EXHIBIT 10.7(c)
                                ESCROW AGREEMENT

         This Escrow Agreement (the  "Agreement") is entered into as of December
16, 1998, by and among Netopia, Inc., a Delaware corporation ("Netopia"),  Serus
Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Netopia
("Purchaser"),  Serus, LLC, a Utah limited liability company ("Seller"), and the
Escrow Agent named herein.  Terms not defined in this  Agreement  shall have the
meaning given to them in the Asset Purchase Agreement (defined below).

A. Netopia, Purchaser, and Seller have entered into an Asset Purchase Agreement,
dated as of December 16, 1998 (the "Asset Purchase Agreement") pursuant to which
Purchaser will acquire substantially all of the assets,  properties,  and rights
of Seller  for a cash sum of  $3,000,000  (the  "Cash")  and Four  Hundred  Nine
Thousand Five Hundred Fifty Six shares of Netopia  Common Stock (the  "Shares"),
and other consideration.  The Asset Purchase Agreement provides that One Hundred
Sixty Three Thousand Eight Hundred Twenty Three (163,823) Shares shall be placed
in an escrow (the "Escrow Amount") to secure contingent obligations to Purchaser
in  respect  of certain  indemnification  rights  arising as a result of certain
breaches of the representations,  warranties, covenants, or agreements under the
Asset  Purchase  Agreement  on the terms and  conditions  set forth  herein  and
therein.

B. The parties hereto desire to establish the terms and  conditions  pursuant to
which the Escrow  Amount  will be  deposited,  held in, and  disbursed  from the
Escrow Fund.

         NOW, THEREFORE, the parties hereto hereby agree as follows:

1.       Escrow.

(a) Escrow of Escrow Amount. The Escrow Amount will be held in escrow by Greater
Bay Trust  Company (the "Escrow  Agent"),  located at 400 Emerson  Street,  Palo
Alto,  California  94301,  as  collateral  for  obligations  of the Seller under
Article 8 of the Asset  Purchase  Agreement,  until such Escrow  Amount is to be
released  pursuant to the terms of this  Agreement.  The Escrow  Agent agrees to
accept  delivery of the Escrow  Amount and to hold such Escrow  Amount in escrow
subject  to the  terms  and  conditions  of this  Agreement.  

(b) Claims Under Indemnity Obligations. The parties agree that the Escrow Amount
will be held as security for the  obligations  of Seller under  Article 8 of the
Asset  Purchase Agreement. Promptly after the receipt by Purchaser of notice or 
discovery of any claim  giving  rise to rights of  indemnification under Article
8 of the Asset Purchase  Agreement,  Purchaser will give the Escrow Agent prompt
written notice of such claim in  accordance with Section 11 hereof and to Seller
in accordance with  Section 6 hereof. Failure of  Purchaser  to furnish  written
notice in a  prompt  manner to the  Escrow Agent of a  claim shall  not  release
Seller from its indemnification  obligations,  except to the extent that Seller 
is prejudiced by such failure,  provided that no  claim shall be  honored as  to
which written notice is delivered after the Termination Date(as defined herein).

<PAGE>

(c) Protection of Escrow  Amount.  The Escrow  Agent  shall hold  and  safeguard
the Escrow Amount during the Escrow Period, in accordance with the terms of this
Agreement and not as the   property of  Purchaser or Seller, and  shall hold and
dispose of the Escrow Amount only in accordance with the terms hereof. 

2. Deposit of Escrow Amount.

(a) Delivery of Escrow Amount.  At the Effective Time, the Escrow Amount will be
delivered  by  Purchaser  to the  Escrow  Agent by  courier  from the  Company's
transfer  agent.  

(b)  Distribution  to Seller.  Within five (5)  business days following December
16, 1999, (the "Termination Date"), the Escrow Agent shall deliver to the Seller
all of the Escrow Amount in excess  of the  aggregate  amount of all  unresolved
claims for Purchaser Damages as specified  in  Officer's Certificates  delivered
to the Escrow Agent on or  before the  Termination  Date  pursuant to Section 3.
After the Termination  Date, as soon as any such claim  is resolved,  the Escrow
Agent shall promptly deliver to the Seller  that  portion of  the Escrow  Amount
that  exceeds  the  amount  of  the  remaining   unresolved  claims.  After  the
Termination  Date, as soon as all such claims  have  been  resolved,  the Escrow
Agent shall  promptly deliver to the Seller any portion of the Escrow Amount not
required to satisfy  such claims.  

