AGREEMENT AND PLAN OF REORGANIZATION





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                               TABLE OF CONTENTS



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ARTICLE 1 CERTAIN DEFINITIONS..................................................1

ARTICLE 2 PLAN OF REORGANIZATION...............................................6

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF WEBORDER..........................13

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF NETOPIA AND SUB...................33

ARTICLE 5 PRE-CLOSING COVENANTS OF WEBORDER...................................36

ARTICLE 6 NETOPIA COVENANTS...................................................41

ARTICLE 7 CLOSING MATTERS.....................................................42

ARTICLE 8 CONDITIONS TO OBLIGATIONS OF WEBORDER...............................43

ARTICLE 9 CONDITIONS TO OBLIGATIONS OF NETOPIA................................45

ARTICLE 10 TERMINATION OF AGREEMENT...........................................48

ARTICLE 11 SURVIVAL OF REPRESENTATIONS, INDEMNIFICATION AND REMEDIES,

           CONTINUING COVENANTS...............................................48

ARTICLE 12 MISCELLANEOUS......................................................50



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                                LIST OF EXHIBITS



Exhibit A         Certificate of Merger

Exhibit B         Escrow Agreement



Exhibit C         Amended and Restated Certificate of Incorporation of Surviving

                  Corporation

Exhibit D         Bylaws of Surviving Corporation

Exhibit E         Investment Representation Letter

Exhibit F          Registration Rights Agreement

Exhibit G         Voting Agreement

Exhibit H         Matters to be Covered in the Opinion of Fenwick & West, LLP

Exhibit I         Matters to be Covered in the Opinion of Venture Law Group, LLP

Exhibit J         WebOrder Non-Competition Agreement

Exhibit K         WebOrder Earn-Out Performance Milestones

Exhibit L         Schedule of Incentive Payments to Certain WebOrder Employees

Section 9.15      Form of Offset Letter Agreement



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                      AGREEMENT AND PLAN OF REORGANIZATION



         THIS AGREEMENT AND PLAN OF REORGANIZATION (this "AGREEMENT") is made

and entered into as of February 22, 2000 (the "AGREEMENT DATE") by and among

Netopia, Inc., a Delaware corporation ("NETOPIA"), WO Merger Corporation, a

Delaware corporation that is a wholly-owned subsidiary of Netopia ("SUB"), and

WebOrder a California corporation ("WEBORDER").



                                    RECITALS



         A. The parties intend that, subject to the terms and conditions of this

Agreement, WebOrder will be merged with and into Sub in a forward triangular

merger, with Sub to be the surviving corporation of such merger, all pursuant to

the terms and conditions of this Agreement and applicable law. The parties also

intend for such merger to be treated as a "reorganization" under Section 368(a)

of the Internal Revenue Code of 1986, as amended (the "CODE"), and to be treated

as a "purchase" transaction for accounting purposes.



         B. Upon the effectiveness of the merger, (i) the common stock and

preferred stock of WebOrder that is outstanding immediately before the

effectiveness of the merger will be converted into shares of the common stock of

Netopia and the cash consideration provided for herein, (ii) the stock options

to purchase shares of WebOrder's common stock that are outstanding immediately

before the effectiveness of the Merger will become options to purchase shares of

the common stock of Netopia and (iii) WebOrder will be merged with and into Sub,

all as provided in this Agreement.



         C. Concurrently herewith, Netopia and certain stockholders of WebOrder

shall enter into the Voting Agreement and related Irrevocable Proxies (as

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