBIT 10.7(a)
                         Serus ASSET PURCHASE AGREEMENT

                                  by and among

                                  Netopia, Inc.

                                   Serus, LLC,

                       Serus Acquisition Corporation, and

                 Shayne McQuade, Mark Hendricks, Jody Rookstool,

                  Scott Iverson, Todd Shepherd and Studeo, Inc.

                                   dated as of

                                December 16, 1998

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 TABLE OF CONTENTS
                                                                            Page

ARTICLE 1:  PURCHASE AND SALE OF ASSETS........................................1
  1.1  Description of Assets to be Acquired....................................1
  1.2  Excluded Assets.........................................................2
  1.3  Non-Assignment of Certain Contracts.....................................2

ARTICLE 2:  LIABILITIES ASSUMED................................................3
  2.1  Liabilities Assumed.....................................................3

ARTICLE 3:  PURCHASE PRICE.....................................................3
  3.1  Consideration...........................................................3
  3.2  Purchase Price..........................................................3
  3.3  Earnout.................................................................3

ARTICLE 4:  CLOSING............................................................3
  4.1 Closing..................................................................3
  4.2  Deliveries by Seller and the Members....................................3
  4.3  Deliveries by Netopia and Purchaser.....................................3
  4.4  Further Assurances......................................................3

ARTICLE 5:  REPRESENTATIONS AND WARRANTIES.....................................3
  5.1  Representations and Warranties of Netopia and Purchaser.................3
             (a)  Organization.................................................3
             (b)  Authorization................................................3
             (c)  Exchange Act Filings.........................................3
             (d)  Litigation...................................................3
             (e)  Shares Validly Issued........................................3
             (f)  Form 8-K.....................................................3
             (g)  No Conflict or Default.......................................3
  5.2  Representations and Warranties of Seller and the Members................3
             (a)  Organization, Good Standing and Qualification of Seller......3
             (b)  Authorization of Seller......................................3
             (c)  Authorization of the Members.................................3
             (d)  Capital Structure............................................3
             (e)  Assets and Bulk Sales Laws...................................3
             (f)  Title to Assets..............................................3
             (g)  Financial Information........................................3
             (h)  Absence of Certain Changes and Events........................3
             (i)  Taxes........................................................3
             (j)  Compliance with Law..........................................3
             (k)  Proprietary Rights...........................................3
             (l)  Contracts and Commitments....................................3
             (m)  Litigation...................................................3
             (n)  No Conflict or Default.......................................3

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             (o)  Third-Party Consents.........................................3
             (p)  Employees and Employee Benefit Plans.........................3
             (q)  Interested Party Relationships...............................3
             (r)  Indebtedness.................................................3
             (s)  Books and Records............................................3
             (t)  Complete Disclosure..........................................3
  5.3  Additional Representations and Warranties of Seller and the Members.....3
             (a)  Investment Intent............................................3
             (b)  Information..................................................3
             (c)  Accredited Investor Status...................................3
             (d)  Knowledge and Experience.....................................3

ARTICLE 6:  ADDITIONAL AGREEMENTS..............................................3
  6.1  Restricted Securities...................................................3
  6.2  Restrictions on Disposition of Shares...................................3
  6.3  Restrictive Legends.....................................................3
  6.4  Post-Closing Access to Information......................................3
  6.5  Taxes 3
  6.6  Publicity...............................................................3
  6.7  Allocation of Purchase Price............................................3

ARTICLE 7:  CONDITIONS.........................................................3
  7.1  Conditions to Obligations of Purchaser..................................3
             (a)  Representations and Warranties...............................3
             (b)  Consents.....................................................3
             (c)  Performance of Agreement.....................................3
             (d)  Registration Rights Agreement................................3
             (e)  Absence of Governmental or Other Objection...................3
             (f)  Approval of Documentation....................................3
             (g)  Non-Competition Agreements...................................3
             (h)  Employee Confidential Information and Inventions Agreements..3
             (i)  Due Diligence Review.........................................3
             (j)  Board Approval...............................................3
             (k)  Escrow Agreement.............................................3
  7.2  Conditions to Obligations of Members and Seller.........................3
             (a)  Representations and Warranties...............................3
             (b)  Performance of Agreement.....................................3
             (c)  Registration Rights Agreement................................3
             (d)  Absence of Governmental or Other Objection...................3
             (e)  Approval of Documentation....................................3
             (f)  Escrow Agreement.............................................3

ARTICLE 8:  INDEMNIFICATION....................................................3
   8.1  Survival of Representations, Warranties, and Agreements................3
   8.2  Indemnification of Purchaser...........................................3
   8.3  Indemnification of Seller and the Members..............................3
   8.4  Procedure for Indemnification With Respect to Third-Party Claims.......3
   8.5  Procedure for Indemnification with Respect to Non-Third Party Claims...3

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   8.6  Threshold Determination of and Limitations on Indemnification..........3
   8.7  Escrow Fund............................................................3
   8.8  Resolution of Disputed Claims..........................................3

ARTICLE 9:  MEMBERS'REPRESENTATIVE.............................................3
  9.1  Duties and Powers.......................................................3
  9.2  Limit on Liability......................................................3
  9.3  Use of Escrow Funds; Power of Attorney..................................3

ARTICLE 10:  MISCELLANEOUS PROVISIONS..........................................3
  10.1  Notices................................................................3
  10.2  Entire Agreement.......................................................3
  10.3  Binding Effect; Assignment.............................................3
  10.4  Captions...............................................................3
  10.5  Expenses of Acquisition................................................3
  10.6  Waiver; Consent........................................................3
  10.7  Third-Party Beneficiaries..............................................3
  10.8  Counterparts...........................................................3
  10.9  Gender.................................................................3
  10.10  Severability..........................................................3
  10.11  Remedies of the Purchaser.............................................3
  10.12  Governing Law.........................................................3
  10.13  Venue.................................................................3
  10.14  Attorney's Fees.......................................................3
  10.15  Rules of Construction.................................................3
  10.16  Arbitration...........................................................3

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                         SERUS ASSET PURCHASE AGREEMENT

                  THIS  AGREEMENT is dated as of December 16, 1998. by and among
Netopia,   Inc.,  a  Delaware   corporation   ("Netopia"),   Serus   Acquisition
Corporation,  a Delaware  corporation  and a wholly-owned  subsidiary of Netopia
("Purchaser"),  Serus,  LLC,  a  Utah  limited  liability  company  ("Serus"  or
"Seller"),  and Shayne McQuade, Mark Hendricks,  Jody Rookstool,  Scott Iverson,
Todd Shepherd and Studeo,  Inc.,  who are all of the members of Seller (each,  a
"Member," and collectively, the "Members").

                  WHEREAS,  Serus  is  engaged  in the  business  of  designing,
developing,  marketing and selling software  products for internet  applications
(the "Business"); and

                  WHEREAS,  Purchaser desires to acquire from Seller, and Seller
desires to transfer to Purchaser,  substantially all of the assets,  properties,
and rights of Seller in the  Business  (except as provided in Section 1.2 below)
as provided by this  Agreement,  upon the terms and conditions of this Agreement
(the "Acquisition").

                  NOW,  THEREFORE,  in  consideration of the mutual promises and
covenants set forth herein, the parties hereby agree as follows:

                                    ARTICLE 1
                           PURCHASE AND SALE OF ASSETS

1.1  Description  of Assets to be  Acquired.  Upon the terms and  subject to the
conditions  set forth in this  Agreement,  at the Closing (as defined in Section
4.1), Seller agrees to convey, sell, transfer,  assign and deliver to Purchaser,
and  Purchaser  shall  purchase  from Seller,  all right,  title and interest of
Seller  at the  Closing  in and to the  assets,  properties,  and  rights of the
Business  of  every  kind,  nature  and  description,   personal,  tangible  and
intangible,  known or unknown, wherever located, including, without limiting the
generality of the foregoing (but  excluding the "Excluded  Assets," as such term
is defined in Section 1.2 below):

(a) All  interests  in  machinery,  equipment,  copiers,  computers,  furniture,
fixtures,  supplies,  other tangible  personal property and fixed assets and all
proprietary rights relating thereto (the "Personal Property"), including without
limitation those listed on Schedule 1.1(a) hereto;

(b) All lease deposits,  prepaid expenses,  prepaid property taxes and all other
current assets,  including  without  limitation  those listed on Schedule 1.1(b)
hereto;

(c) All claims and rights  under all  agreements,  contracts,  contract  rights,
licenses,  evidences of indebtedness,  purchase and sale orders,  quotations and
other executory  commitments (but, except as provided in Section 2.1,  excluding
any  liabilities   associated   therewith)   (collectively,   the  "Contracts"),
including, without limitation those listed on Schedule 1.1(c) hereto;

<PAGE>

(d) All franchises, licenses, permits, consents, authorizations and approvals of
any federal,  state or local regulatory,  administrative  or other  governmental
agency or body;

(e) All Intellectual Property (as such term is defined in Section 4.2(l) below);

(f) Originals of all sales invoices,  revenue registers and accounts  receivable
records,  and originals of all warranties on all supplies and equipment,  files,
papers and all other records of Seller, that relate to the Business;

(g) All rights  under  express or implied  warranties  from  suppliers of Seller
and/or the Business to the extent assignable;

(h) All causes of action,  judgments  and claims or demands of whatever  kind or
description of Seller, or that arise out of or relate to the Business;

(i) All rights and  interests  of Seller to the  proceeds  of  insurance  claims
arising from damage to the Assets (as defined below) prior to Closing;

(j)      All employee and customer lists and records of Seller;

(k) All  interests  in the lease of office space  described in Schedule  1.1(k),
including all leasehold improvements thereto, and all related rights; and

(l)      All goodwill of the Business.

                  The  assets,  properties,  and  rights to be  conveyed,  sold,
transferred,  assigned,  and delivered to Purchaser pursuant to this Section 1.1
are sometimes hereinafter collectively referred to as the "Assets."

1.2 Excluded Assets.  Notwithstanding  the provisions of Section 1.1 hereof, the
Assets to be  transferred  to  Purchaser  pursuant to this  Agreement  shall not
include the assets, if any, listed on Schedule 1.2 (collectively,  the "Excluded
Assets").

