NON-QUALIFIED STOCK OPTION AGREEMENT
                                (Corrected Form)

     This  Non-Qualified  Stock  Option  Agreement is made as of this 7th day of
January,  1999 (which date is hereinafter referred to as the "Date of Grant") by
and among MICROTEST,  INC., a Delaware corporation  (hereinafter  referred to as
the "Company") and Vincent Hren (hereinafter referred to as "Officer").

                                    RECITALS

     A. From time to time, the Company grants stock options to key employees and
officers of the Company as an incentive to encourage  key employees and officers
to remain in its employment and to enhance the ability of the Company to attract
new employees and officers whose services are considered  unusually  valuable by
providing an  opportunity  to have a proprietary  interest in the success of the
Company; and

     B. The Compensation  Committee (the  "Committee") of the Company's Board of
Directors  believes that the granting of the Option herein  described to Officer
is consistent with the stated purposes for the grant of a stock option;

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and conditions
hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged,  the Company and Officer agree
as follows:

     1. Grant of Option.  The  Company  hereby  grants to Officer  the right and
option  (hereinafter  referred to as the  "Option")  to purchase an aggregate of
200,000 shares (such number being subject to adjustment as provided in paragraph
number 12 hereof) of  Microtest  Common  Stock  (the  "Stock")  on the terms and
conditions  herein set forth.  This Option may be  exercised in whole or in part
and from time to time only to the extent the Option is vested and as hereinafter
provided.

     2.  Vesting.  Subject  to  paragraph  13 below,  the  Option  shall vest as
follows:

          (a)  One-third  of the shares  shall vest twelve (12) months after the
     Date of Grant;

          (b) One-third of the shares shall vest  twenty-four  (24) months after
     the Date of Grant;

          (c)  One-third of the shares shall vest  thirty-six  (36) months after
     the Date of Grant;

     3. Purchase Price. The price at which Officer shall be entitled to purchase
the Stock  covered by the Option  shall be  $2.9375  per share (the Fair  Market
Value on the Date of Grant).

     4. Term of Option.  The Option hereby  granted shall be and remain in force
and effect for a period of ten (10)  years from the Date of Grant,  through  and
including  the  normal  close of  business  of the  Company  on  January 7, 2009
(hereinafter  referred  to  as  the  "Expiration  Date"),   subject  to  earlier
termination as provided in paragraphs 8 and 9 hereof.

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     5.  Exercise of Option.  The Option may be exercised by Officer at any time
and from time to time on or after  twelve (12) months and one day after the Date
of Grant, and through the Expiration Date as to all or any part of the shares of
the Stock then vested by  delivery to the Company of written  notice of exercise
and payment of the purchase price as provided in paragraphs 5 and 6 hereof.

     6. Method of Exercising Option. Subject to the terms and conditions of this
Option Agreement,  the Option may be exercised by timely delivery to the Company
of written  notice,  which notice shall be effective on the date received by the
Company (the "Effective  Date").  The notice shall state  Officer's  election to
exercise  the  Option,  the number of shares in respect of which an  election to
exercise has been made, the method of payment  elected (see paragraph 7 hereof),
the exact name or names in which the shares  will be  registered  and the Social
Security number of Officer. Such notice shall be signed by the Officer and shall
be accompanied by payment of the purchase price of such shares. In the event the
Option shall be exercised by a person or persons other than Officer  pursuant to
paragraph 9 hereof,  such notice shall be signed by such other person or persons
and shall be accompanied  by proof  acceptable to the Company of the legal right
of such person or persons to exercise  the Option.  All shares  delivered by the
Company upon  exercise of the Option as provided  herein shall be fully paid and
nonassessable upon delivery.

     7. Method of Payment for  Options.  Payment for shares  purchased  upon the
exercise of the Option shall be made by the Officer in cash or such other method
permitted  by the  Committee in its sole  discretion,  including  (i)  tendering
shares,  (ii) surrendering a stock award valued at Fair Market Value on the date
of  surrender,  (iii)  authorizing  a third  party  to  sell  the  shares  (or a
sufficient  portion  thereof)  acquired  upon  exercise  of a stock  option  and
assigning  the  delivery  to the  Company  of a  sufficient  amount  of the sale
proceeds to pay for all the shares acquired  through such exercise,  or (iv) any
combination of the above.  For purposes of this  Agreement,  "Fair Market Value"
means with respect to Stock or any other property, the fair market value of such
Stock or other property as determined by the Committee in its discretion,  under
one of the  following  methods:  (i) the  average of the  closing  bid and asked
prices for the Stock as reported on any  national  securities  exchange on which
the Stock is then listed  (which shall include the Nasdaq  National  Market) for
that date or, if no prices are so  reported  for that date,  such  prices on the
next  preceding  date for which closing bid and asked prices were  reported;  or
(ii) the price as determined by such methods or procedures as may be established
from time to time by the Committee.

     8.  Termination  of  Services.  In the event that  Officer's  services  are
terminated by the Company for any reason other than for Cause, as defined below,
then  Officer  may at any time  within  three (3)  months  next  succeeding  the
effective  date of such  termination  (or such later date as the  Committee  may
determine)  exercise  the Option to the extent  that  Officer  was  entitled  to
exercise the Option at the date of termination,  provided that in no event shall
the Option,  or any part thereof,  be exercisable  after the Expiration Date. If
Officer's  services are terminated for Cause, the Option shall lapse at the time
of such  termination.  For  purposes  of this  Agreement,  "Cause"  means if the
Committee, in its reasonable and good faith discretion,  determines that Officer
(i) has  developed or pursued  interests  substantially  adverse to the Company,
(ii) materially breached any employment, engagement or confidentiality agreement
or otherwise failed to satisfactorily discharge his or her duties, (iii) has not
devoted  all or  substantially  all of his or  her  business  time,  effort  and
attention  to the  affairs of the  Company  (or such  lesser  amount as has been
agreed to in writing by the  Company),  (iv) is convicted of a felony  involving
moral  turpitude,  or (v) has  engaged  in  activities  or  omissions  that  are
detrimental to the well-being of the Company.

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     9. Disability or Death of Officer.  In the event of the disability or death
of Officer,  the Option may be executed to the extent that  Officer was entitled
to exercise it at the time of such  event,  provided  that in no event shall the
Option,  or any part thereof,  be  exercisable  after the  Expiration  Date. The
Option may be  exercised at any time within 12 months (or such later date as the
Committee may determine),  by, as applicable,  the Officer,  the Officer's legal
representative  or  representatives,  by the person or persons entitled to do so
under  Officer's  last will and  testament  or, if the  Officer  fails to make a
testamentary disposition of such Option or shall die intestate, by the person or
persons entitled to receive such Option under the applicable laws of descent and
distribution.   The  Committee   shall  have  the  right  to  require   evidence
satisfactory  to it of the rights of any person or persons  seeking to  exercise
the Option under this paragraph 9 to exercise the Option.  The term "Disability"
shall mean any illness or other  physical or mental  condition of Officer  which
renders the Officer  incapable of performing  his customary and usual duties for
the Company, or any medically  determinable  illness or other physical or mental
condition  resulting from a bodily injury,  disease or mental  disorder which in
the  judgment of the  Committee  is  permanent  and  continuous  in nature.  The
Committee  may require such medical or other  evidence as it deems  necessary to
judge the nature and permanency of Officer's condition.

     10.  Nontransferability.  The Option granted by this Option Agreement shall
be exercisable only during the term of the Option provided in paragraph 4 hereof
and, except as provided in paragraphs 8 and 9 above,  only by Officer during his
lifetime and while an Officer of the Company. No right or interest of Officer in
the option may be pledged,  encumbered,  or  hypothecated  to or in favor of any
party other than the Company,  or shall be subject to any lien,  obligation,  or
liability of Officer to any other party other than the Company.

     11. Delivery of Shares. No shares of Stock shall be delivered upon exercise
of the Option until (i) the  purchase  price shall have been paid in full in the
manner herein provided;  (ii) applicable taxes required to be withheld have been
paid or withheld in full; (iii) approval of any governmental  authority required
in connection with the Option,  or the issuance of shares  thereunder,  has been
received by the  Company;  and (iv) if required  by the  Committee,  Officer has
delivered to the Committee an Investment Letter in form and content satisfactory
to the Company as provided in paragraph 14 hereof.

     12. Adjustments.  In the event a stock dividend is declared upon the Stock,
the  shares  of  Stock  then   subject   to  the  Option   shall  be   increased
proportionately  without any change in the aggregate purchase price therefor. In
the event the Stock shall be changed into or exchanged for a different number or
class  of  shares  of  Stock  or  of  another   corporation,   whether   through
reorganization,  recapitalization,  stock split-up, combination of shares, there
shall be substituted for each such share of Stock then subject to the Option the
number and class of shares of Stock into which each  outstanding  share of Stock
shall be so exchanged,  all without any change in the aggregate  purchase  price
for the shares then subject to the Option.

     13.  Change of Control.  Upon a Change of Control the Option shall vest and
become fully  exercisable.  For purposes of this Agreement,  "Change in Control"
means and includes each of the  following:  (i) there shall be  consummated  any
consolidation  or  merger  of the  Company  in  which  the  Company  is not  the
continuing  or surviving  entity,  or pursuant to which Stock would be converted
into cash, securities,  or other property, other than a merger of the Company in
which the holders of the Company's  Stock  immediately  prior to the merger have
the same proportionate ownership of beneficial interest of common stock or other
voting  securities of the surviving entity  immediately  after the merger;  (ii)
there shall be consummated any sale,  lease,  exchange or other transfer (in one
transaction  or a series of related  transactions)  of assets or  earning  power
aggregating  more than 40% of the assets or earning power of the Company and its
subsidiaries  (taken as a whole);  (iii) the  shareholders  of the Company shall

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approve any plan or proposal for liquidation or dissolution of the Company; (iv)
any person (as such term is used in Sections  13(d) and 14(d)(2) of the Exchange
Act) other than any employee  benefit plan of the Company or any  subsidiary  of
the Company or any entity  holding shares of capital stock of the Company for or
pursuant to the terms of any such employee  benefit plan in its role as an agent
or trustee for such plan,  shall become the beneficial owner (within the meaning
of  Rule  13d-3  under  the  Exchange  Act)  of 20%  or  more  of the  Company's
outstanding  Stock  or any  beneficial  owner  of 20% or more  of the  Company's
outstanding  Stock as of the Effective  Date of the  Microtest,  Inc.  Long-Term
Incentive Plan shall become the beneficial owner of 50% or more of the Company's
outstanding   Stock;  or  (v)  during  any  period  of  two  consecutive  years,
individuals  who were  directors of the Company at the  beginning of such period
shall fail to constitute a majority of the Company's Board of Directors,  unless
the election, or the nomination for election by the Company's  shareholders,  of
each new director was approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of the period.

     14.  Securities  Act.  The  Company  shall  have  the  right,  but  not the
obligation, to cause the shares of Stock issuable upon exercise of the Option to
be registered under the appropriate  rules and regulations of the Securities and
Exchange Commission.  The Company shall not be required to deliver any shares of
Stock  pursuant  to the  exercise  of all or any part of the  Option  if, in the
opinion of counsel for the Company,  such issuance  would violate the Securities
Act of  1933  or any  other  applicable  federal  or  state  securities  laws or
regulations.  The Committee  may require that Officer,  prior to the issuance of
any such shares  pursuant  to  exercise  of the Option,  sign and deliver to the
Company a written  statement  ("Investment  Letter") stating (i) that Officer is
purchasing  the  shares  for  investment  and  not  with a view  to the  sale or
distribution  thereof;  (ii) that Officer will not sell any shares received upon
exercise of the Option or any other  shares of the Company that Officer may then
own or  thereafter  acquire  except  either  (a)  through a broker on a national
securities  exchange or (b) with the prior written approval of the Company;  and
(iii)  containing such other terms and conditions as counsel for the Company may
reasonably require to assure compliance with the Securities Act of 1933 or other
applicable  federal or state  securities laws and  regulations.  Such Investment
Letter  shall be in form and content  acceptable  to the  Committee  in its sole
discretion.  If shares of Stock or other  securities  issuable  pursuant  to the
exercise of the Option have not been registered under the Securities Act of 1933
or other applicable federal or state securities laws or regulations, such shares
shall bear a legend restricting the transferability  thereof,  such legend to be
substantially in the following form:

     "The shares  represented by this  certificate  have not been  registered or
     qualified  under federal or state  securities  laws.  The shares may not be
     offered  for  sale,  sold,  pledged  or  otherwise  disposed  of  unless so
     registered  or  qualified,  unless  an  exemption  exists  or  unless  such
     disposition is not subject to the federal or state securities laws, and the
     availability  of any exemption or the  inapplicability  of such  securities
     laws must be  established  by an  opinion of  counsel,  which  opinion  and
     counsel shall both be reasonably satisfactory to the Company."

     15.  Federal and State  Taxes.  Upon  exercise  of the Option,  or any part
thereof, Officer may incur certain liabilities for federal, state or local taxes
and the Company  may be  required  by law to withhold  such taxes for payment to
taxing  authorities.  Upon  determination  by the Company of the amount of taxes
required  to be  withheld,  if any,  with  respect  to the  shares  to be issued
pursuant to the exercise of the Option,  Officer shall pay all Federal state and
local tax withholding  requirements by having the Company withhold Stock (to the
extent that Stock is issued pursuant to the Award) having a Fair Market Value on
the date that tax is to be determined equal to the tax otherwise  required to be
withheld.

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     16.   Administration.   This  Option   Agreement  shall  at  all  times  be
administered  by the  Committee  and  decisions of the majority of the Committee
with  respect  thereto and to this Option  Agreement  shall be final and binding
upon Officer and the Company.

     17.  Obligation  to Exercise.  Officer shall have no obligation to exercise
any option granted by this Agreement.

     18.  Disclaimer of all Employment  Terms.  Officer  acknowledges and agrees
that:  (i) he  serves  the  Company  at the  discretion  of  Company's  Board of
Directors,  and (ii) this Option  Agreement in no way  constitutes an employment
agreement  between  Officer  and  Company,  nor does he have such an  agreement.
Subject to the foregoing,  Officer agrees to be bound by all employment policies
and procedures of Company, including, but not limited to, the Company's Employee
Handbook.

     19.  Non-Competition.  In consideration of this Option  Agreement,  Officer
covenants and agrees that he will not,  during the term of his  employment  with
the Company and for one (1) year after any  termination of his services,  within
any jurisdiction in which the Company does business:

          (a) Directly or  indirectly  participate  or assist in the  ownership,
management,  operation or control of any business similar to or competitive with
Company; provided, however, that Officer may own, directly or indirectly, solely
as an  investment,  securities  of any person  which are traded on any  national
securities  exchange or in the over the  counter  market if Officer (x) is not a
controlling person of, or a member of a group which controls, such person or (y)
does not,  directly or indirectly,  own 1% or more of any class of securities of
such person; or

          (b) Directly or indirectly  solicit for  employment any person who is,
or within the six month period preceding the date of such  solicitation  was, an
employee of Company; or

          (c) Call on or directly or  indirectly  solicit or divert or take away
from Company any person, firm, corporation, or other entity who is a customer or
supplier of Company.

     20. Confidentiality and Nondisclosure.  It is understood that in the course
of Officer's term of service with Company,  Officer will become  acquainted with
Company Confidential  Information.  Officer recognizes that Company Confidential
Information  has been developed or acquired at great expense,  is proprietary to
Company, and is and shall remain the exclusive property of Company. Accordingly,
Officer agrees that he will not, without the express written consent of Company,
during  Officer's term of service with Company and thereafter or until such time
as  Company  Confidential   Information  becomes  generally  known,  or  readily
ascertainable  by proper  means,  by persons  unrelated to Company,  disclose to
others,  copy,  make any use of, or remove from  Company's  premises any Company
Confidential   Information,   except  as   Officer's   duties  for  Company  may
specifically  require.  For purposes of this  Agreement,  "Company  Confidential
Information" shall mean confidential,  proprietary  information or trade secrets
of Company  including without  limitation the following:  (1) customer lists and
customer information as compiled by Company,  including customer orders, product
usage, product volumes,  pricing,  customer technology,  sale and contract terms
and conditions,  contract expirations,  and other compiled customer information;
(2)  Company's  internal  practices  and  procedures;  (3)  Company's  financial
condition  and  financial  results of  operation  to the  extent  not  generally
available to the public; (4) supply of materials information,  including sources
and costs; (5) information relating

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to designs,  formulas,  developmental or experimental work, know-how,  products,
processes,  computer programs,  source codes, data bases,  designs,  schematics,
inventions,  creations,  original works of  authorship,  or other subject matter
related   to   Company's   research   and   development,   strategic   planning,
manufacturing,   engineering,   purchasing,   finance,   marketing,   promotion,
distribution,  and  selling  activities,  whether  now  existing,  or  acquired,
developed,  or  made  available  anytime  in the  future  to  Company;  (6)  all
information  which Officer has a reasonable  basis to consider  confidential  or
which is treated by Company  as  confidential;  and (7) any and all  information
having independent economic value to Company that is not generally known to, and
not readily  ascertainable  by proper means by, persons who can obtain  economic
value from its disclosure or use. Officer  acknowledges that such information is
Company  Confidential  Information whether disclosed to or learned by Officer or
originated  by  Officer  during  employment  by  Company.   In  the  event  that
information is not clearly and obviously  publicly  available,  all  information
about Company shall be presumed to be confidential.

     21. Reasonableness of Scope; Remedies. Officer acknowledges and agrees that
a breach by Officer of the  provisions  of Sections 19 and 20 of this  Agreement
will cause  Company  irreparable  injury and damage that cannot be reasonably or
adequately  compensated  by damages at law.  Officer  further  acknowledges  and
agrees  that he has  such  skills  and  abilities  that the  provisions  of this
Sections 19 and 20 will not prevent him from earning a living. Officer expressly
agrees that Company shall be entitled to injunctive or other equitable relief to
prevent a threatened  breach,  breach or  continued  breach of Sections 19 or 20
hereof in addition to any other remedies legally available to it.

     22. Arbitration. Any dispute between the parties, whether arising out of or
in connection  with this Agreement,  shall be determined by arbitration,  which,
other than the relief  provided  in  Section 21 hereof,  shall be the  exclusive
remedy of the parties. Any such dispute shall be submitted to and be resolved in
accordance  with  the  rules  and   regulations  of  the  American   Arbitration
Association.  The arbitration shall be held in Phoenix, Arizona. The arbitrators
shall state in writing the reasons for the award.  The  arbitrators  shall award
compensatory  damages to the prevailing  party.  The  arbitrators  shall have no
authority  to award  consequential  or punitive or  statutory  damages,  and the
parties hereby waive any claim to those damages to the fullest extent allowed by
law.

     23.   Governing  Law.  This  Option  Agreement  shall  be  interpreted  and
administered  under the laws of the State of Arizona  without regard to conflict
of law principles.

     24.  Amendments.  This Option  Agreement  may be amended  only by a written
agreement  executed  by  the  Company  and  Officer.  The  Company  and  Officer
acknowledge  that changes in federal tax laws enacted  subsequent to the Date of
Grant,  and  applicable  to stock  options,  may provide for tax benefits to the
Company or Officer.  In any such event,  the Company and Officer agree that this
Option  Agreement  may be amended as  necessary  to secure for the  Company  and
Officer any benefits that may result from such  legislation.  Any such amendment
shall be made only upon the mutual  consent of the  parties,  which  consent (of
either party) may be withheld for any reason.

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     IN WITNESS WHEREOF, the Company has caused this Option Agreement to be duly
executed  and  Officer  has  hereunto  set his or her hand as of the date  first
written above.


                                    MICROTEST, INC.


                                    By /s/ Dianne Walker
                                       --------------------------------------
                                       Chairman of the Compensation Committee


                                    OFFICER


                                    /s/ Vincent Hren
                                    -----------------------------------------
                                    Vincent Hren

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