AFFILIATE AGREEMENT





        THIS AFFILIATE AGREEMENT (this "Agreement") is made and entered into as

of January 23, 2001 by and between Proxim, Inc., a Delaware corporation

("Parent"), and the undersigned stockholder (the "Affiliate"), who may be deemed

an affiliate of Netopia, Inc., a Delaware corporation (the "Company"), under

applicable law.



                                    RECITALS:



        A. Parent, the Company and Merger Sub (as defined below) have entered

into an Agreement and Plan of Merger and Reorganization (the "Reorganization

Agreement") which provides for the merger (the "Merger") of a wholly-owned

subsidiary of Parent ("Merger Sub") with and into the Company, pursuant to which

all outstanding capital stock of the Company (the "Company Capital Stock") will

be converted into the right to receive common stock of Parent. Capitalized terms

used but not otherwise defined herein shall have the respective meanings

ascribed thereto in the Reorganization Agreement.



        B. The Affiliate has been advised that the Affiliate may be deemed to be

an "affiliate" of the Company, as the term "affiliate" is used for purposes of

Rule 144 and Rule 145 of the rules and regulations of the Securities and

Exchange Commission (the "Commission").



        C. The execution and delivery of this Agreement by the Affiliate is a

material inducement to Parent to enter into the Reorganization Agreement.



        NOW, THEREFORE, intending to be legally bound hereby, the parties hereto

hereby agree as follows:



        1. Acknowledgments by Affiliate. The Affiliate understands and hereby

acknowledges that the representations, warranties and covenants by the Affiliate

set forth herein shall be relied upon by Parent, the Company and their

respective affiliates and legal counsel, and that substantial losses and damages

may be incurred by such persons if the representations and warranties of the

Affiliate contained herein are inaccurate or if the covenants of the Affiliate

contained herein are breached. The Affiliate hereby represents and warrants to

Parent that the Affiliate has carefully read this Agreement and the

Reorganization Agreement and has discussed the requirements of this Agreement

with the Affiliate's professional advisors, who are qualified to advise the

Affiliate with regard to such matters.



        2. Application to Subsequently Acquired Shares. The Affiliate hereby

agrees that all shares of Company Capital Stock and common stock of Parent

("Parent Common Stock") acquired by the Affiliate subsequent to the date hereof

(including shares of Parent Common Stock acquired in the Merger) shall be

subject to the terms and conditions set forth in this Agreement as if held by

the Affiliate as of the date hereof.



        3. Compliance with Rule 145 and the Securities Act.



<PAGE>   2



               (a) The Affiliate understands and hereby acknowledges that the

Affiliate has been advised that (i) the issuance of shares of Parent Common

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