(c)  Ownership of Shares; Voting Rights. Seller shall have all indicia of owner-
ship of the Shares while they areheld in escrow, including,  without limitation,
the right  to  vote the  Shares  and  receive  distributions  thereon  and  the
obligations to pay all taxes, assessments, and charges with respect thereto, but
excluding the  right  to sell any  of  the  Shares  or transfer  any  rights  or
interests  in the Shares;  provided  that any  distribution, other than cash and
taxable stock dividends (which  dividends shall be  paid to the  Seller), on or
with respect to the Shares and any other shares or securities  into  which  such
Shares may be changed  or for which they may be exchanged  pursuant to corporate
action of Netopia  affecting holders of Netopia Common  Stock generally shall be
delivered to and held by the Escrow Agent and treated  as  included  within  the
term  Shares  and  shall be  subject  to the provisions of this Agreement. 

3. Claims.

(a) Upon  receipt by the Escrow  Agent on or before  the  Termination  Date of a
certificate  signed  by the  chief  financial  or  chief  executive  officer  of
Purchaser (an "Officer's Certificate");  

(i)      stating that Purchaser has incurred  Purchaser  Damages (as  defined in
         the "Asset Purchase Agreement") with  respect  to  which  Purchaser  is
         entitled to  indemnification  pursuant to the Asset Purchase Agreement,
         and stating the amount of  Purchaser  Damages  with  respect  to  which
         Purchaser is entitled to indemnification; and

(ii)     specifying  in  reasonable  detail the  individual  items of  Purchaser
         Damages  included in the amount so stated,  the date each such item was
         incurred,  paid or properly  accrued,  and the  specific  nature of the
         breach to which such item is related, the Escrow  Agent  shall, subject
         to the  provisions  of  Section 4,  deliver  to  Purchaser  the  amount
         necessary  to  indemnify  Purchaser  for  the amount  specified  in the
         Officer's Certificate.  For  purposes  of this Section 3 and Section 2,
         the value of the  Shares  on the  date of  any  payment  shall  be  the
         average  of the closing prices of Netopia's  Common Stock on the Nasdaq
         National Market over the 30 trading day period  ending two trading days
         prior to the date of payment.  

<PAGE>

4.Claims.  

(a)  Objections to Claims. At the time of delivery of any  Officer's Certificate
to the Escrow Agent, a duplicate copy  of such Officer's  Certificate  shall  be
delivered  to Seller,  and for a period of thirty (30) days after such  delivery
to the Escrow Agent,  the Escrow Agent shall make no delivery of Shares or other
property  pursuant  to Section 3 unless the  Escrow  Agent  shall have  received
written  authorization  from  the  Seller  to  make  such  delivery.  After  the
expiration of such thirty (30) day period,  the Escrow Agent shall make delivery
of the Shares or other property which constitute the Escrow Amount in accordance
with  Section 3,  provided  that no such  payment or delivery may be made if the
Seller  shall object in a written  statement to the claim made in the  Officer's
Certificate,  and such  statement  shall have been delivered to the Escrow Agent
and to Purchaser prior to the expiration of such thirty (30) day period.

(b) Resolution of Claims.  All claims for  indemnification by Purchaser shall be
resolved in accordance  with the Asset  Purchase  Agreement. Upon the resolution
of any claim,  a memorandum  setting forth the resolution of the claim  shall be
prepared and signed by both parties and shall be furnished to the Escrow  Agent.
The  Escrow  Agent  shall be  entitled  to rely on any such memorandum and shall
distribute  all or a  portion  of the Escrow Amount in accordance with the terms
thereof and this  Agreement.  

5. No  Encumbrance.  No interest in the Escrow Amount or any beneficial interest
therein may be pledged, sold,  assigned or  transferred, other than by operation
of law, by any party hereto or be taken or reached by  any  legal  or  equitable
process in satisfaction of any debt or other  liability  of  any  party  hereto,
prior to the delivery to the Seller of payments by the Escrow  Agent.  

6.  Limitation  of the Escrow  Agent's Liability.  

(a) The Escrow Agent shall be obligated only for the  performance of such duties
as are  specifically  set forth in this  Agreement  and  may rely  and  shall be
protected  in  relying or  refraining from  acting on any  instrument reasonably
believed to be genuine and to have been signed or presented  by the proper party
or parties. The Escrow Agent shall not be liable or responsible for any act done
or omitted hereunder  as Escrow  Agent  while acting in  good faith  and  in the
exercise of reasonable judgment,  and any act done  or  omitted  pursuant to the
advice of  counsel   knowledgeable   as to  such  matters  shall  be  conclusive
evidence of such good faith. 

(b) The Escrow Agent is hereby expressly authorized to  disregard  any  and  all
warnings  given by any of the parties  hereto or by any other person,  excepting
the instructions specified herein and orders or process of courts of law, and is
hereby expressly authorized to comply with and obey orders, judgments or decrees
of any court. In case the Escrow Agent obeys or complies  with  any  such order,
judgment or decree of any court, the Escrow Agent shall not be  liable to any of
the  parties  hereto  or to  any  other  person by  reason of  such  compliance,
notwithstanding  any such order, judgment or decree being subsequently reversed,
modified, annulled, set aside, vacated or  found to  have been  entered  without
jurisdiction. 

<PAGE>

(c) The Escrow Agent shall not be liable in any respect on account of any  claim
made that the parties hereto (except with respect to the Escrow Agent) that this
Agreement was not properly  executed and delivered  by such  party  or  that any
documents  or papers  required  under  this  Agreement  have not  been  properly
delivered.  

(d) The Escrow Agent shall not be liable for the  outlawing  of any rights under
any statute of  limitations  with respect to this  Agreement  or  any  documents
deposited with the Escrow Agent. 

(e) The Escrow Agent is hereby  expressly  authorized to engage legal counsel as
it may deem necessary or advisable.  

(f) In the event conflicting  demands are made or notices are  served  upon  the
Escrow Agent with  respect to the Escrow  Amount, the Escrow Agent will have the
absolute right,  at the  Escrow  Agent's  election,  to  do  any  or all of  the
following:  (i) resign so a successor  can be appointed  pursuant to  Section  8
hereof or (ii) file a suit in  interpleader  and obtain an order from a court of
competent jurisdiction requiring the parties to interplead and litigate in  such
court their several claims and  rights  among  themselves.  In  the  event  such
interpleader  suit is brought,  the Escrow Agent will thereby be fully  released
and  discharged  from  all  further  obligations  imposed  upon  it  under  this
Agreement, and Purchaser will pay the Escrow  Agent  (subject  to  reimbursement
from the Seller pursuant to Section 9 hereof) all costs, expenses and reasonable
attorney's fees expended  or  incurred  by  the  Escrow  Agent  pursuant  to the
exercise of the Escrow Agent's rights under this Section 8 (such costs, fees and
expenses will be treated as extraordinary fees and expenses for the purposes  of
Section 9  hereof).  

          7.  Expenses  of Escrow  Agent.  All fees and expenses of Escrow Agent
incurred in the  ordinary  course of  performing  its responsibilities hereunder
shall be paid by Purchaser upon  receipt  of  a  written  invoice  by the Escrow
Agent.  Any  extraordinary  fees and  expenses, including without limitation any
reasonable fees or expenses incurred by the Escrow Agent  in  connection  with a
dispute over the distribution of the Escrow Amount or the validity of a claim or
claims by  Purchaser  made  in  an  Officer's  Certificate, shall be paid 50% by
Purchaser  and 50% by  the Seller . The Escrow  Agent  shall  deliver  a written
invoice of such fees to Purchaser and the Seller.

         10.  Successor  Escrow  Agent.  In the event the Escrow  Agent  becomes
unavailable or unwilling to continue in its capacity herewith,  the Escrow Agent
may resign and be discharged from its duties or obligations hereunder (except to
the extent of actions, if any, of the Escrow Agent not taken in good faith or in
the exercise of reasonable  judgment) by delivering  its written  resignation to
the parties to this  Agreement,  specifying  not less than sixty (60) days prior
written notice of such a date when such resignation will take effect.  Purchaser
will  designate a successor  Escrow Agent prior to the  expiration of such sixty
(60) day period by giving  written  notice to the Escrow  Agent and the  Seller.
Purchaser may appoint a successor Escrow Agent without the consent of the Seller

<PAGE>

so long as such  successor is a bank with assets of at least $50 million and two
(2) days notice of such appointment is provided to the Seller, and Purchaser may
appoint any other successor  Escrow Agent with the consent of the Seller,  which
will not be unreasonably  withheld.  The Escrow Agent will promptly transfer the
Escrow Amount to such  designated  successor.  In the event no successor  Escrow
Agent is  appointed  as described in this Section 10, the Escrow Agent may apply
to a court of competent  jurisdiction  for the appointment of a successor Escrow
Agent.  Any  Successor  Escrow  Agent  shall be bound and abide by the terms and
conditions of this Escrow Agreement.

         11. Notices.  Any notice provided for or permitted under this Agreement
will be treated as having been given when (i) delivered  personally with written
verification  of  receipt,  (ii)  sent  by  confirmed  telecopy,  (iii)  sent by
commercial  overnight  courier with  written  verification  of receipt,  or (iv)
mailed  postage  prepaid  by  certified  or  registered  mail,   return  receipt
requested,  to the party to be notified,  at the address set forth below,  or at
such other place of which the other party has been notified in  accordance  with
the  provisions  of this  Section 11. Such notice will be treated as having been
received upon actual receipt

                             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

<PAGE>

                             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

                             If to Escrow Agent:

                             Greater Bay Trust Company
                             400 Emerson Street
                             Palo Alto, California 94301
                             Attention: Anna Paiva
                             Telecopy: (650) 473-1326


         12.  Seller  Covenant  to  Perpetuate  During  the Term of this  Escrow
Agreement.  Seller agrees not to dissolve or otherwise cease to exist as a legal
entity during the pendency of this Escrow Agreement.

         13.      General.

(a) Governing  Law. It is the intention of the parties  hereto that the internal
laws of the State of California (without regard to its choice of law principles)
shall govern the validity of this Agreement,  the  construction of its terms and
the  interpretation  and  enforcement  of the rights  and duties of the  parties
hereto.  

(b)  Binding  upon  Successors  and  Assigns.  Subject  to, and unless otherwise
provided in, this  Agreement,  each and all of the covenants, terms, provisions,
and agreements contained herein shall be binding upon, and inure to  the benefit
of, the permitted  successors, executors, heirs, representatives, administrators
and  assigns  of the  parties  hereto.  

(c)  Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be an  original as against any party whose signature appears
thereon and all of which together  shall constitute one and the same instrument.
This Agreement shall become  binding  when  one  or  more  counterparts  hereof,
individually or taken together,  shall bear the signatures of all of the parties
reflected  hereon as signatories.  

<PAGE>

(d) Entire  Agreement. Except as set forth in the Asset Purchase Agreement, this
Agreement,  the documents  referenced in this Agreement and the exhibits to such
documents  constitute the  entire  understanding  and  agreement  of the parties
hereto with  respect to the subject matter  hereof and thereof and supersede all
prior  and   contemporaneous   agreements   or   understandings, inducements  or
conditions,  express  or  implied,  written  or  oral,  between the parties with
respect  hereto and thereto. The express terms hereof  control and supersede an
course of performance or usage of the trade  inconsistent with any of  the terms
hereof.  

(e)  Conflicts.   In  the event of  any conflict  or inconsistency  between  the
terms of this Agreement and the terms of the Asset Purchase Agreement, the terms
of this Agreement shall control.  

(f) Waivers. No waiver by any  party hereto of any condition or of any breach of
any provision of this  Agreement will be effective  unless in writing. No waiver
by any party of any such  condition  or  breach,  in any one  instance,  will be
deemed to be a further or continuing waiver of any such condition or breach or a
waiver of any other  condition  or  breach  of  any  other  provision  contained
herein.  

(g) Amendment.  This Agreement  may be  amended  with  the  written  consent  of
Purchaser, the Escrow  Agent and the  Seller, provided  that if the Escrow Agent
does not agree to  an  amendment  agreed  upon  by  Purchaser  and  the  Seller,
Purchaser  will appoint a  successor  Escrow  Agent in  accordance  with Section
10 above.  

(h)
Additional Agreements; Reasonable Efforts. Each of the parties agrees to use all
reasonable efforts to take, or cause to be taken, all action and to do, or cause
to be done, all things necessary,  proper or advisable under applicable laws and
regulations to consummate and make effective the  transactions  contemplated  by
this Agreement.

<PAGE>

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.

                                  ESCROW AGENT:

                                  By: /s/ Anna Paiva  
                                  Name: Anna Paiva  
                                  Title: Escrow Agent 

                                  PURCHASER:

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

                                  SELLER:

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