EXHIBIT 10.14

                         1998 DIRECTOR COMPENSATION PLAN

                 ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION

                  1.1  Establishment  of the Plan.  Microtest,  Inc., a Delaware
           corporation  (the "Company"),  establishes the "Microtest,  Inc. 1998
           Director   Compensation   Plan"  (the  "Plan")  for  its  Nonemployee
           Directors,  as set forth in this  document.  The Plan sets  forth the
           Board  Compensation  payable  to  Nonemployee  Directors  and  grants
           Nonqualified Stock Options to Nonemployee  Directors,  subject to the
           terms below.

                           Subject to the approval of the Plan by the  Company's
           shareholders,  the Plan will  become  effective  January 1, 1998 (the
           "Effective  Date").  However,  Options granted under the Plan will be
           canceled if the Plan is not approved by the Company's shareholders at
           its  next  regularly  scheduled   shareholders'   meeting  after  the
           Effective Date.

                  1.2 Purpose of the Plan. The purpose of the Plan is to further
           the  Company's  short- and long-term  objectives  by  attracting  and
           retaining  the  services  of  Nonemployee  Directors  of  outstanding
           competence  and by linking  the  personal  interests  of  Nonemployee
           Directors to those of the Company's shareholders.

                  1.3 Duration of the Plan. The Plan will begin on the Effective
           Date and shall  remain in effect  until all Stock  under the Plan has
           been granted or purchased according to the Plan's provisions or until
           the Board of Directors  exercises  its right to  terminate  the Plan.
           However,  no Option may be granted under the Plan after  December 31,
           2007.

                     ARTICLE 2. DEFINITIONS AND CONSTRUCTION

                  2.1  Definitions.  Whenever  used in the Plan,  the  following
           terms shall have the meanings  set forth below and,  when the meaning
           is intended, the initial letter of the word is capitalized:

                  (a)  "Anniversary  Grant  Date"  means the date of the initial
           election or appointment  of a Nonemployee  Director to the Board and,
           thereafter,  the third  business day following the public  release of
           the Company's fiscal or quarterly  earnings  information  immediately
           following the third anniversary of the Nonemployee Director's initial
           election or appointment  and each successive  third year  anniversary
           thereafter.  For those  individuals who have completed three years of
           service as a  Nonemployee  Director as of the Effective  Date,  their
           Grant  Date  shall be the third  business  day  following  the public
           release of the
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           Company's fiscal year-end earnings information  immediately following
           the Effective Date.

                  (b) "Annual Grant Date" means the third business day following
           the  public  release  of  the  Company's  fiscal  year-end   earnings
           information.

                  (c)  "Annual  Retainer"  means the annual  fee  payable by the
           Company to a  Nonemployee  Director,  including  amounts  payable for
           service as a chairperson  of a committee of the Board,  but excluding
           Board and committee meeting fees.

                  (d)  "Board"  or  "Board  of  Directors"  means  the  Board of
           Directors of Microtest, Inc., and includes any committee of the Board
           of Directors  designated  by the Board to  administer  part or all of
           this Plan.

                  (e)  "Change  of  Control"  means  and  includes  each  of the
           following:

                  (1) any 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 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;

                  (2) 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);

                  (3) the  shareholders of the Company shall approve any plan or
           proposal for liquidation or dissolution of the Company;

                  (4) any  person  (as such  term is used in  Section  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,  becomes 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 shall becomes
           the  beneficial  owner  of 50% or more of the  Company's  outstanding
           Stock; or

                  (5) during any period of two  consecutive  years,  individuals
           who at the  beginning of such period fail to constitute a majority of
           the Board, unless the election, or the nomination for election by the
           Company's shareholders, of each
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           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.

                  (f) "Code" means the Internal Revenue Code of 1986, as amended
           from time to time.

                  (g) "Committee"  means the committee of the Board of Directors
           appointed by the Board to administer this Plan.

                  (h) "Company" means Microtest,  Inc., a Delaware  corporation,
           or any successor thereto as provided in Section 10.2 herein.

                  (i) "Exchange Act" means the Securities  Exchange Act of 1934,
           as amended from time to time, or any successor Act thereto.

                  (j) "Fair  Market  Value"  means the fair market value of such
           Stock as determined by the Board in its discretion,  under one of the
           following methods: (i) the closing price 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  price  is so  reported  for  that  date,  such  price on the next
           preceding date for which the closing price was reported;  or (ii) the
           price  as  determined  by  such  methods  or  procedures  as  may  be
           established from time to time by the Board.

                  (k)  "Nonemployee  Director"  means  any  individual  who is a
           member  of the  Board  of  Directors,  but  who is not  otherwise  an
           employee of the Company.

                  (l)  "Nonqualified  Stock Option" or "NQSO" means an option to
           purchase Shares, granted under Article 7, which is not intended to be
           an incentive stock option qualifying under Code Section 422.

                  (m)  "Option"  means a  Nonqualified  Stock  Option under this
           Plan.

                  (n) "Participant" means a Nonemployee  Director of the Company
           who has outstanding an award granted under the Plan.

                  (o)  "Stock"  means the shares of common  stock of  Microtest,
           Inc..

                  2.2 Gender and Number. Except where otherwise indicated by the
           context,  any  masculine  term used  herein  also shall  include  the
           feminine;  the plural  shall  include the  singular  and the singular
           shall include the plural.

                  2.3  Severability.  In the  event  that a court  of  competent
           jurisdiction determines that any portion of this Plan is in violation
           of any statute,  common law, or public policy, then only such portion
           shall be stricken. All portions of
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           this Plan that do not  violate  any  statute or public  policy  shall
           continue in full force and effect.


                            ARTICLE 3. ADMINISTRATION

                  3.1 The Committee. The Plan shall be administered by the Board
           or a Committee of two or more Nonemployee  Directors appointed by the
           Board to administer the Plan,  subject to the  restrictions set forth
           in  this  Plan.  Except  as  otherwise  provided,  reference  to  the
           Committee  shall  refer to the Board if the Board does not  appoint a
           Committee to administer the Plan.

                  3.2 Administration by the Committee.  The Committee shall have
           full power,  discretion,  and authority to interpret  and  administer
           this Plan in a manner which is consistent with the Plan's provisions.
           However,  in no event shall the Committee  have the power to take any
           action that would  result in the Plan not being  treated as a formula
           plan under Section 16 of the Exchange Act.

                  3.3 Decisions  Binding.  All  decisions  made by the Committee
           pursuant to the  provisions  of the Plan,  and all related  orders or
           resolutions of the Committee shall be final, conclusive,  and binding
           on all persons,  including the Company, its stockholders,  employees,
           Participants, and their estates and beneficiaries.

                      ARTICLE 4. SHARES SUBJECT TO THE PLAN

                  4.1 Number of Shares.  Subject to  adjustment  as  provided in
           Section 4.3 herein, the total number of shares of Stock available for
           grant under the Plan may not exceed 150,000.  The Stock issued may be
           authorized and unissued Stock or Stock reacquired by the Company,  as
           determined by the Committee.

                  4.2  Lapsed  Awards.  If any  Option  granted  under this Plan
           terminates,  expires,  or lapses for any reason, any Stock subject to
           purchase  pursuant to such Option  again shall be  available  for the
           grant under the Plan.

                  4.3  Adjustments  in  Authorized  Shares.  In the event of any
           merger, reorganization, consolidation,  recapitalization, separation,
           liquidation,  stock dividend,  split-up, Stock combination,  or other
           change in the corporate structure of the Company affecting the Stock,
           the number and/or type of Stock subject to any outstanding Award, the
           Option exercise price per share under any outstanding Option, will be
           automatically  adjusted so that the  proportionate  interests  of the
           Participants  will be  maintained  as before the  occurrence  of such
           event. Any adjustment pursuant to this Section 4.3 will be conclusive
           and binding for all purposes of this Plan.
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                    ARTICLE 5. ELIGIBILITY AND PARTICIPATION

                  5.1 Eligibility.  Persons eligible to participate in this Plan
           are limited to Nonemployee Directors.

                  5.2 Actual  Participation.  All eligible Nonemployee Directors
           shall  receive an Annual  Retainer  under Article 6 and shall receive
           grants of Options pursuant to Article 7.

                          ARTICLE 6. BOARD COMPENSATION

                  6.1  Annual  Retainer.  In  consideration  for  service on the
           Board,  each  Nonemployee  Director  shall be  entitled  to an Annual
           Retainer  equal to  $8,000  plus a $2,000  Annual  Retainer  for each
           committee  membership,  or such other amounts as determined from time
           to  time  by the  Board.  The  Annual  Retainer(s)  shall  be paid in
           quarterly  installments  provided  that the  Nonemployee  Director is
           providing  services  as a  member  of the  Board on such  date.  If a
           Nonemployee  Director  terminates  service on the Board  prior to the
           last day of a calendar  quarter,  the  Nonemployee  Director shall be
           entitled to receive a pro rata portion of his Annual  Retainer(s) for
           such quarter.

                  6.2 Board and Committee  Fees and Expenses.  Each  Nonemployee
           Director  shall be  entitled  to a fee equal to $1,500 for each Board
           meeting,  a fee equal to $1,000 for each Board committee meeting that
           is not in  conjunction  with a Board  meeting and a fee equal to $750
           for each telephonic Board or committee meeting attended. Such amounts
           may be  adjusted  from  time to time in the  Board's  discretion.  In
           addition,  the Company shall reimburse each Nonemployee  Director for
           reasonable   expenses  incurred  by  the  Nonemployee   Director  for
           traveling to and attending Board and Board committee meetings.

                  6.3  Method  of  Payment.  A  Nonemployee   Director's  Annual
           Retainer  shall be paid in cash.  The Board and Board  committee fees
           will be paid in cash promptly after such meetings.

                            ARTICLE 7. OPTION GRANTS

                  7.1 Annual Grant of Options.  Subject to the limitation on the
           number  of  shares  that  may  be  awarded  under  this  Plan,   each
           Nonemployee  Director  shall be granted an Option to  purchase  1,000
           shares of Stock on the Annual Grant Date  occurring in 1998 and 5,000
           shares  of Stock on each  Anniversary  Date  thereafter.  The  Option
           granted pursuant to this Section 7.1 shall be immediately  vested and
           exercisable as of the relevant Annual Grant Date.
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                  7.2 Anniversary Grant of Options. Subject to the limitation on
           the  number of shares  that may be  awarded  under  this  Plan,  each
           Nonemployee  Director  shall be granted an Option to purchase  10,000
           shares of Stock on each  Anniversary  Grant Date.  The Option granted
           pursuant to this Section 7.2 shall vest 25% on the Anniversary  Grant
           Date, 25% on the first anniversary of the Anniversary Grant Date, 25%
           on the second  anniversary  of the  Anniversary  Grant Date,  and the
           remaining 25% on the third  anniversary of the Anniversary Grant Date
           provided, however, that a Nonemployee Director shall not be permitted
           to exercise any Option  granted  under this Section 7.2 until he owns
           (beneficially  or otherwise)  5,000 shares of Stock other than shares
           of Stock subject to unexercised  options under this Plan or any other
           Company plan.

                  7.3  Individual  Award  Agreement.  Each Option grant shall be
           evidenced by an individual  agreement that will not include any terms
           or conditions that are inconsistent  with the terms and conditions of
           this Plan.

                  7.4 Option Price.  The purchase price per share  available for
           purchaser under an Option granted pursuant to this Article 7 shall be
           equal to the Fair Market Value on the Grant Date.

                  7.5 Duration of Options. Unless earlier terminated, forfeited,
           or  surrendered  pursuant  to a provision  of this Plan,  each Option
           granted  under this Article 7 shall  expire on the tenth  anniversary
           date of its grant.

                  7.6 Payment.  Options  shall be exercised by the delivery of a
           written  notice of exercise to the Secretary of the Company,  setting
           forth the number of shares with  respect to which the Option is to be
           exercised,  accompanied  by full  payment  for the Stock.  The Option
           price upon  exercise of any Option shall be payable to the Company in
           full  either:  (a) in cash or its  acceptable  equivalent,  or (b) by
           tendering previously acquired Stock having a Fair Market Value at the
           time of exercise  equal to the total Option price  (provided that the
           Stock tendered upon Option exercise have been held by the Participant
           for at least six (6)  months  prior to their  tender to  satisfy  the
           Option  price),  or (c) by a combination of (a) and (b). The proceeds
           from  such a  payment  shall  be added  to the  general  funds of the
           Company and shall be used for general corporate purposes.

                  7.7  Restrictions  on  Share  Transferability.  To the  extent
           necessary to ensure that Options  granted under this Article 7 comply
           with applicable law, the Board shall impose restrictions on any Stock
           acquired  pursuant to the exercise of an Option under this Article 7,
           including, without limitation,  restrictions under applicable Federal
           securities  laws,  under the  requirements  of any stock  exchange or
           market upon which such Stock is then listed and/or traded,  and under
           any blue sky or state securities laws applicable to such Stock.
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                  7.8  Termination of Service on the Board of Directors.  If the
           service of a Participant on the Board terminates for any reason,  any
           outstanding  Options  that are not vested as of such  dated  shall be
           forfeited.  The Options that are otherwise exercisable as of the date
           of such  termination  shall be exercisable by the Participant for one
           year after such termination,  unless the Options expire earlier under
           Section 7.5.

                  7.9  Nontransferability  of Options.  No Option  granted under
           this  Article  7 may be  sold,  transferred,  pledged,  assigned,  or
           otherwise  alienated  or  hypothecated,  other than by will or by the
           laws of descent and distribution.  Further,  all Options granted to a
           Participant  under this Article 7 shall be exercisable  during his or
           her lifetime only by such Participant.

                          ARTICLE 8. CHANGE IN CONTROL

                  In the  event of a  Change  in  Control  of the  Company,  all
           Options  granted under this Plan that are still  outstanding  and not
           yet vested, shall become immediately vested and exercisable. Upon, or
           in  anticipation  of, such an event,  the  Committee  may cause every
           Option  outstanding  hereunder to terminate at a specific time in the
           future and shall give each  Participant the right to exercise Options
           during a period of time as the Committee shall  determine,  except in
           the event that the surviving or resulting entity agrees to assume the
           Options  on terms and  conditions  that  substantially  preserve  the
           Participant's rights and benefits of the Option then outstanding.

               ARTICLE 9. AMENDMENT, MODIFICATION, AND TERMINATION

                  9.1 Amendment,  Modification,  and Termination. The Board may,
           at any time and from time to time,  terminate,  amend or  modify  the
           Plan; provided, however that to the extent necessary and desirable to
           comply with any  applicable  law,  regulation or stock exchange rule,
           the Company shall obtain  shareholder  approval of any Plan amendment
           in such a manner and to such a degree as required.

                  9.2 Awards  Previously  Granted.  Unless  required  by law, no
           termination,  amendment,  or  modification  of this Plan shall in any
           manner  adversely  affect any Option  previously  granted  under this
           Plan,  without the written  consent of the  Participant  holding such
           Option.

                            ARTICLE 10. MISCELLANEOUS

                  10.1 Beneficiary Designation. Each Participant under this Plan
           may, from time to time,  name any beneficiary or  beneficiaries  (who
           may be named  contingently or successively) to whom any benefit under
           this  Plan is to be  paid  in the  event  of his or her  death.  Each
           designation will revoke all prior
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           designations by the same  Participant,  shall be in a form prescribed
           by the  Committee,  and  will be  effective  only  when  filed by the
           Participant in writing with the Committee during his or her lifetime.
           In the absence of any such designation,  benefits remaining unpaid at
           the Participant's death shall be paid to the Participant's estate.

                  10.2  Successors.  All  obligations  of the Company under this
           Plan, with respect to Options, cash or Stock granted hereunder, shall
           be binding on any successor to the Company,  whether the existence of
           such  successor  is the  result  of a direct  or  indirect  purchase,
           merger,  consolidation,  or otherwise, of all or substantially all of
           the business and/or assets of the Company.

                  10.3  Requirements  of Law. The granting of Options,  cash and
           Stock under the Plan shall be subject to all applicable laws,  rules,
           and regulations,  and to such approvals by any governmental  agencies
           or national securities exchanges as may be required.  Notwithstanding
           any other provision set forth in this Plan, the Committee may, at its
           sole  discretion,  terminate,  amend,  or modify this Plan in any way
           necessary to comply with the  applicable  requirements  of Rule 16b-3
           promulgated by the Securities and Exchange  Commission as interpreted
           pursuant to no-action letters and interpretive releases.

                  10.4 Governing  Law. This Plan, and all agreements  hereunder,
           shall be governed by the laws of the State of Delaware.
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