EXHIBIT 10.7(e)

                         REGISTRATION RIGHTS AGREEMENT

                  This Registration  Rights Agreement,  dated as of December 16,
1998 (the "Closing Date") is by and among Netopia,  Inc., a Delaware corporation
(the "Company"),  Serus, LLC, a Utah limited liability company ("Serus") and the
other signatories hereto (the "Members").

                                    RECITALS

                  WHEREAS,  the  Company  has  entered  into an  Asset  Purchase
Agreement (the "Asset Purchase Agreement"),  dated as of the date hereof, by and
among the Company, Serus Acquisition  Corporation,  a Delaware corporation and a
wholly-owned subsidiary of the Company, and Serus, pursuant to which the Company
is acquiring  certain  assets from Serus in return for a combination of cash and
shares of the Company's Common Stock,  par value $.001 (the "Common Stock"),  as
consideration therefor; and

                  WHEREAS,  the Company  deems it  desirable  for the Company to
grant certain registration rights to Serus in order to induce Serus to accept as
partial  consideration  the  Common  Stock  pursuant  to the  terms of the Asset
Purchase Agreement.

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual covenants herein contained and other good and valuable consideration, the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
hereby agree as follows:

                  1.       Definitions

                             As used in this Agreement:

                           (a)    "Commission" means the Securities and Exchange
Commission or any other federal agency at the time administering the  Securities
Act.

                           (b)     "Holder" or "Holders"  means  Serus  and  the
Members, or any person or persons who shall, pursuant to Section 8 or Section 14
hereof,  become parties  hereto. For  purposes  of this Agreement, a Person will
be deemed to be a Holder of Registrable Shares whenever such Person has the then
existing right to acquire  or  receive  such  Registrable  Shares (by  exercise,
conversion  or  otherwise), whether or not such acquisition  has  actually  been
effected.

                           (c)     "Person" means a natural  person, a  partner-
ship, a corporation, a limited liability  company, an association, a joint stock
company, a trust, a joint venture, an unincorporatedorganization  or  a  govern-
mental  entity  or  any department, agency or political subdivision thereof.

                           (d)     "Registrable Shares" means at  any  time  (i)
the Common Stock issued to Serus under the Asset Purchase Agreement or otherwise
acquired by a Holder, and (ii) any  securities of the Company issued or issuable
with respect to any securities  referred  to  in  clause  (i)  above,  upon  any
stock  split,  stock  dividend,  recapitalization  or  similar event,  excluding
shares that have been sold (A) to or through a broker,  dealer or underwriter in
a public distribution or a public securities  transaction,  or (B)  pursuant  to
Rule  144  promulgated  under  the  Securities  Act (or  any  similar  successor
provision thereto).

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                           (e)     "Registration  Expenses"  has  the  meaning 
ascribed to it in Section 5 of this Agreement.

                           (f)     "Securities Act" means the Securities Act  of
1933, as amended, or any similar federal statute, and the rules and  regulations
of the Commission thereunder, all as the same shall  be in effect from  time  to
time.

                           (g)    "Securities Exchange Act" means the Securities
Exchange Act of 1934, as amended,  or any similar federal statute, and the rules
and regulations of the Commission thereunder, all as the same shall be in effect
from time to time.

                  2.       Piggyback Registrations

                           (a)      Notice of Registration to Holders. If at any
time or from time to time the Company shall determine  to  register  any  of its
equity securities, either for its own  account  or the  account  of  a  security
holder or group of  security  holders, other  than (i) a  registration  relating
solely to employee benefit plans on Form S-8 (or  any  substitute  or  successor
form),  or (ii)  a  registration  relating  solely  to  a  Commission  Rule  145
transaction on Form S-4 (or any substitute or successor form), the Company will:

                                    (i)     promptly give to the Holders written
 notice thereof, which notice shall be given not less than 30 days  prior to the
date  the  registration  statement  is to  be  filed;  and 

                                    (ii) include  in such registration (and  any
related qualification under blue sky laws  or  other  compliance),  and  in  any
underwriting  involved therein, all the Registrable  Securities  specified  in a
written request or requests,  made within 15 days  after receipt of such written
notice from the Company,  by any of the Holders.