1.3  Non-Assignment  of  Certain  Contracts.  Notwithstanding  anything  to  the
contrary in this Agreement,  to the extent that the assignment  hereunder of any
of the Assets shall require the consent of any other party (or in the event that
any of the same shall be  nonassignable),  neither this Agreement nor any action
taken pursuant to its provisions  shall constitute an assignment or an agreement
to assign if such assignment or attempted  assignment  would constitute a breach
thereof or result in the loss or diminution thereof; provided,  however, that in
each  such  case,  Seller  shall,  at its  own  expense,  use  its  commercially
reasonable efforts to obtain the consent of such other party to an assignment to
Purchaser.

<PAGE>

                                    ARTICLE 2
                               LIABILITIES ASSUMED

2.1 Liabilities  Assumed.  Purchaser  hereby agrees to assume,  satisfy,  and/or
perform when due and to indemnify and hold harmless  Seller and the Members from
those liabilities and obligations of Seller  specifically listed on Schedule 2.1
attached  hereto (the  "Assumed  Liabilities").  Purchaser  shall not assume any
liabilities of Seller not specifically set forth on Schedule 2.1.

                                   ARTICLE 3
                                 PURCHASE PRICE

3.1  Consideration.  Upon the terms and subject to the  conditions  contained in
this  Agreement,  in  consideration  for the Assets and the  covenants set forth
herein and in the Related Agreements,  Purchaser will pay to Seller (or cause to
be paid to Seller) the  purchase  price set forth in Section  3.2.  The "Related
Agreements"  shall  mean the  Registration  Rights  Agreement  (as such  term is
defined in Section  7.1(d)),  the  Non-Competition  Agreements  (as such term is
defined in Section 7.1(g)), the Employee Confidential Information and Inventions
Agreements (as such term is defined in Section 7.1(h)) and the Escrow  Agreement
(as such term is defined in Section 7.1(k)).

3.2  Purchase Price. The purchase price ("Purchase Price") shall be as follows:

(a)  The assumption of the Assumed Liabilities;

(b) Three Million Dollars  ($3,000,000)  in cash,  payable to Seller by check or
wire transfer at the Closing (the "Initial Cash Consideration");

(c) Four Hundred Nine Thousand Five Hundred Fifty Six (409,556)  validly issued,
fully paid and nonassessable shares of Purchaser's Common Stock issued to Seller
at the Closing (the "Stock  Consideration"  or the "Shares"),  said Shares being
subject to the restrictions,  rights and obligations described in this Agreement
and the Related Agreements; and

(d) The Earnout (as such term is defined in Section 3.3 below).

3.3      Earnout.

(a) Subject to offset pursuant to Section 8.2(b) hereof,  Purchaser shall pay to
Seller up to One Million Dollars  ($1,000,000) in cash, payable by check or wire
transfer  (the  "Earnout"),  if, and only if,  Earnout  Revenues for the Earnout
Period shall meet certain targets as follows:

(i) If Earnout  Revenues  for the  Earnout  Period are equal to or greater  than
Three  Million  Dollars  ($3,000,000),  then one hundred  percent  (100%) of the
Earnout shall be earned;

<PAGE>

(ii) If Earnout  Revenues for the Earnout Period are less than One Million Seven
Hundred Thousand Dollars  ($1,700,000),  then no portion of the Earnout shall be
earned; and

(iii) If Earnout Revenues are between One Million Seven Hundred Thousand Dollars
($1,700,000)  and Three Million Dollars  ($3,000,000),  then the Earnout will be
equal to the  product of (x) Earnout  Revenues  times (y)  thirty-three  percent
(33.0%). For example, if Earnout Revenues are Two Million Dollars  ($2,000,000),
then the Earnout shall be Six Hundred and Sixty Thousand Dollars ($660,000), and
if Earnout Revenues are One Million Six Hundred  Thousand Dollars  ($1,600,000),
then no Earnout shall be earned.

(b) "Earnout Period" shall mean the eighteen  (18)-month  period commencing upon
the earlier to occur of (i)  establishment of  technological  feasibility of the
Splash Site Software  ("Splash  Site") defined as completion of final beta prior
to  acceptance  for  commercial  shipment or (ii) April 30,  1999,  whichever is
sooner.

(c) "Earnout  Revenues" shall mean Purchaser's gross revenues during the Earnout
Period,  plus any revenue paid before the Earnout Period as pre-payments or fees
for  initiation of  development,  and  subtracting  from that sum actual returns
and/or accounts actually written off, and derived from the following:

(i) With  respect to any new  license  of Splash  Site on a  stand-alone  basis,
Earnout  Revenues shall be all royalty,  license and services,  and  integration
fees associated therewith;

(ii) With  respect to any  add-on  license of Splash  Site to  existing  Netopia
Virtual Office ("NVO") hosting  partners,  either (a) Earnout  Revenues shall be
the add-on royalty and/or license fees associated  therewith or (b) in the event
Splash Site is added with no incremental  licensing fee,  Earnout Revenues shall
be attributed 50-50;

(iii) With respect to any license of NVO and Splash Site to new hosting partners
on an integrated basis, Earnout Revenues shall be attributed 50-50;

(iv) With respect to any addition of Splash Site to  Netopia's  existing  Hosted
Services,  Earnout  Revenues  shall be based upon the  incremental  monthly fees
attributed to Splash Site (e.g.  current  $20/month  services  include only form
based  editing.  Current  plans  call for  Java-based  editing  to be  priced at
$25-30/month, yielding $5-$10/month revenue attribution for Splash Site). In the
event competitive requirements cause Java-based editing to be added to $20/month
services  with no  incremental  charge,  then Earnout  Revenues  shall be twenty
percent (20%) of revenues from such Hosted Services; and

(v) With  respect  to any new NVO Hosted  Services  with  integrated  Java-based
Splash Site editing, Earnout Revenues shall be attributed 50-50.

<PAGE>

(d) Netopia's  Chief  Financial  Officer shall prepare and deliver to Seller and
the Members a report  detailing the Earnout  Revenues for the Earnout Period not
later than ninety  (90) days after the  expiration  of the  Earnout  Period (the
"Earnout  Determination")  or the date on which Earnout Revenues equal or exceed
Three Million Dollars ($3,000,000),  whichever is sooner. The report will detail
gross  revenues less any actual returns and accounts  actually  written off, and
any  returns  or  write-offs  after that  period  shall not reduce the amount of
Earnout  Revenue.  Seller  and its  Members  shall  have the  right  to  inspect
Netopia's  books and records or other  supporting  documentation  to confirm the
report of  Earnout  Revenues.  If Seller or its  Members  do not agree  that the
Earnout  Determination  correctly  states the  Earnout  Revenue  for the Earnout
Period,  Seller and the Members  shall  promptly (but not later than thirty (30)
days after the later of the delivery of the Earnout Determination or the receipt
by Seller and the Members of all supporting  documentation  reasonably requested
by Seller and the Members to confirm the Purchaser's report of Earnout Revenues)
give written notice to Netopia of any exceptions  thereto (in reasonable  detail
describing the nature of the disagreement  asserted).  If Seller and the Members
and Netopia reconcile their  differences,  such Earnout  Determination  shall be
adjusted accordingly and shall thereupon become final and conclusive upon all of
the parties hereto and  enforceable in a court of law. If Seller and the Members
and Netopia are unable to reconcile their differences the items in dispute shall
be submitted to an outside independent  accounting firm reasonably acceptable to
Seller,  the  Members  and  Netopia  (the  "Independent   Auditors")  for  final
determination,  and such  Earnout  Determination  shall be  deemed  adjusted  in
accordance with the  determination of the Independent  Auditors and shall become
binding,  final and conclusive upon all of the parties hereto and enforceable in
a court of law.  The  Independent  Auditors  shall  consider  only the  items in
dispute  and  shall  be  instructed  to act  within  twenty  (20)  days of their
appointment (or such longer period as Seller, the Members and Netopia may agree)
to resolve all items in dispute. If Seller and the Members do not give notice of
any  exception   within  thirty  (30)  days  after   delivery  of  such  Earnout
Determination  or if Seller and the  Members in their  discretion  give  written
notification of their acceptance of an Earnout Determination prior to the end of
such thirty (30) day period,  such Earnout  Determination shall thereupon become
binding,  final and conclusive  upon all the parties hereto and enforceable in a
court of law. The fees and expenses of the  Independent  Auditors shall be borne
equally by Netopia and  Purchaser  on the one hand and Seller and the Members on
the other hand.

                                    ARTICLE 4
                                     CLOSING

4.1 Closing. The transactions  contemplated by this Agreement shall be effective
as of December  16, 1998 (the  "Closing").  The Closing  shall take place at the
offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,  LLP, Menlo
Park, California, or at such other place or date as may be agreed upon from time
to time in writing by the parties.

4.2 Deliveries by Seller and the Members. At the Closing, Seller and the Members
shall deliver to Purchaser, all duly and properly executed, the following:

<PAGE>

(a) A good and  sufficient  Bill of Sale,  which shall be in form and  substance
reasonably  satisfactory to Purchaser,  selling,  delivering,  transferring  and
assigning to Purchaser  all right,  title and interest to the Assets (other than
the Contracts),  free and clear of all mortgages,  pledges, liens, encumbrances,
security  interests,  equities,  charges,  clouds and restrictions of any nature
whatsoever,  except  for (i)  liens  for  taxes  not yet due and  payable;  (ii)
statutory  liens that were created in the ordinary course of business and secure
obligations which are not past due; (iii)  restrictions or rights required to be
granted  to  governmental  authorities  or  otherwise  imposed  by  governmental
authorities  under applicable law; or (iv) liens and  encumbrances  disclosed in
the Disclosure Letter (as defined in Section 5.2) (the "Permitted Liens");

(b) Good and sufficient assignments of the Contracts, which shall be in form and
substance  reasonably  satisfactory  to Purchaser and shall include,  subject to
Section 1.3 hereof,  the written  consents of all parties  necessary in order to
transfer all of Seller's rights thereunder to Purchaser.

(c) An  opinion of Dow Lohnes &  Albertson,  counsel to Seller and the  Members,
dated the Closing,  in substantially  the form attached hereto as Exhibit 4.2(c)
(the "Seller's Counsel Opinion").

(d) Executed copies of the Related Agreements to which each is a party.

4.3 Deliveries by Netopia and Purchaser.  At the Closing,  Purchaser and Netopia
shall  deliver,  or  cause  to be  delivered  to  Seller  and  the  Members,  as
applicable, all duly and properly executed, the following:

(a) The portion of the Purchase Price set forth in Section 3.2(a) in the form of
executed  assumption  agreements or conclusive  evidence of  satisfaction of the
assumed liabilities, Section 3.2(b) and Section 3.2(c).

(b) An opinion of Gunderson Dettmer, counsel to Purchaser, dated the Closing, in
substantially  the form  attached  hereto as Exhibit  4.3(b)  (the  "Purchaser's
Counsel Opinion").

(c) Executed copies of the Related Agreements to which it is a party.

4.4 Further Assurances.  At or after the Closing, each party shall each prepare,
execute and  deliver,  at such party's  expense,  such  further  instruments  of
conveyance,  sale,  assignment or transfer,  and shall take or cause to be taken
such other or further action, as any party shall reasonably request of any other
party at any time or from time to time in order to perfect,  confirm or evidence
in  Purchaser  title to all or any part of the Assets or to  consummate,  in any
other manner, the terms and provisions of this Agreement.

                                   ARTICLE 5
                         REPRESENTATIONS AND WARRANTIES

<PAGE>

5.1 Representations and Warranties of Netopia and Purchaser. Each of Netopia and
Purchaser hereby represents and warrants jointly and severally to Seller that:

(a)  Organization.  It is a corporation duly organized,  validly existing and in
good standing under the laws of the State of Delaware.

(b) Authorization.  It has full corporate power and authority to enter into this
Agreement  and the  Related  Agreements  to which it is a party,  to perform its
obligations   hereunder  and  thereunder  and  to  consummate  the  transactions
contemplated hereby and thereby,  including,  without limitation,  the execution
and  delivery  of this  Agreement  and the Related  Agreements  to which it is a
party. It has taken all necessary and appropriate  corporate action with respect
to the execution and delivery of this Agreement and the Related  Agreements,  to
which it is a party,  and this  Agreement and each of the Related  Agreements to
which it is a party (to the extent to which it is a party)  constitute valid and
binding  obligations  of it  enforceable  against  it in  accordance  with their
respective  terms,  except as  limited  by  applicable  bankruptcy,  insolvency,
moratorium,  reorganization  or  other  laws  affecting  creditors'  rights  and
remedies generally.

(c) Exchange  Act Filings.  Netopia has timely filed all filings with the United
States  Securities and Exchange  Commission (the "SEC") under the Securities Act
or under  Section  13(a) or 15(d) of the  Securities  Exchange  Act of 1934,  as
amended (the "Exchange Act") or under the rules and  regulations  promulgated by
the SEC (any such  filing,  an "SEC  Filing")  required  to be filed by  Netopia
pursuant  to such acts and no SEC  Filing  contained,  on the date on which such
document  was filed with the SEC,  any untrue  statement  of a material  fact or
omitted to state any material fact required to be stated therein or necessary in
order to make the statements, in the light of the circumstances under which they
were made, not misleading.  The financial  statements of Netopia included in SEC
Filings (including any similar documents filed after the date of this Agreement)
comply  as  to  form  in  all  material  respects  with  applicable   accounting
requirements  and the published  rules and  regulations  of the SEC with respect
thereto,  have been prepared in accordance  with generally  accepted  accounting
principles  (except, in the case of unaudited  statements,  as permitted by Form
10-Q of the SEC)  applied on a  consistent  basis  during the  periods  involved
(except  as may be  indicated  in the notes  thereto),  and fairly  present  the
consolidated financial position of Netopia and its consolidated  subsidiaries as
of the dates thereof and the  consolidated  results of their operations and cash
flows for the periods then ended (subject,  in the case of unaudited statements,
to normal year-end audit adjustments).

(d)  Litigation.  Except  as set  forth in the  statements,  reports  and  other
documents  filed or  required  to be filed by Netopia  with the  Securities  and
Exchange  Commission,   there  is  no  private  or  governmental  action,  suit,
proceeding, claim, arbitration or investigation pending before any agency, court
or tribunal, foreign or domestic, or, to the knowledge of Purchaser,  threatened
against  Purchaser  or any  of its  subsidiaries  or  any  of  their  respective
properties or any of their respective officers or directors (in their capacities
as such) that, individually or in the aggregate, could reasonably be expected to
have a  material  adverse  effect  on the  business  of  Purchaser.  There is no
judgment,  decree or order against  Purchaser or any of its  subsidiaries or, to
the knowledge of Purchaser or any of its  subsidiaries,  any of their respective
directors or officers (in their capacities as such) that could prevent,  enjoin,
or  materially  alter  or delay  any of the  transactions  contemplated  by this
Agreement or the Related Agreements.

<PAGE>

(e) Shares Validly Issued.  Netopia represents that the Shares when issued, sold
and  delivered  in  accordance   with  the  terms  of  this  Agreement  for  the
consideration  expressed herein, will be duly and validly issued, fully paid and
nonassessable   and  will  be  free  of  restrictions  on  transfer  other  than
restrictions  on transfer  under this Agreement and under  applicable  state and
federal securities laws.

(f) Form 8-K. Since the date of Netopia's most recent  quarterly  report on Form
10-Q or most recent  periodic  report on Form 8-K filed with the SEC,  there has
not been any development that has not otherwise been publicly  disclosed that is
reasonably  likely to result in any  material  adverse  change in the  financial
condition or results of operations of Netopia.

(g) No Conflict or Default. Neither the execution and delivery of this Agreement
nor the Related  Agreements by Purchaser or Netopia,  nor  compliance by each of
Purchaser and Netopia with the terms and provisions hereof or thereof, including
without limitation, the consummation of the transactions contemplated hereby and
thereby, will violate any statute,  regulation, or ordinance of any governmental
authority,  or conflict with or result in the breach of any term, condition,  or
provision of the charter  documents of Purchaser or Netopia or of any agreement,
deed, contract,  mortgage,  indenture, writ, order, decree, legal obligation, or
instrument  to which  Purchaser  or Netopia is a party or by which  Purchaser or
Netopia may be bound, or constitute a default (or an event which, with the lapse
of  time  or the  giving  of  notice,  or  both,  would  constitute  a  default)
thereunder.

5.2  Representations  and  Warranties  of  Seller  and the  Members.  Except  as
otherwise  set forth in the  disclosure  letter  dated as of the date hereof and
delivered  by  Seller  and  the  Members  to  Purchaser  and  its  counsel  (the
"Disclosure Letter") or as set forth in the Schedules to this Agreement,  Seller
and the Members hereby jointly and severally  represent and warrant to Purchaser
that:

(a) Organization, Good Standing and Qualification of Seller. Seller is a limited
liability  company duly  organized  and validly  existing  under the laws of the
State of Utah and has all limited liability company power and authority to carry
on its business as now conducted.  Seller is qualified to transact  business and
in good  standing in each  jurisdiction  where  failure to qualify  would have a
material adverse effect on the Business or the Assets.

<PAGE>

(b) Authorization of Seller. Seller has full limited liability company power and
authority to enter into this Agreement and those Related  Agreements to which it
is a  party,  to  perform  its  obligations  hereunder  and  thereunder,  and to
consummate the transactions contemplated hereby and thereby, including,  without
limitation,  the execution and delivery of this Agreement,  general conveyances,
bills of sale,  assignments and other  documents and instruments  evidencing the
conveyance of the Assets or delivered in accordance  with Section 4.2 or Article
7 hereunder (the "Closing  Documents") and the Related Agreements to which it is
a party.  Seller has taken all necessary  and  appropriate  company  action with
respect to the execution and delivery of this Agreement,  the Closing Documents,
and the Related  Agreements to which it is a party. This Agreement,  the Closing
Documents  and the Related  Agreements to which Seller is a party (to the extent
to which it is a party)  constitute  valid  and  binding  obligations  of Seller
enforceable  against it in accordance  with their  respective  terms,  except as
limited by applicable  bankruptcy,  insolvency,  moratorium,  reorganization  or
other laws affecting creditors' rights and remedies generally.

(c)  Authorization  of the  Members.  Each of the  Members  has full  power  and
authority to enter into this Agreement and those Related  Agreements to which he
or she or it is a party, to perform his or her or its obligations  hereunder and
thereunder,  and to consummate the transactions contemplated hereby and thereby.
The Members have taken all necessary and appropriate  Member action with respect
to the execution and delivery of this Agreement,  the Closing Documents, and the
Related  Agreements  to which he or she or it is a party.  This  Agreement,  the
Closing  Documents and the Related  Agreements (to the extent to which he or she
or it is a party)  constitute  valid  and  binding  obligations  of each  Member
enforceable  against him or her or it in accordance with their respective terms,
except  as   limited   by   applicable   bankruptcy,   insolvency,   moratorium,
reorganization,   or  other  laws  affecting   creditors'  rights  and  remedies
generally.

(d)  Capital  Structure.  The  membership  interests  of  Serus  are held by the
individuals and entities in the percentages set forth on Schedule 5.2(d).  These
interests  constitute  all of the  membership  interests of Serus.  There are no
outstanding  subscriptions,  options, warrants, calls, conversion rights, rights
of exchange, or other rights, plans,  agreements or commitments of any character
whatsoever  (including,  without  limitation,  conversion or preemptive  rights)
providing for the purchase, issuance or sale of any membership interest of Serus
or any securities  convertible into or exchangeable for any membership  interest
of  Serus.  There  are no  obligations,  contingent  or  otherwise,  of Serus to
repurchase, redeem or otherwise acquire any membership interest of Serus.

(e) Assets and Bulk Sales Laws.  There are no "bulk  sales" laws in the State of
Utah that impose any obligation on Purchaser  regarding the sale and transfer of
the Assets contemplated hereunder.

(f)      Title to Assets.

(i) Seller has good and  marketable  title to the Assets,  free and clear of all
mortgages, pledges, liens, encumbrances,  security interests,  equities, charges
and restrictions of any nature whatsoever, except for Permitted Liens.

(ii) By virtue of the deliveries made at the Closing, Purchaser will obtain good
and  marketable  title to the  Assets,  free and clear of all liens,  mortgages,
pledges,  encumbrances,  security interests, charges, equities, and restrictions
of any  nature  whatsoever,  other  than those  described  in Section  5.2(f)(i)
hereof.

<PAGE>

(g) Financial Information. Seller has delivered to Purchaser unaudited financial
statements (Balance Sheet,  Profit and Loss Statement,  Statement of Cash Flows,
and Statement of Members Equity) for Seller for the period April 1, 1998 through
November 30, 1998 (collectively, the "Financial Statements"), a copy of which is
attached  hereto as Schedule  5.2(g).  The Financial  Statements  present fairly
Seller's  financial  condition and the results of its operations.  Except as set
forth  in  the  Financial  Statements,   there  are  no  debts,  liabilities  or
obligations  of  Seller  to  which  the  Assets  or the  Business  are  subject,
contingent or otherwise  (whether or not such debts,  liabilities or obligations
would  be  required  to  be  described  or  included  under  generally  accepted
accounting  principles),  other than liabilities incurred in the ordinary course
of business subsequent to November 30, 1998.

(h) Absence of Certain Changes and Events.  Except as contemplated herein, since
November 30, 1998, there has not been:

(i)  Any  material  adverse  change  in  the  financial  condition,   assets  or
liabilities,  or, to the  knowledge  of Seller and the Members  any  occurrence,
circumstance,  or  combination  thereof  which  reasonably  could be expected to
result in any such material adverse change;

(ii) Any material  transaction  relating to or involving  the Business or Seller
(other than the  transactions  contemplated  herein)  which was entered  into or
carried out by Seller other than in the ordinary and usual course of business;

(iii) Any mortgage, pledge, lien, security interest,  hypothecation,  charge, or
other encumbrance  imposed or agreed to be imposed on or with respect to Seller,
the Business or the Assets;

(iv) Any sale,  lease,  or  disposition  of, or any agreement to sell,  lease or
dispose of any of the Assets,  other than sales,  leases, or dispositions in the
usual and ordinary course of business and consistent with prior practice;

(v) Any  agreement  to do any of the  foregoing  or any other  change,  event or
condition  (whether or not covered by insurance)  that has resulted in, or might
reasonably be expected to result in, a material adverse effect, on the financial
condition or assets or liabilities of Seller.

<PAGE>

(i) Taxes.  Seller has  completed and duly and timely filed in correct form with
the appropriate tax authorities all tax returns and reports required to be filed
on or prior to the date  hereof.  All of such tax  returns  that have been filed
were  accurate  and  complete  as filed.  Sellers  have paid in full all  taxes,
assessments or deficiencies  shown to be due on those tax returns that have been
filed,  claimed to be due by any taxing  authority  or  otherwise  due or owing.
Seller has made all withholdings of tax required to be made under all applicable
tax laws and regulations; and such withholdings have been or will be paid to the
respective  governmental  agencies  when due and to the  extent not yet due have
been set aside in  accounts  for  purposes of such  payment.  The Assets are not
subject to any liens for taxes,  except  liens for current ad valorem  taxes not
yet due, and neither Purchaser nor any affiliate thereof will become directly or
indirectly liable for, and no lien, claim or encumbrance will be placed upon the
Assets with respect to, (A) any taxes  attributable  to the  ownership or use of
the  Assets  with  respect  to periods  prior to and  including  the date of the
Closing  (other than ad valorem taxes not yet due and payable as of the Closing)
or (B) any other taxes  (regardless of whether  attributable to periods prior to
and including the date of the Closing)  imposed upon Seller or  attributable  to
the actions or activities of Seller.

(j)  Compliance  With Law.  The use of the  Assets and  Seller's  conduct of the
Business  is and has been in  compliance,  in all  material  respects,  with all
applicable laws,  statutes,  ordinances,  rules regulations,  decrees and orders
(each and all of the foregoing  being herein  referred to as "Laws"),  including
Laws respecting employment, employment practices, labor and safety.

(k)  Proprietary  Rights.  Seller is the sole and exclusive  owner of all Seller
Intellectual  Property  (defined below) free of all contingent and noncontingent
liens,  restrictions,  interests,  rights of reversion or  termination,  and all
other  encumbrances of any nature. The conduct of Seller's business as currently
conducted or as proposed to be conducted  will not infringe,  misappropriate  or
violate  any  Intellectual  Property  (defined  below)  of  others.  All  Seller
Intellectual  Property that is the subject of any  application,  registration or
issuance with or from any governmental  entity is identified on Schedule 5.2(k);
all such registered or issued Intellectual  Property is valid and subsisting and
is free from any  challenge  (or threat  thereof) and Seller is not aware of any
specific basis therefor. All such applications, registrations and issuances have
been properly maintained. Seller has reasonably endeavored to adequately protect
all  other  Seller  Intellectual  Property  through  the use of  confidentiality
agreements  and  otherwise  and  Seller  is not  aware of any use,  exercise  or
exploitation  of any  Seller  Intellectual  Property,  except as  authorized  by
Seller.  Each current and former  employee and contractor of Seller has executed
and delivered (and to Seller's knowledge,  is in compliance with) an enforceable
agreement in substantially the form of Seller's standard Proprietary Information
and  Inventions  Agreement  (in the case of an  employee)  or Seller's  standard
Consulting  Agreement (in the case of a contractor)  (which  agreement  provides
valid  written  assignments  of all title and rights to any Seller  Intellectual
Property  conceived or developed  thereunder or otherwise in connection with his
or her consulting or employment.  "Intellectual  Property"  means patent rights;
trade  name,  trademark,  service  mark  and  similar  rights  ("Mark"  rights);
copyrights;  mask work rights; sui generis database rights; trade secret rights;
moral rights;  software;  source code; and all other intellectual and industrial
property  rights  of any  sort  throughout  the  world,  and  all  applications,
registrations, issuances and the like with respect thereto. "Seller Intellectual
Property" also means all Intellectual Property that has been, is, or is proposed
to be owned by Seller, or used, exercised,  or exploited, or otherwise necessary
for the Assets.

(l) Contracts and  Commitments.  Except as set forth in the  Disclosure  Letter,
there are no agreements or contracts, whether or not in writing, to which Seller
is a party which may:

<PAGE>

(i)  involve obligations of, or payments by (contingent or otherwise), Seller in
excess of $25,000;

(ii)  contain   provisions   restricting   and/or   affecting  the  development,
distribution, marketing or sales of the Assets;

(iii) involve any joint venture or  partnership  contract or  arrangement or any
other  agreement  which has  involved  or is  expected  to  involve a sharing of
profits with other persons;

(iv) involve any agreement  containing covenants purporting to limit the freedom
of Seller to compete in any line of business or  geographic  area or involve the
distribution of Seller's or the Business' products or services;

(v)   involve any agreement of indemnification regarding Seller or the Business;

(vi)  establish any powers of attorney regarding Seller or the Business;

(vii) obligate Seller for the repayment of borrowed money;

(viii) involve any license,  sublicense or other  agreement to which Seller is a
party (or by which it or any Seller  Intellectual  Property is bound or subject)
and pursuant to which any person has been or may be assigned, authorized to Use,
or given access to any Seller Intellectual Property;

(ix) involve any license, sublicense or other agreement pursuant to which Seller
has been or may be assigned or  authorized  to use, or has or may  incurred  any
obligation in connection with, (A) any third party Intellectual  Property or (B)
any Seller Intellectual Property; or

(x) involve any other  agreement,  contract,  or commitment which is material to
the Assets.  Each such contract is valid and binding on all parties  thereto and
in full force and effect.  Neither  Seller nor any of the Members have  received
any notice of default,  cancellation, or termination in connection with any such
contract.

(m)  Litigation.  Neither  Seller nor any of Seller's  officers or  directors is
engaged  in,  or has  received  any  threat  of,  any  litigation,  arbitration,
investigation,  or other  proceeding,  at law or in equity,  before any federal,
state,  local or foreign  court,  or regulatory  agency,  or other  governmental
authority,   involving  Seller,  the  Business,  the  Assets,  or  employees  or
consultants of Seller; or against or affecting the transactions  contemplated by
the Agreement and the Related Agreements.  There is no action, suit, proceeding,
or  investigation  pending  or to  the  knowledge  of  Seller  and  the  Members
threatened  against Seller or Seller's  officers or directors that questions the
validity of this Agreement,  the Related Agreements to which it is or they are a
party,  or the right of  Seller,  to enter  into  this  Agreement,  the  Related
Agreements,  to consummate the transactions  contemplated  hereby or thereby, or
which might result in any material adverse change in Seller,  the Business,  the
Assets or the results of operations,  prospects,  or financial  condition of the
Business or Seller.  There is no action, suit,  proceeding,  or investigation by
Seller  currently  pending or which it currently  intends to  initiate.  None of
Seller nor  Seller's  officers or directors  is bound by any  judgment,  decree,
injunction,  ruling,  or  order  of  any  court,  governmental,   regulatory  or
administrative department, commission, agency or instrumentality, arbitrator, or
any  other  person  which has or could  have a  material  adverse  effect on the
Business,  the Assets,  or the results of  operations,  prospects,  or financial
condition of the Business or Seller.

<PAGE>

(n) No Conflict or Default. Neither the execution and delivery of this Agreement
nor the Related  Agreements by Seller or the Members,  nor compliance by each of
Seller and each of the Members with the terms and provisions  hereof or thereof,
including without limitation,  the consummation of the transactions contemplated
hereby and thereby,  will violate any statute,  regulation,  or ordinance of any
governmental  authority,  or conflict  with or result in the breach of any term,
condition,  or provision of the charter documents of Seller or of any agreement,
deed, contract,  mortgage,  indenture, writ, order, decree, legal obligation, or
instrument  to which  Seller or any of the  Members is a party or by which it or
her or she or any of the Assets are or may be bound, or constitute a default (or
an event which,  with the lapse of time or the giving of notice,  or both, would
constitute a default) thereunder.

(o) Third-Party  Consents.  No consent,  approval, or authorization of any third
party on the part of Seller is required in connection  with the  consummation of
the transactions contemplated hereunder.

(p)      Employees and Employee Benefit Plans.

(i) The Disclosure  Letter sets forth a full and complete list of all directors,
officers,  employees,  and consultants of Seller and the Business (collectively,
"Service  Providers")  who rendered  services to Seller.  Such list includes the
names,  job  title,  and the  total  amount  of base  salary,  whether  fixed or
commission or a combination thereof,  and bonus for each Service Provider.  None
of the Service Providers is subject to any contracts, written or unwritten, that
specify a particular  employment  or service term,  or limit  Seller's  right to
terminate the employment or service  relationship of such Service  Provider with
Seller.  Seller  does not have any  contractual  obligation  (A) to provide  any
particular form or period of notice prior to  termination,  or (B) to pay any of
such  Service  Providers  any  severance   benefits  in  connection  with  their
termination of employment or service. In addition,  no severance pay will become
due to any Service Providers in connection with the transactions contemplated by
this Agreement, as a result of any Seller agreement,  plan, or program.  Neither
the execution and delivery of this Agreement by Seller nor the  consummation  of
the transactions  contemplated by this Agreement will result in the acceleration
or creation of any rights of any Service Provider to benefits under any employee
plan  (including,  without  limitation,  the  acceleration  of  the  vesting  or
exercisability of any options or equity  interests).  Following the consummation
of the transactions contemplated by this Agreement,  Purchaser will not have any
obligations  towards any Service  Provider,  nor any former  director,  officer,
employee,  or consultant of the Business,  or of Seller,  other than pursuant to
agreements  directly  entered into by Purchaser  with such  persons.  Except for
employment  with  Netopia,  neither  Seller nor the  Members  are aware that any
Employee, or that any group of Employees,  intends to terminate their employment
with  Seller,  nor  does  Seller  have a  present  intention  to  terminate  the
employment of any of the foregoing.

<PAGE>

(ii) Seller has not failed to comply in any respect  with Title VII of the Civil
Rights Act of 1964, as amended,  the Fair Labor  Standards Act, as amended,  the
Occupational Safety and Health Act of 1970, as amended,  the Safe Drinking Water
and Toxic Enforcement Act of 1986, as amended,  all applicable  federal,  state,
and  local  laws,  rules,  and  regulations  relating  to  employment,  and  all
applicable laws,  rules, and regulations  governing payment of minimum wages and
overtime rates,  and the  withholding and payment of taxes from  compensation of
employees.

(iii)  Seller is not a party to any plan defined in Section 3(1) of the Employee
Retirement  Income  Security  Act of 1974,  as  amended  ("ERISA")  including  a
pension,  profit  sharing,  savings,  or  retirement  plan;  any plan defined in
Section 3(2) of ERISA,  including a cafeteria  or group  health  plan;  or other
deferred  compensation  plan, or any bonus (whether payable in cash or stock) or
incentive  program;  or any stock,  stock  purchase,  option,  or similar  plan;
director  or employee  loan or fringe  benefit  program;  or  severance  plan or
arrangement;  or any  other  plan  that  provides  any  benefits  to  employees,
including  but not limited to any plan defined in Section 3(3) of ERISA.  If any
such plans exist, Seller has furnished to Purchaser and its counsel complete and
accurate  copies of such plans,  summaries,  summary plan  descriptions,  annual
reports  such as Form 5500s.  Seller has prepared in good faith and timely filed
all requisite  governmental  reports  including  Form 5500s and a  determination
letter with the IRS to the extent applicable and has properly and timely posted,
or  distributed  all  notices  and  reports to  employees  required to be filed,
posted,  or  distributed  with respect to each of such plans.  The terms of each
such plans  comply with all  applicable  laws,  including  ERISA,  the  Internal
Revenue Code of 1986,  as amended (the "Code") and the Family  Medical Leave Act
(FMLA) and the plans at all times have been  operated  and  administered  in all
material respects in accordance with its terms and all applicable laws currently
in effect, including ERISA, the Code and FMLA.

(iv)  Seller has not  violated  any of the  health  care  continuation  coverage
requirements  of the  Consolidated  Omnibus  Budget  Reconciliation  Act of 1985
("COBRA") applicable to its employees prior to the Closing.

(v) There  are no  pending  claims  by or on  behalf  of any  ERISA  Plan by any
Employee or beneficiary  covered under any such plan or otherwise  involving any
such plan (other than routine claims for benefits).

(vi) All contributions, premiums or other payments due from Seller to (or under)
any Plan  have  been  fully  paid or  adequately  provided  for on the books and
financial  statements of Seller.  All accruals  (including,  where  appropriate,
proportional  accruals for partial  periods) have been made in  accordance  with
prior practices.

<PAGE>

(q) Interested Party Relationships.  Neither Seller, nor any officer or director
of Seller (nor any family member of such officer or director of Seller,  nor any
corporation, partnership, or other entity that, directly or indirectly, alone or
together with others,  controls,  is controlled by, or is in common control with
Seller, any officer or director of Seller, or any such family member),  have any
financial  interest,  direct or  indirect,  in any supplier or customer of or to
Seller or other party to any contract with Seller.

(r) Indebtedness.  The Disclosure Letter sets forth a list of all agreements and
other instruments under which Seller is indebted for borrowed money.  Seller has
furnished Purchaser with true and correct copies of each such agreement or other
instrument  under  or  pursuant  to which it has  outstanding  indebtedness  for
borrowed  money.  Seller is not in default under any of such agreements or other
instruments,  nor are Seller or the Members  aware of any event  that,  with the
passage  of time,  or  notice,  or both,  would  result  in an event of  default
thereunder.
No employee or consultant of Seller or the Business is indebted to Seller.

(s) Books and Records.  The books and records of Seller to which  Purchaser  has
been  given  access  are the true  books and  records  of  Seller  and truly and
accurately  reflect  the  underlying  facts  and  transactions  in all  material
respects.

(t)  Complete  Disclosure.  No  representation  or  warranty  by  Seller in this
Agreement, and no exhibit, schedule,  statement,  certificate,  or other writing
furnished to Purchaser or its advisors pursuant to this Agreement or the Related
Agreements  to  which  it is a party  or in  connection  with  the  transactions
contemplated  hereby and thereby,  contains  any untrue  statement of a material
fact or  omits  to  state a  material  fact  necessary  to make  the  statements
contained herein and therein not misleading.

5.3 Additional  Representations and Warranties of Seller and the Members. Seller
and the Members hereby jointly and severally  represent and warrant to Purchaser
that:

(a)  Investment  Intent.  The Shares are being acquired for Seller's own account
for investment purposes only, and not as a nominee or agent, and not with a view
to the  resale  or  distribution  of all or any part of the  Shares.  Seller  is
prepared  to hold  the  Shares  for an  indefinite  period  and  has no  present
intention of selling,  granting any participation in, or otherwise  distributing
any of the Shares. Seller does not have any contract, undertaking,  agreement or
arrangement with any person to sell, transfer or grant a participating  interest
in, any of the Shares.  Seller has no present  plan or  intention to engage in a
sale, exchange, transfer, distribution,  redemption, reduction in any way of its
risk of ownership by short sale or otherwise, or other disposition,  directly or
indirectly, of the Shares.

(b)  Information.  Seller has been  furnished  with, and has had access to, such
information  as he considers  necessary or appropriate  for deciding  whether to
invest in the Shares,  and Seller has had an  opportunity  to ask  questions and
receive  answers from Netopia and its  representatives  regarding  the terms and
conditions of the issuance of the Shares.

(c) Accredited  Investor Status.  Seller is an "accredited  investor" within the
meaning of the United States  Securities  and Exchange  Commission  ("SEC") Rule
501(a) of Regulation D, as presently in effect.

(d)  Knowledge  and  Experience.  Seller  is  able  to fend  for  itself  in the
transactions  contemplated  by this  Agreement,  can bear the  economic  risk of
investment in the Shares and has such  knowledge and  experience in financial or
business  matters  to be  capable  of  evaluating  the  merits  and risks of the
investment in the Shares.

<PAGE>

                                    ARTICLE 6
                              ADDITIONAL AGREEMENTS

6.1  Restricted  Securities.  The  Shares  have not been  registered  under  the
Securities Act of 1933 as amended (the "1933 Act"),  on the ground that the sale
provided for in this Agreement is exempt from the  requirements  of the 1933 Act
and   Purchaser's   reliance  on  such  exemptions  is  predicated  on  Seller's
representations  herein.  Seller  hereby  confirms that Seller has been informed
that the  Shares  are  restricted  securities  under the 1933 Act and may not be
resold or transferred  unless the Shares are first  registered under the federal
securities  laws or unless an exemption  from such  registration  is  available.
Accordingly,  Seller  hereby  acknowledges  that  Seller is prepared to hold the
Shares for an indefinite period and that Seller is aware that SEC Rule 144 under
the 1933 Act, which exempts certain resales of unrestricted  securities,  is not
presently  available  to exempt the resale of the Shares  from the  registration
requirements of the 1933 Act.

6.2 Restrictions on Disposition of Shares.  Seller shall make no distribution or
other  disposition of the Shares except pursuant to the exercise of registration
rights under the Registration  Rights Agreement for twelve (12) months after the
Closing and Seller or the Members shall take no action which would result in the
termination,  dissolution  or winding up of Seller  during such  period.  Seller
shall make no distribution  or other  disposition of the Shares unless and until
there is compliance  with all  requirements of this Agreement and any applicable
laws.  Netopia  shall not be  required  (i) to  transfer on its books any Shares
which have been sold or  transferred  in  violation  of the  provisions  of this
Agreement or (ii) to treat as the owner of the Shares any transferee to whom the
Shares have been transferred in contravention of this Agreement.

<PAGE>

6.3  Restrictive  Legends.  The stock  certificates  for  the  Shares  shall  be
endorsed with one or more of the following  restrictive legends:

(a) "The  securities  represented  hereby have not been  registered or qualified
under the  Securities  Act of 1933, as amended,  or the  securities  laws of any
state, and may be offered and sold only if registered and qualified  pursuant to
the relevant  provisions of federal and state securities laws or if an exemption
from such registration or qualification is available."

(b) Any other legend that may be required by applicable state law.

6.4  Post-Closing  Access to  Information.  With respect to the originals of the
books and  records  of Seller  relating  to the  Business  prior to the  Closing
provided to Purchaser  pursuant to this Agreement,  Purchaser shall allow Seller
or its  representatives  appropriate  access to such original books and records.
Purchaser agrees that for three (3) years after the Closing such originals shall
not be removed from their principal places of business or destroyed  without the
prior written consent of the Members, which shall not be unreasonably withheld.

6.5 Taxes.  Seller and Members will complete and duly and timely file in correct
form with the appropriate  tax authorities all tax returns and reports  required
to be filed after the date  hereof.  All of such tax returns  that will be filed
will be accurate and complete  when filed.  Seller and Members shall pay in full
when due all taxes  imposed  upon  Seller and Members as a result of the sale of
the Assets,  including without  limitation all state and local sales or transfer
taxes.

6.6  Publicity.  Purchaser  and Seller  agree not to issue any press  release or
public  statement  regarding  this  Agreement or the  transactions  contemplated
hereunder  without  the prior  consent of the other  party,  which  shall not be
unreasonably  withheld.  A mutually agreed upon press release shall be made upon
the execution of the Agreement.

6.7 Allocation of Purchase  Price.  The Purchase Price shall be allocated  among
the Assets in the manner  required by Section 1060 of the Internal  Revenue Code
of 1986,  as amended (the "Code"),  and in accordance  with Schedule 6.7 hereto.
The parties agree that they will prepare and file their federal and any state or
local tax  returns  based on such  allocation  of  Purchase  Price.  The parties
further  agree that they will  prepare  and file any  notices  or other  filings
required  pursuant  to Section  1060 of the Code,  and that any such  notices or
filings will be prepared based on such allocation of the Purchase Price.

<PAGE>

                                   ARTICLE 7
                                   CONDITIONS

7.1  Conditions  to  Obligations  of  Purchaser.  Each and every  obligation  of
Purchaser to be performed at the Closing shall be subject to the satisfaction as
of, or before, the Closing of the following conditions (unless waived in writing
by Purchaser):

(a) Representations and Warranties. The representations and warranties of Seller
and the  Members  set  forth in  Article 5 of this  Agreement  shall be true and
correct.

(b) Consents. Seller shall have obtained and delivered to Purchaser all consents
Purchaser deems necessary or desirable, in Purchaser's sole discretion, in order
to consummate the transactions contemplated herein.

(c)  Performance of Agreement.  All covenants and other  obligations  under this
Agreement that are to be performed or complied with by Seller and the Members at
the Closing shall have been performed and complied with.

(d) Registration Rights Agreement. Seller shall have entered into a registration
rights agreement defining the rights and obligations of the parties with respect
to the Shares in  substantially  the form attached hereto as Exhibit 7.1(d) (the
"Registration Rights Agreement").

(e) Absence of  Governmental  or Other  Objection.  There shall be no pending or
threatened  lawsuit  challenging  the  Acquisition  by any body or agency of the
federal, state, or local government, or by any third party, and the consummation
of the  transaction  shall  not  have  been  enjoined  by a court  of  competent
jurisdiction as of the Closing.

(f)  Approval of  Documentation.  The form and  substance  of all  certificates,
instruments,  opinions,  and other  documents  delivered  or to be  delivered to
Purchaser  under this  Agreement  shall be  satisfactory  to  Purchaser  and its
counsel in all reasonable respects.

(g)   Non-Competition   Agreements.   Purchaser   shall  have   entered  into  a
non-competition  agreement  with each of the Members in  substantially  the form
attached hereto as Exhibit 7.1(g) (the "Non-Competition Agreements").

(h) Employee Confidential Information and Inventions Agreements. Purchaser shall
have entered into a employee  confidential  information and inventions agreement
with each of the individuals  identified on Schedule 7.1(h) in substantially the
form attached hereto as Exhibit 7.1(h) (the "Employee  Confidential  Information
and Inventions Agreements").

<PAGE>

(i) Due  Diligence  Review.  The  Purchaser  shall  have  completed  to its sole
satisfaction its due diligence review of Seller and the Assets, the Business and
its business operations,  financial condition and prospects, and Purchaser shall
have  received  favorable  review from its  advisors of the results of their due
diligence review of the same.

(j) Board Approval. The Board of Directors of Purchaser shall have approved this
Agreement and the Acquisition.

(k) Escrow  Agreement.  Purchaser,  Seller,  the  Members  and Greater Bay Trust
Company,  as escrow agent (the "Escrow Agent") shall have entered into an escrow
agreement  in  substantially  the form  attached  hereto as Exhibit  7.1(k) (the
"Escrow Agreement").

7.2 Conditions to Obligations of Seller.  Each and every obligation of Seller to
be performed at the Closing shall be subject to the satisfaction as of or before
such time of the following conditions (unless waived in writing by Seller):

(a)  Representations  and  Warranties.  The  representations  and  warranties of
Purchaser and Netopia set forth in Article 5 of this  Agreement  shall have been
true and correct.

(b)  Performance of Agreement.  All covenants and other  obligations  under this
Agreement which are to be performed or complied with by Purchaser and Netopia at
or prior to the Closing shall have been fully performed and complied with.

(c)  Registration  Rights  Agreement.   Netopia  shall  have  entered  into  the
Registration Rights Agreement.

(d) Absence of  Governmental  or Other  Objection.  There shall be no pending or
threatened  lawsuit  challenging  the  Acquisition  by any body or agency of the
federal, state, or local government, or by any third party, and the consummation
of the  transaction  shall  not  have  been  enjoined  by a court  of  competent
jurisdiction as of the Closing;

(e)  Approval of  Documentation.  The form and  substance  of all  certificates,
instruments,  opinions,  and other  documents  delivered  or to be  delivered to
Seller under this Agreement  shall be  satisfactory to Seller and its counsel in
all reasonable respects.

(f) Escrow Agreement.  Netopia, Purchaser,  Seller, the Members and Escrow Agent
shall have entered into the Escrow Agreement.

<PAGE>

                                   ARTICLE 8
                                 INDEMNIFICATION

8.1      Survival of Representations, Warranties, and Agreements.

(a) Subject to the terms and conditions of this Article 8, the  representations,
warranties,  covenants,  and  agreements of each party in this  Agreement  shall
survive the execution,  delivery, and performance of this Agreement and shall in
no way be affected by any investigation of the subject matter thereof made by or
on behalf  of the  parties  to this  Agreement.  The  obligations  of  indemnity
provided herein with respect to the representations and warranties of Seller and
the Members set forth in Article 5 shall terminate on June 16, 2000, except with
respect to claims made prior to that date; provided,  however,  that obligations
of indemnity provided herein with respect to the  representations and warranties
set forth in Section 5.2(e) (Assets and Bulk Sales Laws),  Section 5.2(f) (Title
to Assets) and Section 5.2(j) (Compliance With Law) shall survive  indefinitely,
and the obligations of indemnity provided herein with respect to representations
and  warranties  set forth in Section  5.2(i)  (Taxes)  shall  survive until the
expiration  of  the  applicable  statutes  of  limitation.  The  obligations  of
indemnity provided herein with respect to the  representations and warranties of
Purchaser  and Netopia  set forth in Article 5 shall  terminate  June 16,  2000,
except with respect to claims made prior to that date.

(b) As used in this Article,  any reference to a  representation,  warranty,  or
covenant contained in this Agreement shall include any Schedule relating to such
representation, warranty, or covenant.

8.2      Indemnification of Purchaser.

(a) Seller and each of the Members hereby agrees,  severally and not jointly, to
indemnify  and  hold  harmless  Purchaser  and  Netopia  (and,  insofar  as such
indemnification  is sought pursuant to a single proceeding with Purchaser and/or
Netopia,  their respective  officers and directors)  against any and all losses,
liabilities,  damages,  demands, claims, suits, actions,  judgments or causes of
action,  assessments,   costs  and  expenses,   including,  without  limitation,
interest,  penalties,   attorneys'  fees,  any  and  all  expenses  incurred  in
investigating,  preparing,  or defending  against any  litigation,  commenced or
threatened, or any claim whatsoever,  and any and all amounts paid in settlement
of  any  claim  or  litigation  (collectively,  "Purchaser  Damages"),  asserted
against,  resulting  from,  imposed  upon,  or incurred or suffered by Purchaser
and/or  Netopia (or,  insofar as such  indemnification  is sought  pursuant to a
single proceeding with Purchaser and/or Netopia,  their respective  officers and
directors) directly or indirectly:

(i) as a result of or arising from any inaccuracy in or breach or nonfulfillment
of any of the  representations,  warranties,  covenants,  or agreements  made by
Seller or the Members in this Agreement; or

(ii) except as specifically  set forth on Schedule 2.1, without giving effect to
any of the disclosures set forth in this Agreement,  any accompanying  Schedule,
Exhibit,  Certificate or the Disclosure  Letter,  any Purchaser  Damages arising
from the  operation  of the  Business  prior to the  Closing,  or arising out of
Seller's  status as employer of current or former  employees or  consultants  of
Seller,  or as a result of failure to comply with the  requirements of the "bulk
sales"  laws  of any  jurisdiction  applicable  to the  sale  of the  Assets  to
Purchaser.

<PAGE>

All of the claims described in Section 8.2(a)(i) and Section 8.2(a)(ii) shall be
referred to as "Purchaser Indemnifiable Claims." (b) With respect to the payment
of such  Purchaser  Damages  owed by Seller or the Members to  Purchaser  and/or
Netopia  or their  officers  or  directors,  Seller and the  Members  agree that
Purchaser shall be entitled to offset as payment for such Purchaser  Damages all
or any portion of the Earnout.

(c) Purchaser's  rights to indemnity and to offset hereunder are in addition to,
and not in lieu of, any other rights,  claims,  or remedies  that  Purchaser may
have at law or in equity  arising  out of any breach by Seller or the Members of
any representation,  warranty, covenant or agreement set forth in this Agreement
or the Related Agreements.

8.3      Indemnification of Seller and the Members.

(a)  Purchaser and Netopia  jointly and severally  hereby agree to indemnify and
hold harmless  Seller and the Members  against any and all losses,  liabilities,
damages,  demands,  claims,  suits,  actions,  judgments  or causes  of  action,
assessments,  costs  and  expenses,  including,  without  limitation,  interest,
penalties,  attorneys'  fees,  any and all expenses  incurred in  investigating,
preparing, or defending against any litigation,  commenced or threatened, or any
claim  whatsoever,  and any and all amounts paid in  settlement  of any claim or
litigation  (collectively,  the  "Seller  Damages"  or  the  "Member  Damages"),
asserted  against,  resulting  from,  imposed  upon,  or incurred or suffered by
Seller or the Members directly or indirectly, as a result of or arising from any
inaccuracy  in or  breach  or  nonfulfillment  of any  of  the  representations,
warranties,  covenants,  or  agreements  made by  Purchaser  or  Netopia in this
Agreement (all of which shall be referred to as "Member Indemnifiable  Claims").
(Purchaser  Indemnifiable  Claims and Member  Indemnifiable Claims are sometimes
referred  to herein as  "Indemnifiable  Claims;"  Purchaser  Damages  and Member
Damages and Seller Damages are sometimes referred to herein as "Damages.")

(b) Seller's and the Members' rights to indemnity  hereunder are in addition to,
and not in lieu of, any other  rights,  claims,  or remedies  that Seller or the
Members may have at law or in equity  arising out of any breach by  Purchaser or
Netopia of any representation, warranty, covenant or agreement set forth in this
Agreement or the Related Agreements.

8.4      Procedure for Indemnification With Respect to Third-Party Claims.

(a) If Purchaser or Netopia or their respective  officers or directors or Seller
or any of the Members  determines to seek  indemnification  under this Article 8
with respect to Indemnifiable  Claims (the party seeking such indemnification is
hereinafter  referred to as the  "Indemnified  Party" and the party against whom
such  indemnification is sought is hereinafter  referred to as the "Indemnifying
Party")  resulting  from  the  assertion  of  liability  by third  parties,  the
Indemnified  Party shall give written  notice to the  Indemnifying  Party within
thirty  (30)  days  of  the  Indemnified   Party  becoming  aware  of  any  such
Indemnifiable  Claim or of facts upon which any such Indemnifiable Claim will be
based; the notice shall set forth such material information with respect thereto
as is then  reasonably  available  to the  Indemnified  Party.  In case any such
liability is asserted against the Indemnified  Party, and the Indemnified  Party
notifies  the  Indemnifying  Party  thereof,  the  Indemnifying  Party  will  be
entitled,  if it so elects by written notice delivered to the Indemnified  Party
within  twenty (20) days after  receiving the  Indemnified  Party's  notice,  to
assume the defense thereof with counsel  satisfactory to the Indemnified  Party.
Notwithstanding  the foregoing,  (i) the  Indemnified  Party shall also have the
right to employ its own counsel in any such case,  but the fees and  expenses of
such  counsel  shall be at the  expense  of the  Indemnified  Party  unless  the
Indemnified  Party  shall  reasonably  determine  that  there is a  conflict  of
interest between the Indemnified  Party and the Indemnifying  Party with respect
to such Indemnifiable Claim, in which case the fees and expenses of such counsel
will be borne by the Indemnifying  Party,  (ii) the Indemnified  Party shall not
have any  obligation to give any notice of any assertion of liability by a third
party  unless  such  assertion  is in  writing,  and  (iii)  the  rights  of the
Indemnified Party to be indemnified hereunder in respect of Indemnifiable Claims
resulting  from the  assertion  of  liability  by  third  parties  shall  not be
adversely  affected  by its failure to give  notice  pursuant  to the  foregoing
unless,  and,  if so,  only  to the  extent  that,  the  Indemnifying  Party  is
materially  prejudiced thereby.  With respect to any assertion of liability by a
third party that results in an  Indemnifiable  Claim,  the parties  hereto shall
make  available  to each  other all  relevant  information  in their  possession
material to any such assertion.

<PAGE>

(b) In the event that the  Indemnifying  Party,  within  twenty  (20) days after
receipt of the aforesaid notice of an Indemnifiable  Claim,  fails to assume the
defense  of  the  Indemnified  Party  against  such  Indemnifiable   Claim,  the
Indemnified Party shall notify the Indemnifying Party of such failure, whereupon
the Indemnifying Party shall have ten (10) additional days to assume the defense
of the Indemnifiable  Claim, after the expiration of which the Indemnified Party
shall have the right to undertake the defense, compromise, or settlement of such
action on behalf of and for the account and risk of the Indemnifying Party.

(c) Notwithstanding  anything in this Section 8.4 to the contrary,  (i) if there
is a reasonable  probability  that an  Indemnifiable  Claim may  materially  and
adversely  affect the Indemnified  Party,  the Indemnified  Party shall have the
right to participate, at its own cost and expense, in such defense,  compromise,
or settlement  and the  Indemnifying  Party shall not,  without the  Indemnified
Party's  written  consent  (which consent shall not be  unreasonably  withheld),
settle or compromise any Indemnifiable Claim or consent to entry of any judgment
in respect thereof unless such settlement, compromise, or consent includes as an
unconditional  term thereof the giving by the  claimant or the  plaintiff to the
Indemnified Party a release from all liability in respect of such  Indemnifiable
Claim.

8.5 Procedure For Indemnification With Respect to Non-Third Party Claims. In the
event that the Indemnified Party asserts the existence of a claim giving rise to
Damages (but excluding claims resulting from the assertion of liability by third
parties),  it shall give written notice to the Indemnifying  Party. Such written
notice shall state that it is being given pursuant to this Section 8.5,  specify
with  particularity the nature and amount of the claim asserted,  accompanied by
any written materials supporting such claim, and indicate the date on which such
assertion  shall be deemed  accepted  and the amount of the claim deemed a valid
claim (such date to be established in accordance with the next sentence). If the
Indemnifying  Party,  within  sixty (60) days after the mailing of notice by the
Indemnified  Party,  shall  not give  written  notice to the  Indemnified  Party
announcing its intent to contest such assertion of the Indemnified  Party,  then
such assertion  shall be deemed accepted and the amount of claim shall be deemed
a valid claim. In the event,  however,  that the Indemnifying Party contests the
assertion  of a claim by giving such  written  notice to the  Indemnified  Party
within said period,  then the parties shall act in good faith to reach agreement
regarding such claim.

<PAGE>

                  Threshold Determination of and Limitations on Indemnification.
Notwithstanding  anything  in this  Article 8 to the  contrary,  Seller  and the
Members  shall  not be under  any  obligations  of  indemnity  with  respect  to
Purchaser or Netopia or their  respective  officers or directors,  and Purchaser
and Netopia shall not be under any  obligations  to Seller and the Members until
such time as Purchaser or Netopia or their respective officers or directors,  on
the one hand, or Seller and the Members,  on the other hand, shall have incurred
Purchaser  Damages or Seller Damages or Member  Damages,  as the case may be, in
the  aggregate  in excess of $25,000,  for which  Purchaser  or Netopia or their
respective officers or directors, or Seller or the Members, respectively,  would
have been  entitled to be  indemnified  against but for the  provisions  of this
Section  8.6;  and upon  reaching  the $25,000  threshold  set forth  above,  an
Indemnified  Party shall be entitled to recover the full amount of such Damages,
including such $25,000 threshold.  Notwithstanding anything in this Agreement to
the contrary, (i) the Members (as a group) shall not be liable for more than six
million  dollars  ($6,000,000),  plus any portion to the Earnout by Purchaser to
Seller  (after  taking into  account  any portion of the Earnout  used to offset
Purchaser  Damages)  less any amounts of Purchaser  Damages paid by Seller,  and
(ii) no individual Member shall be required to indemnify Purchaser or Netopia or
their respective  officers or directors,  for any amount of Purchaser Damages in
excess of such  Member's Pro Rata Share of the amount of  Purchaser  Damages set
forth in the  immediately  preceding  clause (i). Each Member's "Pro Rata Share"
shall be the  percentages  set forth  opposite  such  Member's  name on Schedule
5.1(d).

8.6 Escrow Fund. As security for the  indemnity  provided for in this Article 8,
One Hundred  Sixty-Three  Thousand Eight Hundred  Twenty-Three  (163,823) shares
shall be deposited by Purchaser in an escrow account with the Escrow Agent as of
the Closing, such deposit to constitute an escrow fund (the "Escrow Fund") to be
governed by the terms set forth in this Agreement,  the Member's  Agreements and
the provisions of the Escrow Agreement. Upon compliance with, and subject to the
provisions of this Agreement, the Member's Agreements, and the Escrow Agreement,
Purchaser  and Netopia and their  respective  officers  and  directors  shall be
entitled to obtain  indemnity  from the Escrow  Fund for Damages  covered by the
indemnity provided for in those agreements. Subject to the provisions of Article
6, all  Shares  held in the  Escrow  Fund at the  expiry of 12  months  from the
Closing shall be released to Seller free of encumbrance or restriction.

<PAGE>

8.7 Resolution of Disputed Claims. In case Seller or the Members' Representative
or  Purchaser  or  Netopia  shall  object in  writing to any claim or claims for
Purchaser Damages or Seller Damages,  Seller and the Members' Representative and
Purchaser  and Netopia shall attempt in good faith for twenty (20) days to agree
upon the rights of the  respective  parties with respect to each of such claims.
If the Seller and the Members'  Representative  and Purchaser and Netopia should
so agree, a memorandum setting forth such agreement shall be prepared and signed
by  both  parties.  If no  such  agreement  can  be  reached  after  good  faith
negotiation,   either   Purchaser   or  Netopia   or  Seller  or  the   Members'
Representative  may, by written notice to the other,  demand  arbitration of the
matter unless the amount of the damage or loss is at issue in pending litigation
with a third party, in which event arbitration shall not be commenced until such
amount is ascertained or both parties agree to  arbitration;  and in either such
event the matter  shall be settled by  arbitration  in  accordance  with Section
10.16 herein.

                                    ARTICLE 9
                             MEMBERS' REPRESENTATIVE

9.1 Duties and Powers.  Mr. Mark Hendricks shall be constituted and appointed as
agent ("Members'  Representative")  for and on behalf of the Members to give and
receive  notices  and  communications  with  respect to any  disputes or matters
related to  indemnification  involving  the Members,  to  authorize  delivery to
Purchaser of the Shares or other  property from the Escrow Fund in  satisfaction
of claims by Purchaser or Netopia or their respective officers or directors,  to
object to such deliveries,  to agree to,  negotiate,  enter into settlements and
compromises  of, and demand  arbitration  and comply  with  orders of courts and
awards of  arbitrators  with  respect to such  claims,  and to take all  actions
necessary or appropriate in the judgment of the Members'  Representative for the
accomplishment of the foregoing. Such agency may be changed by a majority of the
Members from time to time upon not less than ten (10) days' prior written notice
to Purchaser.  The Shareholder's  Agent may resign upon ten (10) days' notice to
the  parties  to this  Agreement.  No bond  shall be  required  of the  Members'
Representative. Notices or communications to or from the Members' Representative
shall constitute notice to or from each of the Members.

<PAGE>

9.2 Limit on Liability.  The Members' Representative shall not be liable for any
act done or omitted  hereunder as Members'  Representative  while acting in good
faith and in the exercise of  reasonable  judgment,  and any act done or omitted
pursuant  to the advice of counsel  shall be  conclusive  evidence  of such good
faith.  The Members shall severally  indemnify the Members'  Representative  and
hold him harmless against any loss,  liability or expense incurred without gross
negligence or bad faith on the part of the Members'  Representative  and arising
out of or in  connection  with the  acceptance or  administration  of his duties
hereunder.

9.3 Use of Escrow Funds;  Power of Attorney.  By virtue of the execution of this
Agreement  the  Members  have,  without  any  further  act by any such  Members,
consented to: (A) the use of the Escrow Fund as collateral  for damages  arising
from the Members' indemnity obligations contained herein, (B) the appointment of
the Representative as their representative for purposes of this Agreement and as
attorney-in-fact and agents for all such Members and the taking by such Members'
Representative  of any and all actions and the making of any decisions  required
or permitted to be taken by it under this  Agreement  and the Escrow  Agreement,
and (C) all of the other terms, conditions and limitations in this Agreement and
the Escrow Agreement.  Accordingly,  the Members' Representative has, subject to
the terms of this Agreement and the Escrow Agreement, authority and power to act
on  behalf  of the  Members  with  respect  to this  Agreement  and  the  Escrow
Agreement,  and the  disposition,  settlement  or other  handling of all claims,
rights or  obligations  arising  hereunder and  thereunder.  The Members will be
bound by all actions taken by the Members'  Representative  in  compliance  with
this  Agreement  and the Escrow  Agreement,  and the Escrow Agent and  Purchaser
shall  be  entitled  to  rely  on  any  action  or  decision  of  the   Members'
Representative in accordance herewith.

<PAGE>

                                   ARTICLE 10
                            MISCELLANEOUS PROVISIONS

10.1 Notices. All notices and other communications hereunder shall be in writing
and shall be deemed given (a) on the same day if delivered personally, (b) three
(3) business  days after being mailed by  registered  or certified  mail (return
receipt  requested),  or (c) on the same day if sent by facsimile,  confirmation
received, to the parties at the following addresses and facsimile numbers (or at
such other address or number for a party as shall be specified by like notice):

                            If to Purchaser, to:
                            Netopia, Inc.
                            2470 Mariner Square Loop
                            Alameda, CA  94501
                            Attention:  James Clark
                            Telephone No.: 510-814-5120
                            Facsimile No.:  510-814-5021
                            with copy (which shall not constitute notice) to:

                            Gunderson Dettmer Stough Villeneuve
                                Franklin & Hachigian, LLP
                            155 Constitution Drive
                            Menlo Park, CA  94025
                            Attention:  Steven M. Spurlock, Esq.
                            Telephone No.:  (650) 321-2400
                            Facsimile No.:   (650) 321-2800

                            If to Seller or the Members:
                            Serus, LLC
                            c/o Christian Hendricks Law Office
                            550 North Brand Blvd.
                            Suite 1960
                            Glendale, CA  91203-1900
                            Attention:  Mark C. Hendricks
                            Telephone No.:  818-243-4000
                            Facsimile No.:  818-243-4290

                            with copies (which shall not constitute notice) to:

                            Studeo Inc.
                            3507 North University Avenue
                            3rd Floor
                            Provo, Utah  84604
                            Attention:  David B. Allen
                            Telephone No.:  801-373-5599
                            Facsimile No.:  801-373-0502

<PAGE>

10.2 Entire Agreement.  This Agreement,  the exhibits and schedules hereto,  and
the documents  referred to herein embody the entire agreement and  understanding
of the parties hereto with respect to the subject  matter hereof,  and supersede
all prior and contemporaneous  agreements and  understandings,  oral or written,
relative to said subject  matter  including the letter of intent dated  November
27, 1998, as amended by letter agreement dated December 11, 1998.

10.3 Binding  Effect;  Assignment.  This  Agreement  and the various  rights and
obligations  arising hereunder shall inure to the benefit of and be binding upon
Seller, its successors and permitted assigns, the Members,  their successors and
permitted  assigns,  and Purchaser  and its  successors  and permitted  assigns.
Neither  this  Agreement  nor  any  of the  rights,  interests,  or  obligations
hereunder shall be transferred or assigned (by operation of law or otherwise) by
either of the  parties  hereto  without the prior  written  consent of the other
party;  provided,  however,  that Purchaser may,  without such written  consent,
assign its rights in connection  with a merger of Purchaser with or into another
entity,  a  sale  of all  or  substantially  all  of  Purchaser's  assets,  or a
reorganization involving Purchaser.

10.4 Captions.  The Article and Section  headings of this Agreement are inserted
for  convenience  only and  shall not  constitute  a part of this  Agreement  in
construing or interpreting any provision hereof.

10.5 Expenses of Acquisition.  Seller and the Members shall pay in full all fees
and  expenses  incurred  by  Seller  and the  Members  in  connection  with this
Agreement, and the transactions contemplated hereby. The Purchaser shall pay all
fees and expenses  incurred by Purchaser in connection with this Agreement,  and
the transactions contemplated hereby.

10.6 Waiver;  Consent. This Agreement may not be changed,  amended,  terminated,
augmented,  rescinded, or discharged (other than by performance), in whole or in
part,  except by a writing executed by the parties hereto,  and no waiver of any
of the  provisions  or  conditions  of this  Agreement or any of the rights of a
party  hereto  shall be  effective  or binding  unless such  waiver  shall be in
writing  and signed by the party  claimed to have  given or  consented  thereto.
Except to the extent that a party hereto may have  otherwise  agreed in writing,
no waiver by that  party of any  condition  of this  Agreement  or breach by the
other party of any of its obligations or representations hereunder or thereunder
shall be deemed to be a waiver of any other  condition  or  subsequent  or prior
breach of the same or any other obligation or representation by the other party,
nor  shall  any  forbearance  by the  first  party  to  seek a  remedy  for  any
noncompliance or breach by the other party be deemed to be a waiver by the first
party of its rights and remedies with respect to such noncompliance or breach.

10.7 Third-Party  Beneficiaries.  Except as otherwise  expressly provided for in
this Agreement,  nothing herein,  expressed or implied,  is intended or shall be
construed  to confer upon or give to any  person,  firm,  corporation,  or legal
entity, other than the parties hereto, any rights,  remedies,  or other benefits
under or by reason of this Agreement.

10.8  Counterparts.  This Agreement may be executed  simultaneously  in multiple
counterparts,  each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument. A facsimile signature may
be in lieu of an  original  signature  provided  that  original  signatures  are
thereafter promptly delivered on demand.

<PAGE>

10.9 Gender. Whenever the context requires,  words used in the singular shall be
construed  to mean or include  the plural and vice  versa,  and  pronouns of any
gender shall be deemed to include and  designate  the  masculine,  feminine,  or
neuter gender.

10.10 Severability.  If one or more  provisions of this Agreement are held to be
unenforceable  under  applicable law, such provision shall be excluded from this
Agreement  and the  balance of the  Agreement  shall be  interpreted  as if such
provision  were so excluded  and shall be  enforceable  in  accordance  with its
terms.

10.11 Remedies of  Purchaser.  Seller and the Members  agree that the Assets are
unique and not otherwise readily available to Purchaser. Accordingly, Seller and
the  Members  acknowledge  that,  in  addition  to all other  remedies  to which
Purchaser  is entitled,  Purchaser  shall have the right to enforce the terms of
this Agreement by a decree of specific performance, provided Purchaser is not in
material default hereunder.

10.12 Governing  Law.  This  Agreement  shall in all  respects be  construed  in
accordance with and governed by the laws of the State of California,  as applied
to contracts  entered into and to be performed  solely within the state,  solely
between residents of the state.

10.13     Intentionally Omitted.

10.14 Attorney's Fees. If any action at law or in equity is necessary to enforce
or  interpret  the terms of this  Agreement  or to protect  the rights  obtained
hereunder the prevailing  party shall be entitled to its  reasonable  attorneys'
fees,  costs, and  disbursements in addition to any other relief to which it may
be entitled.

10.15 Rules of  Construction.  The  parties  hereto  agree  that  they have been
represented by counsel during the negotiation, preparation and execution of this
Agreement and, therefore, waive the application of any law, regulation,  holding
or rule of  construction  providing  that  ambiguities  in an agreement or other
document  will be  construed  against  the  party  drafting  such  agreement  or
document.

<PAGE>

10.16  Arbitration.  If the parties are unable to resolve any dispute arising in
connection   with  this  Agreement  and  its  exhibits,   or  the   transactions
contemplated  herein and therein,  within twenty (20) days,  either Purchaser or
Seller may, by written  notice to the other,  demand  arbitration  of the matter
(subject to the limitations  contained in Section 8.7). Within fifteen (15) days
after such written  notice is sent,  Purchaser  and Seller shall each select one
arbitrator, and the two arbitrators so selected shall select a third arbitrator.
The decision of the arbitrators as to the validity and amount of any claim shall
be binding and conclusive upon the parties to this Agreement.  Judgment upon any
award  rendered  by  the   arbitrators  may  be  entered  in  any  court  having
jurisdiction.  Any such arbitration  shall be held in Salt Lake City, Utah under
the expedited rules then in effect of the American Arbitration Association. Each
party to an arbitration  shall pay its own expenses and half of the fees of each
arbitrator and the administrative fee of the American Arbitration Association.

                      [The Remainder of this Page is Blank]

<PAGE>

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be executed as of the day and year first above written.

                                       NETOPIA, INC.

                                       By: /s/ James A. Clark                   
                                       Address: 2470 Mariner Square Loop        
                                                Alameda, CA  94501


                                       PURCHASER:

                                       SERUS ACQUISTION CORPORATION

                                       By: /s/ James A. Clark                   
                                       Address: 2470 Mariner Square Loop
                                                Alameda, CA  94501              

                                       SELLER:

                                       SERUS, LLC

                                       By: /s/ Mark C. Hendricks                
                                       Name: Mark Hendricks        
                                       Title: Managing Director                 
                                       Address: Christian Hendricks Law Office
                                                550 North Brand Blvd.
                                                Suite 1960
                                                Glendale, CA  91203-1900

                                       MEMBERS:

                                       /s/ Shayne McQuade
                                       Address:                                 

                                       /s/ Mark Hendricks 
                                       Address:                                 

                                       /s/ Jody Rookstool
                                       Address:                                 
 
                                       /s/ Scott Iverson
                                       Address:                                 

                                       /s/ Todd Shepherd
                                       Address:                                 

                                       Studeo, Inc.
                                       Address: