EXHIBIT 10.15


                     RETIREMENT AGREEMENT AND MUTUAL RELEASE
                               OF RICHARD G. MEISE

This  Retirement  Agreement  and Mutual  Release is made and entered into by and
between RICHARD G. MEISE (hereinafter  referred to as "Employee") and MICROTEST,
INC.  (hereinafter  referred to collectively with all of its subsidiaries (where
appropriate) as the "Company").

In consideration of the acts,  payments,  covenants and mutual agreements herein
described and agreed to be performed, Employee and the Company agree as follows:

1.   Retirement  of  Employment - Employee  retires his position as Chairman and
     CEO of the Company and all  subsidiaries,  effective  January 18, 1999.  He
     will remain an outside director until the annual meeting of stockholders of
     the Company held in 1999, his  resignation as a director to be effective at
     such time.

2.   Consulting Services - Upon reasonable request of the Board or CEO, employee
     agrees to render  consulting  services  to the  Company for the period from
     January 18, 1999 through January 1, 2001. However, after April 30, 1999 the
     Employee  shall not have to consult for more than 5 days a month or 16 days
     a  quarter,  and  consulting  services  shall be  rendered  at  reasonable,
     mutually agreed upon times. In the event  additional time is required after
     April 30, 1999 the Company shall pay the Employee $1,000 per diem.

     Among other things,  Employee may be asked to assist in the potential  sale
     of the  Company's  connectivity  product line. In the event of such a sale,
     Employee  would not be  entitled to any fee or payment  (additional  to the
     payments described herein) for such assistance.

3.   Payments  - The  Company  shall  pay to  Employee  $100,000  per annum as a
     consulting fee through January 1, 2001, payable in bi-weekly  installments.
     Employee shall be responsible for all income taxes,  self-employment  taxes
     and similar  obligations  with respect to any payments made hereunder,  and
     shall defend,  indemnify  and hold harmless the Company and the  affiliated
     persons  enumerated  in  Paragraph  5 below  against  any tax  liabilities,
     payments, interest and penalties and related attorneys' fees and costs that
     may arise therefrom.

4.   Benefits and Options -

     a.   Effective  January  18,  1999,  Employee  shall be entitled to medical
          insurance  benefits to the extent  provided to  executive  staff.  The
          Company shall pay for these benefits through February 2001.

     b.   The  Company  has  granted to  Employee  options to acquire  shares of
          Common  Stock.  The Company  agrees that the options will  continue to
          vest  through  January 27, 1999 and each party  agrees that as of such
          date  Employee  will have 190,164  shares of common stock  purchasable
<PAGE>
          pursuant to vested  options.  The Company further agrees to extend the
          exercise  period for vested  options  through  February 28, 2001.  All
          other options shall terminate.

     c.   The Company  will  provide to the  Employee  the current  laptop he is
          using as well as his cell phone and reimburse him for business-related
          charges through January 1, 2001.

5.   Release  and  Covenant  Not  to Sue -  Employee  hereby  forever  releases,
     discharges,  cancels,  waives, and acquits for himself,  his spouse and his
     heirs,  executors,  administrators and assigns, the Company and any and all
     of its affiliates,  subsidiaries,  corporate  parents,  agents,  directors,
     officers, owners, employees, attorneys, successors and assigns, of and from
     any and all rights, claims, demands, causes of action, obligations damages,
     penalties,  fees, costs,  expenses, and liability of any nature whatsoever,
     whether in law or equity,  which  Employee has, had or may  hereafter  have
     against  them,  or any of them  arising out of, or by reason of, any cause,
     matter,  or thing  whatsoever  existing as of the date of  execution of the
     Agreement,  WHETHER  KNOWN TO THE PARTIES AS THE TIME OF  EXECUTION OF THIS
     AGREEMENT OR NOT, other than for breach of this Agreement.

     This FULL WAIVER OF ALL CLAIMS  includes,  without  limitation,  attorney's
     fees, any claims,  demands, or causes of action arising out of, or relating
     in any manner whatsoever to the employment and/or retirement of Employee by
     the  Company,  such as, BUT NOT LIMITED TO, any charge,  claim,  lawsuit or
     other  proceeding  arising under the Civil Rights Act of 1866,  1964, 1991,
     Title VII as amended by the Civil Rights Acts of 1991, the  Americans  with
     Disabilities  Act, the Age  Discrimination  in Employment  Act (ADEA),  the
     Labor  Management  Relations  Act (LMRA),  the Employee  Retirement  Income
     Security Act (ERISA), the Consolidated  Omnibus Budget  Reconciliation Act,
     the Fair Labor Standards Act (FLSA),  the Equal Pay Act, the Rehabilitation
     Act of 1973, the Arizona Civil Rights Act, the Family and Medical Leave Act
     of 1993,  Worker's  Compensation  Claims,  or any other federal,  state, or
     local statute, or any contract, agreement, plan or policy. Employee further
     covenants  and agrees not to  institute,  nor cause to be  instituted,  any
     legal  proceeding,  including  filing  any  claim  or  complaint  with  any
     government agency alleging any violation of law or public policy or seeking
     worker's  compensation,  against  the  Company  and/or  any  and all of its
     affiliates,  subsidiaries,  corporate parents, directors, agents, officers,
     owners, employees,  successors and assignees premised upon any legal theory
     or claim whatsoever, including without limitation, contract, tort, wrongful
     discharge, personal injury, interference with contract, breach of contract,
     defamation, negligence, infliction of emotional distress, fraud, or deceit,
     except to enforce the terms of this Agreement.

     Employee  acknowledges  that the  considerations  afforded  him under  this
     Agreement,   including  the  payments  and   considerations   described  in
     Paragraphs  3 and 4 above,  are in full and  complete  satisfaction  of any
     claims  Employee  may  have,  or may  have  had  relating  to the  Company,
     including  any  arising  out of his  employment  with the  Company  (or any
     subsidiary) or the retirement therefrom.

     Company hereby forever releases,  discharges,  cancels, waives, and acquits
     Employee of and from any and all rights, claims, demands, causes of action,
     obligations,  damages,  penalties,  fees, costs, expenses, and liability of
     any nature whatsoever,  whether in law or equity,  which Company has had or
<PAGE>
     may  hereafter  have against him from the date of this  Agreement,  WHETHER
     KNOWN OR UNKNOWN TO THE PARTIES AT THE TIME OF EXECUTION OF THIS AGREEMENT,
     other  than for  breach of this  Agreement,  and  except  for any action or
     omission  as  to  which  the   Employee  is  not   entitled  to   mandatory
     indemnification  under section 145 of the Delaware Corporate Code, or as to
     any  matter  set  forth in  section  102(b)(7)(i)  to (iv)  thereof  (as if
     Employee were a director).

6.   Time  Period  of   Considering  or  Canceling  This  Agreement  -  Employee
     acknowledges  that he has  been  offered  a  period  of  time  of at  least
     twenty-one (21) days to consider  whether to sign this Agreement,  which he
     hereby  waives,  and the  Company  agrees  that  Employee  may cancel  this
     Agreement at any time during the seven (7) days following the date on which
     this Agreement has been signed by all parties to this  Agreement.  In order
     to cancel or revoke this  Agreement,  Employee  must  deliver to the Dianne
     Walker at 3086 Fairway Hills Court,  Park City,  Utah 84060 written  notice
     stating  that  Employee is canceling or revoking  this  Agreement.  If this
     Agreement is timely  canceled or revoked,  none of the  provisions  of this
     Agreement  shall be effective or  enforceable  and the Company shall not be
     obligated to make the payments to Employee or to provide  Employee with the
     other benefits described in this Agreement.

7.   Confidentiality  - Employee and the Company agree to maintain in confidence
     the terms and existence of this Agreement and the  discussions  that led to
     its  creation  and  execution,  with the  exception  that the  Company  may
     disclose this Agreement and its terms to the extent required or appropriate
     under applicable  securities  exchange or other laws or regulations and the
     Employee may disclose such matters to any attorney who is providing  advice
     to Employee,  to any accountant or federal or state tax agency for purposes
     of  complying  with any tax laws,  or as otherwise  required by law.  These
     obligations,  as well as the duties  imposed  upon  Employee  by law or the
     confidentiality  agreement  that the  Employee  has  entered  into with the
     Company  attached as Exhibit  "A",  shall  continue  during and survive the
     termination  of  Employee's   employment   (including  as  a  director  and
     consultant).

8.   Non-Competition  - Employee  covenants and agrees that he will not,  during
     his employment as a consultant and service as a director of the Company and
     for  one  (1)  year  after  termination  of  both  capacities,  within  any
     jurisdiction in which the Company does business:

      (i)   Directly or indirectly  participate  in or assist in the  ownership,
            management,  operation  or  control  of any  business  similar to or
            competitive with the Company;  PROVIDED,  HOWEVER, that Employee 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 Employee (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

      (ii)  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 the Company; or

      (iii) Call on or  directly  or  indirectly  solicit or divert or take away
            from the Company any person, firm, corporation,  or other entity who
            is a customer or supplier of the Company.
<PAGE>
9.   Reasonableness of Scope; Remedies -

     a.   Employee  acknowledges  and agrees  that a breach by  Employee  of the
          provisions  of  Sections  7 and 8 of this  Agreement  will  cause  the
          Company  irreparable  injury and damage that cannot be  reasonably  or
          adequately   compensated   by   damages  at  law.   Employee   further
          acknowledges and agrees that he has such skills and abilities that the
          provisions  of this Sections 7 and 8 will not prevent him from earning
          a living. Employee expressly agrees that the Company shall be entitled
          to  injunctive  or other  equitable  relief to  prevent  a  threatened
          breach,  breach  or  continued  breach of  Sections  7 and 8 hereof in
          addition  to any other  remedies  legally  available  to it.  Employee
          further  agrees that the time  periods  described  in Sections 7 and 8
          shall be extended  for a period equal to the duration of any breach of
          this Agreement by Employee.

     b.   Employee  agrees that upon the  commencement by him of employment with
          any third party  during the period in which the terms of Sections 7 or
          8 hereof are in effect,  Employee shall promptly disclose to each such
          new employer the terms of Sections 7 and 8.  Employee  further  agrees
          and authorizes the Company to notify  others,  including  customers of
          the Company and any such future employers of Employee, of the terms of
          this Agreement and of Employee's obligations hereunder.

10.  Reliance - Employee  warrants and represents that: (i) he has relied on his
     own  judgment   regarding  the  consideration  for  and  language  of  this
     Agreement;  (ii) he has been given a reasonable  period of time to consider
     this  Agreement,  has been  advised  to  consult  with  counsel  of his own
     choosing before signing this  Agreement,  and has consulted with counsel or
     voluntarily  elected not to consult  with  independent  counsel;  (iii) the
     Company has not in any way coerced or unduly influenced him to execute this
     Agreement;  and  (iv)  this  Agreement  is  written  in a  manner  that  is
     understandable to him and he has read and understood all paragraphs of this
     Agreement.

11.  Nature  of the  Agreement  - This  Agreement  and all  provisions  thereof,
     including  all   representations   and  promises   contained  herein,   are
     contractual  and not a mere recital and shall  continue in permanent  force
     and effect.  Except as  provided in  paragraph  7,  above,  this  Agreement
     constitutes  the sole and entire  agreement  of the parties with respect to
     the  subject  matter   hereof,   superseding   all  prior   agreements  and
     understandings  between the  parties,  and there are no  agreements  of any
     nature  whatsoever  between the parties  hereto except as expressly  stated
     herein.  This  Agreement  may not be modified or changed  unless done so in
     writing,  signed by both  parties.  In the event  that any  portion of this
     Agreement  is found to be  unenforceable  for any  reason  whatsoever,  the
     unenforceable provision shall be considered to severable, and the remainder
     of the  Agreement  shall  continue  to be in full  force and  effect.  This
     Agreement shall be governed by and construed in accordance with the laws of
     the State of Arizona without regard to choice of law principles.

12.  No Admission of Liability - Nothing  contained in this  Agreement  shall be
     construed  in any  manner  as an  admission  by any  party  that  they have
     violated  any  statue,  law or  regulation,  or  breached  any  contract or
     agreement.
<PAGE>
13.  No  Disparagement  -  Employee  and the  Company  agree that as part of the
     consideration  for this Agreement,  neither party will make  disparaging or
     derogatory remarks,  whether oral or written,  about the other party or its
     subsidiaries, affiliates, officers, directors, employees or agents.


RICHARD G. MEISE                                              MICROTEST, INC.


/s/ Richard G. Meise                            By: /s/  Kent c. Mueller
-----------------------------                      -----------------------------

                                                Its:
-----------------------------                       ----------------------------

Dated:                                          Dated:
     ------------------------                         --------------------------