                           (b)      Priority  on  Primary  Registrations.  If  a
registration is an underwritten primary  registration  on behalf of the Company,
and the managing  underwriters  advise  the  Company  in  writing  that in their
opinion  the number of  securities requested to be included in such registration
(i) creates a risk  that  the  price  per  share  in  such  registration will be
materially and adversely affected or (ii) exceeds the  number  which  reasonably
can be sold in such  offering, the Company will include in such registration (x)
first, the securities the Company proposes to sell, (y) second, the  Registrable
Shares the Holders requested to be included in  such  registration  plus  shares
held by other  parties  entitled  to  similar  rights  to  registration  ("Other
Holders"), which  in  the  opinion  of  the underwriters can be sold, pro  rata,
among the Holders of such Registrable Shares and Other Holders, on the basis  of
the number of Registrable Shares requested to be included in  such  registration
by each such Holder and Other Holder.

<PAGE>

     (c)  Priority  on  Secondary   Registrations.   If  a  registration  is  an
underwritten  secondary  registration  on behalf  of  holders  of the  Company's
securities,  and the managing underwriters advise the Company in writing that in
their  opinion  the  number  of  securities  requested  to be  included  in such
registration  (i)  creates a risk that the price per share in such  registration
will be materially  and adversely  affected or (ii) exceeds the number which can
reasonably  be  sold  in  such  offering,  the  Company  will  include  in  such
registration (x) first,  the securities  requested to be included therein by the
holder or group of holders  requesting such registration (the "Demand Holders"),
which in such  opinion of such  underwriters  can be sold,  pro rata,  among the
Demand Holders, on the basis of the number of Demand Holders shares requested to
be included in such  registration  by each such Demand Holder,  (y) second,  the
securities  requested  to be  included  therein by the  Holders  of  Registrable
Shares", which in such opinion of such underwriters can be sold, pro rata, among
the Holders of  Registrable  Shares,  on the basis of the number of  Registrable
Shares  requested to be included in such  registration by each such Holder,  and
(z)  third,  the shares  requested  to be  included  by Other  Holders  who have
requested to be included in such registration.

     (d)  Withdrawal.  Any selling  Holder  shall have the right to withdraw its
request for inclusion of its Registrable Shares in any registration  pursuant to
this  Section 2 by  giving  written  notice to the  Company  of its  request  to
withdraw  no later than five days  before such  registration  statement  becomes
effective.

     (e)  Registration  Rights of Other  Security  Holders of the  Company.  The
Company may not grant registration  rights to any holder of equity securities of
the Company which is inconsistent  with the rights granted to the Holders of the
Registrable  Shares in this Agreement or more favorable to such security  holder
than those granted to Serus and the Members pursuant to this Agreement.

                  3.       Holdback Agreements

     (a) The  Holders  agree not to effect any public  sale or  distribution  of
equity  securities  of  the  Company,  or any  securities  convertible  into  or
exchangeable or exercisable for such securities, during the 15 days prior to and
the  120-day  period  beginning  on  the  effective  date  of  any  underwritten
registration  (except  as part of such  underwritten  registration),  unless the
underwriters  managing the  registered  public  offering  otherwise  agree.  The
Company agrees (i) not to effect any public sale or  distribution  of its equity
securities,  or any securities  convertible  into or exchangeable or exercisable
for such  securities,  during the seven  days  prior to and  during the  120-day
beginning on the effective date of any underwritten registration (except as part
of such  underwritten  registration or pursuant to  registrations on Form S-8 or
any  substitute  or  successor  form),  unless  the  underwriters  managing  the
registered public offering otherwise agree, and (ii) use commercially reasonable
efforts to cause each holders of at least 5% (on a  fully-diluted  basis) of its
equity  securities  (other than equity  securities  acquired in a public trading
market), or any securities convertible into, or exchangeable or exercisable for,
such  securities,  purchased  from  the  Company  at any time  (other  than in a
registered  public  offering)  to  agree  not  to  effect  any  public  sale  or
distribution of any such  securities  during such period (except as part of such
underwritten  registration,  of otherwise  permitted),  unless the  underwriters
managing the registered public offering otherwise agree.

<PAGE>

                  4.       Registration Procedures

     Whenever the Holders are entitled to include their Registrable  Shares in a
registered offering of the Company's shares, the Company will:

     (a) furnish to each seller of Registrable  Shares and the  underwriters  of
the  securities  being  registered  such  number of copies of such  registration
statement  (including any documents  incorporated  by reference  therein and all
exhibits  thereto),  each  amendment  and  supplement  thereto,  the  prospectus
included in such registration statement (including each preliminary  prospectus)
and such other documents as such seller or underwriters  may reasonably  request
in order to facilitate the disposition of the  Registrable  Shares owned by such
seller or the sale of such securities by such underwriters;

     (b) use  commercially  reasonable  efforts  to  register  or  qualify  such
Registrable  Shares  under  such  other  securities  or  blue  sky  laws of such
jurisdictions  as any Holder  reasonably  requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable such Holders
to consummate the disposition in such  jurisdictions  of the Registrable  Shares
owned by the Holders;  provided,  however, that the Company will not be required
to (i) qualify  generally to do business in any jurisdiction  where it would not
otherwise  be required to qualify but for this  subparagraph  or (ii) consent to
general service of process in any such jurisdiction;

     (c) cause all such  Registrable  Shares  to be  listed  or  authorized  for
quotation on each  securities  exchange or automated  quotation  system on which
similar securities issued by the Company are then listed or quoted;

     (d) provide a transfer agent and registrar for all such Registrable  Shares
not later than the effective date of such registration statement;

     (e) promptly notify each Holder of such Registrable Shares,  after it shall
receive notice thereof, of the time when such registration  statement has become
effective, or a supplement to any prospectus forming a part of such registration
statement has been filed;

     (f) promptly notify each seller of such  Registrable  Shares of any request
by the  Commission  for the  amending  or  supplementing  of  such  registration
statement or prospectus or for additional information;

     (g) prepare and promptly file with the Commission, and promptly notify each
Holder of such Registrable Shares of the filing of, such amendment or supplement
to such registration  statement or prospectus as may be necessary to correct any
statements  or  omissions  if, at the time when a  prospectus  relating  to such
securities is required to be delivered under the Securities Act, any event shall
have occurred as the result of which any such prospectus or any other prospectus
as then in effect would  include an untrue  statement of a material fact or omit
to state any material  fact  necessary to make the  statements  therein,  in the
light of the circumstances in which they were made, not misleading;

<PAGE>

     (h) promptly  advise each Holder of such  Registrable  Shares,  immediately
after it shall receive notice or obtain  knowledge  thereof,  of the issuance of
any  stop  order  by  the  Commission   suspending  the  effectiveness  of  such
registration  statement or the  initiation or  threatening of any proceeding for
such  purpose and  promptly  use its best efforts to prevent the issuance of any
stop order or to obtain its withdrawal if such stop order should be issued;

     (i)  otherwise  use  commercially  reasonable  efforts  to comply  with the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
securities  covered  by such  registration  statement  in  accordance  with  the
intended method of disposition.

     (j) Each Holder of Registrable  Shares that sells such  Registrable  Shares
pursuant to a registration  under this Agreement agrees, in connection with that
registration, as follows:
     
     (i) Such  Holder  shall  cooperate  as with the  Company,  when  reasonably
requested by the Company, in connection with the preparation of the registration
statement,  and  for so long as the  Company  is  obligated  to  file  and  keep
effective the registration statement,  shall provide to the Company, in writing,
for use in the registration statement, the information regarding such Holder and
its plan of distribution of the Registrable  Shares  reasonably  required by the
Company to maintain the effectiveness of the Registration Statement.
     
     (ii) During such time as such  Holder may be engaged in a  distribution  of
the Registrable  Shares,  such seller shall comply with Rule 102 and Rule 104 of
Regulation M promulgated under the Securities  Exchange Act and pursuant thereto
it shall,  among other things,  cease  distribution of such  Registrable  Shares
pursuant to such registration  statement upon receipt of written notice from the
Company that the prospectus  covering the Registrable Shares contains any untrue
statement  of a material  fact or omits a material  fact  required  to be stated
therein or necessary to make the statements therein not misleading.
                  
5.       Registration Expenses

     (a) All expenses  incident to the  Company's  performance  of or compliance
with this Agreement,  including, without limitation, all registration and filing
fees, fees of transfer  agents and  registrars,  fees and expenses of compliance
with securities or blue sky laws (including, without limitation, reasonable fees
and  disbursements  of one counsel for the  underwriters in connection with blue
sky  qualification),  fees of the National  Association  of Securities  Dealers,
Inc.,  printing  expenses,  travel and other road show  expenses,  messenger and
delivery  expenses,  fees and  disbursements  of counsel for the Company and its
independent certified public accountants,  underwriters (excluding discounts and
commissions   attributable   to  the   Registrable   Shares   included  in  such
registration) and other Persons retained by the Company (all such expenses being
herein called

<PAGE>

"Registration  Expenses") will be borne by the Company. In addition, the Company
will pay its internal expenses (including,  without limitation, all salaries and
expenses of its officers and employees  performing legal or accounting  duties),
the expense of any annual or special audit or quarterly  review,  the expense of
any  liability  insurance  obtained by the Company and the expenses and fees for
listing or  authorizing  for quotation  the  securities to be registered on each
securities  exchange  on which any  shares of  common  stock are then  listed or
quoted.

     (b)  In  connection  with  each  registration  effected  pursuant  to  this
Agreement,  the Company will reimburse the Holders of Registrable Shares covered
by such  registration  for the reasonable fees and  disbursements of one counsel
for the Holders, chosen by the Holders of a majority of such Registrable Shares.

                  6.       Indemnification

     (a) The Company  agrees to indemnify,  to the fullest  extent  permitted by
law,  each Holder of  Registrable  Shares,  its officers and  directors and each
Person who controls each seller (within the meaning of the Securities Act or the
Securities Exchange Act) against all losses,  claims,  damages,  liabilities and
expenses (including,  without limitation,  attorneys' fees, except as limited by
paragraph  6(c)) caused by any untrue or alleged untrue  statement of a material
fact  contained  in  any  registration  statement,   prospectus  or  preliminary
prospectus,  or any amendment thereof or supplement  thereto, or any omission or
alleged  omission of a material fact required to be stated  therein or necessary
to make the statements  therein not  misleading,  except insofar as the same are
caused by or contained in any information furnished in writing to the Company by
such  Holder  expressly  for  use  therein.  The  Company  shall  enter  into an
underwriting   agreement  in  customary  form  containing  such  provisions  for
indemnification  and  contribution  as  shall  be  reasonably  requested  by the
underwriters. The reimbursements required by this paragraph 6(a) will be made by
periodic payments during the course of the investigation or defense, as and when
bills are received or expenses incurred.

     (b) In  connection  with any  registration  statement  in which a Holder of
Registrable  Shares is  participating,  each such Holder agrees to indemnify the
Company,  its directors and executive  officers and each Person who controls the
Company (within the meaning of the Securities  Act) against any losses,  claims,
damages,  liabilities and expenses  (including,  without limitation,  attorneys'
fees except as limited by paragraph 6(c)) resulting from any untrue statement of
a  material  fact  contained  in  the  registration  statement,   prospectus  or
preliminary  prospectus,  or any amendment thereof or supplement thereto, or any
omission of a material fact  required to be stated  therein or necessary to make
the statements  therein not misleading,  but only to the extent that such untrue
statement or omission is contained  in any  information  furnished in writing by
such Holder; provided that the obligation to indemnify will be in proportion to,
and such liability  will be limited to, the amount  received by such Holder from
the sale of Registrable Shares pursuant to such registration statement.

<PAGE>

     (c) Any Person entitled to  indemnification  hereunder will (i) give prompt
written notice to the  indemnifying  party of any claim with respect to which it
seeks  indemnification  (provided that the failure to give such notice shall not
limit the  rights of such  Person,  except to the  extent  such  failure to give
notice shall  materially  prejudice the rights of the indemnifying  party),  and
(ii) unless in such indemnified party's reasonable judgment (with written advice
of counsel),  a conflict of interest  between such  indemnified and indemnifying
parties may exist with respect to such claim,  permit such indemnifying party to
assume the defense of such claim with  counsel  reasonably  satisfactory  to the
indemnified  party. If such defense is assumed,  the indemnifying party will not
be subject to any liability for any  settlement  made by the  indemnified  party
without its consent  (but such consent will not be  unreasonably  withheld).  An
indemnifying  party who is not entitled to, or elects not to, assume the defense
of a claim will not be  obligated  to pay the fees and expenses of more than one
counsel for all parties  indemnified by such indemnifying  party with respect to
such claim,  unless in the reasonable  judgment (with written advice of counsel)
of any  indemnified  party,  a  conflict  of  interest  may exist  between  such
indemnified party and any other of such indemnified parties with respect to such
claim.

     (d) Each party hereto agrees that if, for any reason,  the  indemnification
provisions  contemplated  by Section 6(a) or Section 6(b) are unavailable to, or
insufficient  to hold  harmless an  indemnified  party in respect of any losses,
claims,  damages,  liabilities  or  expenses  (or  actions in  respect  thereof)
referred to therein, then each indemnifying party shall contribute to the amount
paid or payable by such  indemnified  party as a result of such losses,  claims,
damages,  liabilities  or  expenses  (or  actions in respect  thereof),  in such
proportion as is appropriate,  to reflect the relative fault of the indemnifying
party  and  the  indemnified  party,  as well as any  other  relevant  equitable
considerations.  The relative fault of such  indemnifying  party and indemnified
party shall be  determined  by  reference  to, among other  things,  whether the
untrue or alleged  untrue  statement  of a material  fact or omission or alleged
omission  to state a material  fact  relates  to  information  supplied  by such
indemnifying  party or  indemnified  party,  and the parties'  relative  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement  or omission.  The parties  hereto agree that it would not be just and
equitable if  contribution  pursuant to this Section 6(d) were determined by pro
rata  allocation  (even if the Holders or any  underwriters  or all of them were
treated as one entity for such  purpose),  or by any other method of  allocation
which does not take account of the equitable  considerations referred to in this
Section 6(d),  unless such allocation is called for after  consideration of such
equitable considerations.  The amount paid or payable by an indemnified party as
a result of the losses, claims, damages,  liabilities or expenses (or actions in
respect thereof) referred to above shall be deemed to include any legal or other
fees or expenses  reasonably  incurred by such  indemnified  party in connection
with  investigating  or, except as provided in Section 6(c),  defending any such
action or claim.  Notwithstanding  the  provisions  of this  Section  6(d),  the
Holders shall not be required to  contribute  an amount  greater than the dollar
amount of the proceeds  received by such Holders with respect to the sale of any
Registrable Shares. No person guilty of fraudulent misrepresentation (within the
meaning  of  Section  11(f)  of  the  Securities   Act)  shall  be  entitled  to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.   The  Holders'   obligations,   in  this  Section  6(d),  to
contribute,  shall be several in proportion to the amount of Registrable  Shares
registered by them, and not joint.

<PAGE>

     (e) The indemnification and contribution  provided for under this Agreement
will remain in full force and effect regardless of any investigation  made by or
on behalf of the  indemnified  party or any  officer,  director  or  controlling
Person of such indemnified  party, and will survive,  for such indemnified party
and such officers,  directors or controlling  Persons of such indemnified party,
the transfer of securities.  The Company also agrees to make such  provisions as
are reasonably requested by any indemnified party for contribution to such party
in the event the Company's indemnification is unavailable for any reason.
                 
                  7.       Compliance with Rule 144

     (a) The Company shall (i) make and keep public  information  available,  as
those terms are understood  and defined in Rule 144 of the Securities  Act, (ii)
file with the  Commission  in a timely  manner all reports  and other  documents
required of the Company under the Securities Act and the Exchange Act, and (iii)
at the request of any Holder who proposes to sell  securities in compliance with
Rule 144,  forthwith  furnish to such Holder a written  statement of  compliance
with the reporting  requirements of the Commission,  as set forth in Rule 144 as
such rule may be amended from time to time, and make available to the public and
such Holders such  information as will enable the Holders to make sales pursuant
to Rule 144.

     (b) The Holders may sell any Registrable  Shares,  if such sale or sales do
not violate the restrictions Rule 144 places on sales of "restricted securities"
(as defined under Rule 144).

     (c) At the expiration of 12 months from the Closing Date,  there will be no
contractual restrictions on any sale or sales, by any Holder, of any Registrable
Shares; provided, however, that the Company will take all reasonable affirmative
actions to ensure the Registrable Shares are no longer  "restricted  securities"
(as defined under Rule 144),  including (i) making  available  adequate  current
public information with respect to the Company, as issuer of the securities,  as
required  by Rule  144(c),  and (ii) all  other  actions  which the  Company  is
required  to  perform  to ensure  the  Registrable  Shares no longer  qualify as
restricted securities.

     (d) At the  expiration of 24 months from the Closing Date,  and upon demand
of any Holder,  the Company  shall  effect a removal of the legend on each stock
certificate held by the Holder which identifies the security represented thereby
as a "restricted security" (as defined under Rule 144).

                  8.       Transfers by Holders

     Any Holder may transfer the  registration  rights it holds pursuant to this
Agreement  to any other  Person who after such  transfer  holds at least  35,000
shares,  or if less  than  35,000  shares,  then all  shares  held by a  Holder;
provided,  however,  that such transfer will be permitted only if the transferee
or transferees agree(s) to comply with, and otherwise be bound by, all the terms
and conditions this Agreement.

<PAGE>
                  9.       Participation in Underwritten Registrations

     (a) No  Person  may  participate  in any  registration  hereunder  which is
underwritten  unless such Person (a) agrees to sell such Person's  securities on
the basis provided in any  underwriting  arrangements  approved by the Person or
Persons entitled hereunder to approve such  arrangements,  and (b) completes and
executes  all  questionnaires,  powers of  attorney,  indemnities,  underwriting
agreements and other  documents  required  under the terms of such  underwriting
arrangements.

     (b) No  Person  may  participate  in any  registration  hereunder  if  such
Person's Registrable Shares could then be sold in any three-month period without
registration  in accordance  with Rule 144, and in such case,  such Person shall
not be bound by any of the terms or obligations of this Agreement.

                  10.    Representations and Warranties of Serus and the Members


     (a)  Investment  Representations  and  Warranties.  As of the Closing Date,
Serus and the Members hereby jointly and severally  represent and warrant to the
Company that:
     
     (i) The  Registrable  Shares issued under the Asset Purchase  Agreement are
being acquired for the Serus'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 such  Registrable  Shares.  Serus  does  not  have any  contract,
undertaking, agreement or arrangement with any Person to sell, transfer or grant
a participating interest, in the Registrable Shares issued pursuant to the Asset
Purchase Agreement.

     (ii) Serus has been furnished with, and has had access to, such information
as it considers  necessary or appropriate for deciding  whether to invest in the
Company,  and Serus has had an opportunity to ask questions and receive  answers
from the Company and its  representatives  regarding the terms and conditions of
issuance of the Registrable Shares pursuant to the Asset Purchase Agreement.

     (iii) Serus and the Members can bear the economic risk of the investment in
the Registrable  Shares issued under the Asset Purchase  Agreement and have such
knowledge and  experience  in financial or business  matters as to be capable of
evaluating the merits and risks of such investment in the Company.

     (b) Restricted  Securities.  The Registrable  Shares issued under the Asset
Purchase  Agreement  have not been  registered  under the  Securities Act on the
ground that the sale provided for in the Asset Purchase Agreement is exempt from
the registration  requirements of the Securities Act, and the Company's reliance
on such exemption is predicated,  in part, on the representations and warranties
in Section 10(a) above.  Serus and the Members hereby confirm that Serus and the
Members have been  informed that the  Registrable  Shares issued under the Asset
Purchase  Agreement such Shares are "restricted  securities" (as defined in Rule
144) and may not be offered and sold  unless  such  Shares are first  registered
under the  Securities  Act or unless an exemption  from  registration  under the
Securities  Act  is  available.   Accordingly,  Serus  and  the  Members  hereby
acknowledge  that  the  Registrable  Shares  issued  under  the  Asset  Purchase
Agreement may not be transferred except in compliance with applicable securities
laws and regulations.

<PAGE>

     (c) Restrictive  Legends.  Subject to Section 7(c), the stock  certificates
for the  Registrable  Shares  issued under the Asset  Purchase  Agreement on the
Closing Date shall be endorsed with any restrictive legend required by state law
and the following legend:

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.

                  11.      Adjustments Affecting Registrable Shares

     The Company will not take any action,  or permit any change to occur,  with
respect to its  securities,  which  would  adversely  affect the  ability of the
Holders of the Registrable Shares to include such Holder's Registrable Shares in
a registration  undertaken pursuant to this Agreement,  or which would adversely
affect the marketability of such Registrable Shares in any such registration.

                  12.      Remedies

     Any Person  having  rights under any  provision of this  Agreement  will be
entitled  to enforce  such rights  specifically,  to recover  damages  caused by
reason of any breach of any  provision  of this  Agreement,  and to exercise all
other rights granted by law.

                  13.      Amendments and Waivers

     Except as otherwise  expressly  provided  herein,  the  provisions  of this
Agreement may be amended or waived at any time only by the written  agreement of
the Company and the Holders of 50% of the Registrable Shares,  provided that any
such  amendment  or waiver  shall apply  equally to all  Holders of  Registrable
Shares, except to the extent a Holder of Registrable Shares,  adversely affected
by  unequal  treatment,  otherwise  consents.  Any  waiver,  permit,  consent or
approval  of any kind or  character,  on the part of any  such  Holders,  of any
provision or condition of this  Agreement,  must be made in writing and shall be
effective only to the extent specifically set forth in writing.

<PAGE>

                  14.      Successors and Assigns

     All  covenants  (other than those in Section 10,  which are made only as of
the Closing Date) and agreements  contained in this Agreement by or on behalf of
any of the parties hereto (including,  without limitation, any Holder) will bind
and inure to the benefit of the respective successors and assigns of the parties
hereto (including,  without limitation, any Holder) whether so expressed or not.
In  addition,  and  whether or not any  express  assignment  has been made,  the
provisions  of this  Agreement  which  are for the  benefit  of the  Holders  of
Registrable  Shares  are  also for the  benefit  of,  and  enforceable  by,  any
subsequent  Holder  of  Registrable  Shares  who  agrees  to be  bound  by  this
Agreement.

                  15.      Final Agreement

     This Agreement  constitutes the final  agreement of the parties  concerning
the  matters  referred  to  herein,  and  supersedes  all prior  agreements  and
understandings.
                  16.      Severability

     Whenever possible,  each provision of this Agreement will be interpreted in
such  manner as to be  effective  and valid  under  applicable  law,  but if any
provision  of this  Agreement  is held to be  prohibited  by, or invalid  under,
applicable law, such provision  shall be ineffective  only to the extent of such
prohibition or invalidity, without invalidating the remainder of this Agreement.

                  17.      Descriptive Heading

     The descriptive  headings of this Agreement are inserted for convenience of
reference  only and do not  constitute  a part of, and shall not be  utilized in
interpreting, this Agreement.

                  18.      Notices

     Any notices  required or permitted to be sent hereunder  shall be delivered
personally,  or mailed by certified mail, return receipt requested, or delivered
by  overnight  courier  service to the  addresses  below,  the  addresses on the
signature  page  hereto  or such  other  addresses  as shall be given by  notice
delivered  hereunder,  and shall be deemed to have been given upon delivery,  if
delivered  personally,  three  business days after  mailing,  if mailed,  or one
business day after  delivery to the courier,  if delivered by overnight  courier
service:
                  
     If to the Holders of Registrable  Shares, to the addresses set forth on the
stock record books of the Company;

                           with a copy to:
                           Christian Hendricks Law Office
                           550 North Brand Blvd., Suite 1960
                           Glendale, CA  91203-1900
                           Attention: Mark C. Hendricks
                           Tel: (818) 243-4000
                           Fax: (818) 243-4290

<PAGE>

                  19.      Governing law

     The validity,  meaning and effect of this agreement  shall be determined in
accordance with the laws of the State of California applicable to contracts made
and to be performed in that state,  without regard to principles of conflicts of
laws.

                  20.      Counterparts

     This Agreement may be executed in any number of counterparts, each of which
when  so  executed  and  delivered  shall  be  deemed  an  original,   and  such
counterparts together shall constitute one instrument.  Each party shall receive
a duplicate  original of the  counterpart  copy or copies executed by it and the
Company.

                  21.      Attorneys Fees

     In the event of any action or suit,  based  upon,  or  arising  out of, any
actual or  alleged  breach by any  party,  of any  representation,  warranty  or
agreement in this Agreement,  the prevailing  party shall be entitled to recover
its  reasonable  attorneys'  fees and  expenses  of such action or suit from the
other party, in addition to any other relief ordered by the court.

                           [The Remainder of this Page is Blank.]

<PAGE>

                  This Registration Agreement was executed on the date first set
forth above.

                                                 NETOPIA, INC.

                                                 By:/s/ James A. Clark
                                                 Name: James A. Clark
                                                 Title: V.P. and CFO

                                                 SERUS LLC

                                                 By: /s/ Mark C. Hendricks
                                                 Name: Mark C. Hendricks
                                                 Title: Managing Director

                                                 STUDEO, INC.

                                                 By: /s/ Todd Shepherd
                                                 Name: Todd Shepherd
                                                 Title: Director of Strategy
                                                 Address:



                                                 SHAYNE MCQUADE

                                                 /s/ Shayne McQuade
                                                 Address:

                                                 MARK HENDRICKS

                                                 /s/ Mark Hendricks
                                                 Address:

                                                 JODY ROOKSTOOL

                                                 /s/ Jody Rookstool
                                                 Address:

                                                 SCOTT IVERSON

                                                 /s/ Scott Iverson
                                                 Address:

                                                 TODD SHEPHERD

                                                 /s/ Todd Shepherd
                                                 Address: