EXHIBIT 10.7(d)
                           NON-COMPETITION AGREEMENT

                  This  Non-Competition  Agreement  is entered into by and among
Netopia, Inc.  ("Netopia"),  Serus Acquisition Corp., a Delaware corporation and
wholly owned subsidiary of Netopia  ("Subsidiary") and Shayne McQuade ("Member")
as of December 16, 1998.

                                    RECITALS

                  A.  Pursuant to that certain  Asset  Purchase  Agreement  (the
"Asset Purchase  Agreement") dated as of December 16, 1998 by and among Netopia,
Subsidiary,   and  Serus  LLC,  a  Utah  limited  liability  company  ("Serus"),
Subsidiary will acquire substantially all of the assets,  properties, and rights
of Serus (the "Acquisition");

                  B.  Member  owns a  substantial  interest  in  Serus  (whether
through  outstanding  membership  interests  or options to  purchase  membership
interests), and as a participant in the LLC has gained substantial knowledge and
expertise in connection with Serus' products, organization and customers;

C. Netopia,  Subsidiary and Member  acknowledge  that it would be detrimental to
Subsidiary  and Netopia if Member were to compete with  Subsidiary or Netopia in
any part of the Business (as defined below) following the Acquisition;

                  D.       It is a condition  to the  obligation  of Netopia to 
consummate  the  Acquisition  that  certain  Members of Serus, including Member,
enter into this Agreement; and

                  E. As inducement to Netopia to consummate the Acquisition, and
in  consideration  of the  amounts  paid  to  Serus  under  the  Asset  Purchase
Agreement, Member desires to agree with Netopia as further provided herein;

                  NOW,  THEREFORE,  intending to be legally  bound  hereby,  the
parties hereto agree as follows:

ARTICLE I

                                 Non-Competition

1.1      Non-Competition.

(a) The parties  understand  and agree that this  Agreement  is entered  into in
connection with the Acquisition.  The parties further  understand and agree that
Member is a  participating  and key Member of Serus and that the  Acquisition is
contingent upon Member entering into this  Agreement.  In addition,  the parties
understand that prior to the  Acquisition,  Serus was engaged in the Business in
each of the fifty states of the United States (together with its territories and
possessions and the District of Columbia).  The parties further  understand that
Netopia is  currently  engaged in  business  in each of the fifty  states of the
United States. The United States and the regions set forth above shall hereafter
be  referred  to as the  "Geographic  Scope of the  Business.")  Member  further
acknowledges that Subsidiary and Netopia following the Acquisition will continue
conducting  such business in all parts of the Geographic  Scope of the Business.
The parties expressly acknowledge and agree that the non-competition  provisions
contained in this  Agreement are  permissible  and  enforceable  pursuant to the
provisions of applicable law.

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(b) For purposes of this  Agreement,  the  "Restricted  Period" shall be one (1)
year from the date of this Agreement. During the Restricted Period, Member shall
not either as an  individual  or as an  employee,  agent,  consultant,  advisor,
independent  contractor,  general partner,  officer or director,  shareholder or
investor of any person, firm,  corporation,  partnership or other entity without
the prior written consent of the Chief Executive Officer of Netopia:

(i)      Enter into or  engage in  the  business  of  developing,  marketing  or
         selling  browser  based web site editor products;

(ii)     Solicit  customers or business  patronage  which results in competition
         with Subsidiary or Netopia in the business of developing,  marketing or
         selling browser based web site editor products; or

(iii)    Promote  or  assist,   financially  or  otherwise,  any  person,  firm,
         association,  corporation,  or  other  entity  engaged  in  developing,
         marketing or selling browser based web site editor products; or

(iv)     Solicit  employees of Subsidiary or Netopia  engaged in the business of
         developing, marketing or selling browser based web site editor products
         to leave the employ of Subsidiary or Netopia.

                  Notwithstanding  the  foregoing,  Member may own,  directly or
indirectly,  solely as an  investment,  up to one  percent  (1%) of any class of
"publicly  traded  securities"  of any person or entity which owns a competitive
Business.  For the purposes of this  Paragraph  1.1, the term  "publicly  traded
securities"  shall mean  securities  that are  traded on a  national  securities
exchange or listed on the National  Association of Securities  Dealers Automated
Quotation System.

                  Further,  notwithstanding  the  foregoing,  Member will not be
prohibited from competing with Netopia or Subsidiary in the Geographic  Scope of
the Business, if Netopia or Subsidiary or any of their successors, or any entity
deriving  title to its good will or shares,  ceases to carry on a like  Business
therein.

1.2      Arbitration; Consent to Personal Jurisdiction.

(a) Any  controversy or claim arising out of or relating to this  Agreement,  or
the breach thereof, shall be settled in Oakland,  California,  by arbitration in
accordance  with the Commercial  Arbitration  Rules of the American  Arbitration
Association.  The decision of the  arbitrator  shall be final and binding on the
parties,  and judgment on the award rendered by the arbitrator may be entered in
any court  having  jurisdiction  thereof.  The  parties  hereby  agree  that the
arbitrator shall be empowered to enter an equitable  decree  mandating  specific
enforcement  of the terms of this  Agreement.  Subsidiary  (or  Netopia  if then
employing  Member) and Member  shall share  equally all fees and expenses of the
arbitrator;  provided,  however,  that  Subsidiary (or Netopia if then employing

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Member) or Member,  as the case may be,  shall bear all fees and expenses of the
arbitrator  and all of the legal fees and  out-of-pocket  expenses  of the other
party if the arbitrator  determines that the claim or position of Subsidiary (or
Netopia if then  employing  Member) or Member,  as the case may be, was  without
reasonable  foundation.  Member hereby consents to personal  jurisdiction of the
state and federal  courts  located in the State of California  for any action or
proceeding  arising  from or  relating  to this  Agreement  or  relating  to any
arbitration in which the parties are participants.

(b)  MEMBER  HAS  READ  AND  UNDERSTANDS   THIS  SECTION  1.2,  WHICH  DISCUSSES
ARBITRATION. MEMBER UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, MEMBER AGREES TO
SUBMIT  ANY CLAIMS  ARISING  OUT OF,  RELATING  TO, OR IN  CONNECTION  WITH THIS
AGREMEENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR
TERMINATION  THEREOF TO BINDING  ARBITRATION,  AND THAT THIS ARBITRATION  CLAUSE
CONSTITUTES  A WAIVER  OF  MEMBER'S  RIGHT TO A JURY  TRIAL AND  RELATES  TO THE
RESOLUTION OF ALL DISPUTES RELATING TO THIS AGREEMENT.

1.3 Savings Clause. If any restriction set forth in Section 1.1 above is held to
be unreasonable or unenforceable, then Member agrees, and hereby submits, to the
reduction and limitation of such  prohibition to such area or period or business
as shall be deemed reasonable.

ARTICLE II

                                  Miscellaneous

2.1 Successors, Assigns. This Agreement shall be binding upon and shall inure to
the benefit of Netopia and its successors and assigns.  This Agreement  shall be
binding  upon  Member and shall  inure to his  benefit and to the benefit of his
heirs, executors,  administrators,  and legal representatives,  but shall not be
assignable by Member.

2.2 Entire  Agreement.  This Agreement  constitutes  the entire  agreement among
Netopia, Subsidiary and Member relating to the matters herein provided for. This
Agreement supersedes and replaces any prior verbal or written agreements between
the parties.  This  Agreement may be amended or altered only in a writing signed
by the Chief Executive Officer of Netopia and Member.

2.3  Applicable  Law;  Severability.  This  Agreement  shall  be  construed  and
interpreted  in  accordance  with the laws of the  State of  California  without
regard to conflicts of laws and principles.  Each provision of this Agreement is
severable  from the others,  and if any provision  hereof shall be to any extent
unenforceable  it  and  the  other  provisions   hereof  shall  continue  to  be
enforceable to the full extent allowable, as if such offending provision had not
been a part of this Agreement.

2.4  Proprietary   Information   Agreement.   Member  shall  execute   Netopia's
Proprietary  Information and Inventions  Agreement prior to becoming an employee
of Netopia or Subsidiary.

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                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
effective as of the date first written above.

SERUS ACQUISITION CORP.                                NETOPIA, INC.

By: /s/ James A. Clark                                 By: /s/ James A. Clark
Its: Secretary                                         Its: V.P. and CFO


                                                       MEMBER

                                                       Name: