Accelerate Diagnostics, Inc – ‘DEFS14A’ for 10/23/96

On:  Wednesday, 10/23/96, at 4:08pm ET   ·   For:  10/23/96   ·   Accession #:  1000096-96-385   ·   File #:  333-12393   ·   Correction:  This Filing’s “Filed as of” Date was Corrected and “Changed as of” 1/24/97 by the SEC on 5/3/04. ®

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Definitive Proxy Solicitation Material — Special Meeting   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Definitive Proxy Solicitation Material -- Special     35    160K 
                          Meeting                                                

DEFS14A
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 PROXY STATEMENT
PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ______)
Filed by the Registrant     x                                                   
Filed by a Party other than the Registrant                                      
Check the appropriate box:                                                      
_____    Preliminary Proxy Statement                                            
_____    Confidential, for Use of the Commission Only (as permitted by          
Rule 14a-6(e)(2)                                              
_x___    Definitive Proxy Statement                                             
_____    Definitive Additional Materials                                        
_____    Soliciting Material Pursuant to Section 240.14a-11(c) or               
Section 240.14a-12                                            

ACCELR8 TECHNOLOGY CORPORATION
------------------------------
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):                              
_____    $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or            
14a-6(i)(2).                                                  
_____    $500 per each party to the  controversy  pursuant to Exchange  Act Rule
14a-6(i)(3).                                                  
_____    Fee computed on table below per Exchange Act Rules 14a-6(i)(4)and 0-11.
        (1)    Title of each class of securities to which transaction applies:
________ .                                      
     (2)    Aggregate number of securities to which transaction applies:
________ .                                      
         (3)    Per unit price or other underlying value of transaction computed
                pursuant  to  Exchange  Act Rule 0-11 (Set  forth the  amount on
                which  the  filing  fee  is  calculated  and  state  how  it was
determined):                                    
________ .                                      
(4)    Proposed maximum aggregate value of transaction:       
________ .                                      
(5)    Total fee paid:                                        
________ .                                      
_x__     Fee paid previously with preliminary materials.                        

_____    Check box if any part of the fee is offset as provided by              
    Exchange Act Rule 0-11(a)(2) and identify the filing for which the
      offsetting fee was paid previously.  Identify the previous filing by
        registration statement number, or the Form or Schedule and the date of
its filing.                                                   
(1)    Amount Previously Paid:                                
(2)    Form, Schedule or Registration Statement No.:          
(3)    Filing Party:                                          
(4)    Date Filed:                                            

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ACCELR8 TECHNOLOGY CORPORATION
 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
 TO BE HELD NOVEMBER 8, 1996

     Notice is hereby  given  that a Special  Meeting of the  Shareholders  (the
"Meeting")  of  Accelr8  Technology  Corporation,  a Colorado  corporation  (the
"Company"),  will be held at 2:30 P.M. on November 8, 1996, at the Warwick Hotel
at  1776  Grant  Street,  Denver,   Colorado  80203,  and  any  adjournments  or
postponements thereof (the "Special Meeting") for the following purposes:       

     1.   To adopt an amendment (the  "Amendment") to the Company's  Articles of
          Incorporation,  as amended,  (the  "Articles"),  which would  effect a
          reduction  in the  number of  authorized  shares of Common  Stock from
          55,000,000 shares to 11,000,000 shares, without having any effect upon
  the authorized, issued and outstanding shares of Common Stock.

     2.   To authorize  the Board of  Directors to effect a reverse  stock split
          (the "Reverse  Stock  Split") (any one falling  within a range between
          and including a one-for-three and a one-for-seven Reverse Stock Split)
          of  the  Company's   outstanding   Common  Stock,   depending  upon  a
          determination  by the Board of Directors that a Reverse Stock Split is
          in the best  interests of the Company and its  Shareholders  with such
          post-split shares of Common Stock being referred to herein as the "New
Common Stock."                                              

     3.   To approve and adopt an Incentive Stock Option Plan of the Corporation
          pursuant to which  options to purchase  Common Stock may be granted to
certain personnel of the Corporation.                       

     4.   To  approve  and  adopt  a  Nonqualified  Stock  Option  Plan  of  the
          Corporation  pursuant to which options to purchase Common Stock may be
          granted to certain personnel of the Corporation and others who are not
employed by the Corporation.                                

     5.   To act upon such other matters as may properly come before the Meeting
or any adjournments thereof.                                

     Only  Shareholders  of record at the close of business on October 21, 1996,
shall be entitled  to notice of and to vote at the  meeting or any  adjournments
thereof. All Shareholders are cordially invited to attend the Meeting in person.

                                By Order of the Board of Directors

                                     Thomas V. Geimer, Chairman of the Board
October 21, 1996                                                                
Denver, Colorado                                                                

IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WISH YOUR SHARES OF COMMON
STOCK TO BE VOTED,  YOU ARE  REQUESTED  TO SIGN AND MAIL  PROMPTLY  THE ENCLOSED
PROXY WHICH IS BEING  SOLICITED  ON BEHALF OF THE BOARD OF  DIRECTORS.  A RETURN
ENVELOPE  WHICH  REQUIRES NO POSTAGE IF MAILED IN THE UNITED  STATES IS ENCLOSED
FOR THAT PURPOSE.                                                               

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ACCELR8 TECHNOLOGY CORPORATION
303 East Seventeenth Avenue, Suite 108
Denver, Colorado 80203

 PROXY STATEMENT
Dated October 21, 1996

 SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 8, 1996

 GENERAL
 -------

     This Proxy  Statement  is being  furnished to the  shareholders  of Accelr8
Technology  Corporation,  a Colorado corporation (the "Company"),  in connection
with the  solicitation  of proxies by the Board of Directors of the Company (the
"Board of Directors") from holders (the "Shareholders") of outstanding shares of
common stock, no par value, of the Company (the "Common Stock"),  for use at the
Special Meeting of the Shareholders to be held at 2:30 P.M. on November 8, 1996,
at the Warwick  Hotel at 1776 Grant  Street,  Denver,  Colorado  80203,  and any
adjournments  or  postponements  thereof  (the  "Special  Meeting").  This Proxy
Statement,  Notice of Special Meeting of Shareholders and the accompanying Proxy
Card are first being mailed to shareholders on or about October 23, 1996.       

 VOTING SECURITIES AND VOTE REQUIRED
 -----------------------------------

     Only  Shareholders  of record at the close of  business on October 21 1996,
(the  "Record  Date") are entitled to notice of and to vote the shares of Common
Stock,  no par value, of the Company held by them on such date at the Meeting or
any and all adjournments  thereof.  As of the Record Date,  21,970,000 shares of
Common  Stock were  outstanding.  There was no other class of voting  securities
outstanding at that date.                                                       

     Each share of Common Stock held by a Shareholder  entitles such Shareholder
to one vote on each matter that is voted upon at the Meeting or any adjournments
thereof.                                                                        

     The  presence,  in person or by proxy,  of the holders of a majority of the
outstanding  shares of Common Stock is  necessary to  constitute a quorum at the
Meeting.  Assuming  that a quorum is present,  (i) the  affirmative  vote of the
holders of a majority of the shares of Common Stock outstanding will be required
to approve the amendment to the Company's Articles of Incorporation in which the
number of  authorized  shares of Common  Stock is  reduced  from  55,000,000  to
11,000,000; (ii) the affirmative vote of the holders of a majority of the shares
of Common Stock outstanding will be required to authorize the Board of Directors
to effect the Reverse Stock Split;  (iii) the affirmative vote of the holders of
a majority of the shares of Common  Stock voting at the Meeting will be required
to  approve  and adopt  the  proposed  Incentive  Stock  Option  Plan ; (iv) the
affirmative  vote of the  holders  of a majority  of the shares of Common  Stock
voting at the  Meeting  will be  required  to  approve  and  adopt the  proposed
Nonqualified Stock Option Plan.                                                 

     Abstentions and broker  "non-votes" will be counted toward  determining the
presence of a quorum for the transaction of business; however,  abstentions will
have the effect of a negative vote on the proposals being submitted. Abstentions
may be specified on all proposals.  A broker  "non-vote"  will have no effect on
the outcome of any of the proposals.                                            

     If the  accompanying  proxy is properly  signed and returned to the Company
and not revoked, it will be voted in accordance with the instructions  contained
therein. Unless contrary instructions are given, the persons designated as proxy
holders in the accompanying Proxy will vote "FOR" the amendment to the Company's

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Articles of  Incorporation  to reduce the number of authorized  shares of Common
Stock,  "FOR" the Reverse Stock Split,  "FOR"  approval of the  Incentive  Stock
Option Plan,  "FOR"  approval of the  Nonqualified  Stock  Option  Plan,  and as
recommended  by the Board of Directors with regard to any other matters or if no
such  recommendation is given, in their own discretion.  The Company's  officers
and  directors  have  advised the Company  that they intend to vote their shares
(including  those  shares  over  which  they hold  voting  power),  representing
approximately 30.81% of the outstanding shares of Common Stock, in favor of each
of the proposals  above.  Each Proxy granted by a Shareholder  may be revoked by
such  Shareholder  at any time  thereafter  by writing to the  Secretary  of the
Company prior to the Meeting, or by execution and delivery of a subsequent Proxy
or by attendance and voting in person at the Meeting, except as to any matter or
matters upon which, prior to such revocation, a vote shall be been cast pursuant
to the authority conferred by such Proxy.                                       

     The cost of soliciting these Proxies, consisting of the printing, handling,
and mailing of the Proxy and related  material,  and the actual expense incurred
by brokerage  houses,  custodians,  nominees and fiduciaries in forwarding proxy
materials to the beneficial  owners of the shares of Common Stock,  will be paid
by the Company.                                                                 

     In order to assure that there is a quorum,  it may be necessary for certain
officers,  directors, regular employees and other representatives of the Company
to solicit  Proxies by telephone or telegraph or in person.  These  persons will
receive no extra compensation for their services.                               

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
----------------------------------------
 OWNERS AND MANAGEMENT
 ---------------------

     The  following  table  sets  forth   information  as  of  the  Record  Date
concerning: (i) each person who is known by the Company to own beneficially more
than 5% of the Company's  outstanding  Common Stock;  (ii) each of the Company's
executive  officers,  directors  and key  employees;  and  (iii)  all  executive
officers and  directors  as a group.  Common  Stock not  outstanding  but deemed
beneficially  owned by virtue of the right of an  individual  to acquire  shares
within 60 days is treated as outstanding  only when  determining  the amount and
percentage  of Common  Stock  owned by such  individual.  Except as noted,  each
person or entity has sole voting and sole  investment  power with respect to the
shares shown.                                                                   

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                                                                [Download Table]


                                SHARES BENEFICIALLY OWNED                           
                                -------------------------                           

                                                   Amount and Nature of   Percent of
Name                        Position                Beneficial Ownership   Ownership
----                        --------                --------------------   ---------

                                                                                    
Thomas V. Geimer(1), (2)    Director and                5,000,000             18.68%
                            Executive Officer                                       

Harry J. Fleury(1), (3)     Executive Officer             575,000             2.59% 

Timothy Fitzpatrick(1),(4)  Key Employee                  500,000             2.23% 

Dr. Franz Huber(1),(4)      Key Employee                  500,000             2.23% 

Ken Haxby(1)                Key Employee                       --               --  

A. Alexander Arnold III(5)  Director                    4,900,000             22.30%
845 Third Ave., 6th Flr                                                             
New York, NY  10021                                                                 

David C. Wilhelm(6)         Director                    1,295,000              5.89%
3130 E. Exposition Street                                                           
Denver, CO 80209                                                                    

Solar Satellite             Shareholder                 2,110,600              9.61%
Communication, Inc.                                                                 
5650 Greenwood Plaza                                                                
Boulevard #107                                                                      
Englewood, CO 80111                                                                 

Officers and Directors                                 11,770,000             43.64%
as a Group (4 persons)                                                              


---------------------------------                                               
(1)  The address for Messrs. Geimer, Fleury, Fitzpatrick, Haxby and Huber is 303
E. 17th Ave., #108, Denver, CO 80203.                                 
(2)  Includes  4,800,000  shares  which  may be  purchased  by Mr.  Geimer  upon
exercise of his warrants and options.                                 
(3)  Includes  200,000 shares which may be purchased by Mr. Fleury upon exercise
     of certain options that he holds,  and does not include options to purchase
     an additional  200,000  shares which will vest at the time that the Company
     completes  its  pending  public  offering  or in the future if the  pending
public offering is not completed.                                     
(4)  Represents  500,000  shares  which  may be  purchased  by each  of  Messrs.
Fitzpatrick and Huber upon exercise of the options that they hold.    
(5)  Represents  4,900,000 shares held by four trusts.  Mr. Arnold merely serves
     as trustee for each of those trusts but is not a beneficiary  of and has no
pecuniary interest in any of those trusts.                            
(6)  Represents 1,295,000 shares held by the Jean C. Wilhelm Trust, of which Mr.
Wilhelm is the lifetime beneficiary and trustee.                      

BOARD COMMITTEES

     The Board of  Directors  maintains a  Compensation  Committee  and an Audit
Committee. The Compensation Committee is composed of Messrs. Arnold and Wilhelm,
the Company's non-management directors. The primary function of the Compensation
Committee is to review and make recommendations to the Board with respect to the
compensation, including bonuses, of the Company's officers and to administer the
Company's stock option plan. The Audit Committee is comprised of Messrs.  Arnold
and Wilhelm.  The  function of the Audit  Committee is to review and approve the
scope of audit procedures  employed by the Company's  independent  auditors,  to
review and  approve the audit  reports  rendered  by the  Company's  independent
auditors and to approve the audit fee charged by the independent  auditors.  The
Audit  committee  reports to the Board of Directors with respect to such matters
and recommends the selection of independent auditors.                           

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EXECUTIVE COMPENSATION

         Summary  Compensation  Table. The following table sets forth the annual
and long-term  compensation for services in all capacities to the Company in the
three fiscal years ended July 31, 1996, of Thomas V. Geimer and Harry J. Fleury,
who are the Company's most highly compensated  executive  officers,  and Timothy
Fitzpatrick, a key employee of the Company.                                     

                                                        [Enlarge/Download Table]

                                                                                       Long Term     
                                              Annual Compensation                    Compensation    
                           --------------------------------------------------------  -------------   
                                                                         Other        Number of      
Name and                   Fiscal                                        Annual        Options       
Principal Position         Year          Salary         Bonus          Compensation    Awarded       
------------------         ----          ------         -----          ------------  -------------   

                                                                                                     
Thomas V.  Geimer,         1996       $70,458          $37,500(1)         $   --       4,800,000(2)  
  Chief Executive Officer  1995       $64,250          $   --             $   --          --         
  and Chief Financial      1994       $62,130          $   --             $   --          --         
  Officer                                                                                            

Harry J. Fleury            1996       $61,000(3)       $10,331            $   --          --         
  President                1995       $50,846(3)       $  6,685                            400,000(4)
                           1994       $20,961          $     755                                     

Timothy Fitzpatrick        1996       $57,885          $44,030(5)         $   --                     
  Vice President           1995       $55,000          $23,657                                       
  Sales and Marketing      1994       $55,000          $17,832                                       


----------------------------                                                    
(1)  Represents  deferred  compensation for Mr. Geimer pursuant to the Company's
     deferred  compensation plan, $37,500 of which vested during the last fiscal
year, and $37,500 of which will vest during the current fiscal year.  
(2)  Represents stock options and warrants to purchase an aggregate of 4,800,000
     shares at an  exercise  price of $0.06 per share that were  extended  until
December 31, 1997.                                                    
(3)  Includes  sales  commissions  earned by Mr. Fleury on revenues from certain
international sales.                                                  
(4)  Grant of employee  stock option to purchase  400,000  shares at an exercise
     price of $0.09 per share,  200,000  of which are  vested and the  remaining
     200,000 of which will vest upon  completion of the pending public  offering
or in the future if that offering is not  completed.                  

(5)  Represents  sales  commissions  earned by Mr.  Fitzpatrick on revenues from
certain domestic sales.                                               

     Option/Warrant  Values.  The following table provides  certain  information
concerning the fiscal year end value of unexercised  options or warrants held by
Mr. Fleury and Mr. Geimer,  each of whom served as the Company's chief executive
officer during a portion of 1996, and for Mr. Fitzpatrick.                      

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                            Aggregated Option Exercises in 1996 Fiscal Year                               
                                   and Fiscal Year End Option Values                                      

                                                     Number of Unexercised        Value of Unexercised    
                     Acquired on      Value          Options at Fiscal Year      In-the-Money Options     
Name                 Exercise         Realized         End                       at Fiscal Year End (1)   
----                 -----------      ----------   --------------------------    -----------------------  
                                                      Exer-           Unexer-    Exer-           Unexer-  
                                                      cisable         cisable     cisable        cisable  

                                                                                                          
Harry J. Fleury          __                __         200,000(2)      200,000(2)   $  382,000     $382,000

Thomas V.  Geimer        __                __       4,800,000               0      $9,312,000            0

Timothy Fitzpatrick      __                __         500,000               0      $  955,000            0


------------------------------------                                            
(1)  Value calculated by determining the difference between the closing price of
     the Common  Stock on October 21,  1996 of $2.00 per share and the  exercise
     price of the options or warrants.  Fair market value was not discounted for
     restricted  nature of any stock  purchased on exercise of these  options or
warrants.                                                             
(2)  Mr.  Fleury's  options were granted on June 1, 1995. A total of 200,000 (or
     50%) of the options have vested and,  subject to his  continued  employment
     with the Company, the remainder of his options will vest upon completion of
     the pending  public  offering or if that  offering is not  completed in the
future.                                                               

COMPENSATION PURSUANT TO PLANS

     Employee  Retirement Plan. During fiscal year 1996, the Company established
a SARSEP-IRA  employee  pension  plan that covers  substantially  all  full-time
employees.  Under the plan,  employees  have the option to  contribute up to the
lesser  of  15%  of  their   compensation  or  $9,240.   The  Company  may  make
discretionary  contributions to the plan based on recommendations from the Board
of Directors.  For the year ended July 31, 1996, the Board did not authorize any
contributions.                                                                  

     Deferred  Compensation Plan. In January of 1996, the Company  established a
deferred  compensation  plan for the Company's  employees.  The Company may make
discretionary  contributions  to the plan  based upon  recommendations  from the
Board of Directors.                                                             

     Options and Warrants.  A total of 1,900,000  shares of the Company's Common
Stock,  no par value,  have been issued and  reserved  for issuance to employees
pursuant to the  Company's  existing  non-qualified  stock option plan.  Options
currently  outstanding  held by  certain  of the  Company's  current  and former
employees allow for the purchase of the Company's  restricted  Common Stock at a
price of $.09 per share.  According  to the  governing  option  agreements,  the
options  vest  every 12 months in  one-quarter  increments  of the total  amount
granted,  over a four-year  period  beginning on the date they are granted,  and
remain  exercisable  for three  years  following  the  original  date they vest.
Notwithstanding the foregoing,  the Company's Board of Directors during the 1994
fiscal year adopted a resolution providing that for so long as a recipient of an
option  grant  remains in the employ of the  Company,  the options held will not
expire and if the recipient's employment is terminated,  the holder will have up
to 90 days after  termination to exercise any vested but previously  unexercised
options.  All of the currently  outstanding options have vested,  except 200,000
options held by Mr. Fleury, the Company's current president,  and 50,000 options
held by Joseph  Steger,  which will fully vest upon  completion of the Company's
pending public offering or if that offering is not completed in the future.  All
options previously granted are administered by the Company's Board of Directors.
The options  provide for adjustment of the number of shares issuable in the case
of stock dividends or stock splits or  combinations  and adjustments in the case
of recapitalization, merger or sale of assets.                                  

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CERTAIN TRANSACTIONS

     During fiscal year 1996,  the Company  established a deferred  compensation
plan  for  the  Company's   employees.   The  Company  may  make   discretionary
contributions to the plan based on recommendations  from the Board of Directors.
As of July 31,  1996,  the  deferred  compensation  agreement  was funded in the
amount of $75,000 for Thomas V. Geimer,  and Mr. Geimer was vested in $37,500 of
this amount. The balance of $37,500 will vest during the current fiscal year.   

     There were no other  transactions or series of transactions  for the fiscal
year ended July 31, 1996 nor are there any currently proposed  transactions,  or
series of the same to which the Company is a party, in which the amount involved
exceeds  $60,000 and in which,  to the  knowledge of the Company,  any director,
executive  officer,  nominee,  five  percent  shareholder  or any  member of the
immediate  family  of the  foregoing  persons,  have or will  have a  direct  or
indirect material interest.                                                     

 COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     Mr.  Wilhelm,  a director of the  Company,  failed to file Form 4's for the
months of April,  May and July to report  purchases  of an  aggregate  of 85,300
shares in the open market.  The Company has received  representations  from each
other  person  that served  during  fiscal 1996 as an officer or director of the
Company  confirming  that there were no  transactions  that occurred  during the
Company's most recent fiscal year end which required the filing of a Form 5.    

PROPOSAL 1

 PROPOSED AMENDMENT TO THE ARTICLES OF
INCORPORATION TO DECREASE THE AUTHORIZED
SHARES OF COMMON STOCK

     The Board of Directors  has approved a resolution,  subject to  Shareholder
approval, to amend the Company's Articles of Incorporation to decrease the total
number of  authorized  shares of Common Stock from  55,000,000  shares of Common
Stock  to  11,000,000  shares  of  Common  Stock.  The  form of  amendment  (the
"Amendment")  to the  Articles  of  Incorporation  is attached as Exhibit A, and
reference is made to the Amendment for the complete terms thereof.              

     The Company's Articles of Incorporation currently authorize the issuance of
55,000,000  shares of Common  Stock,  no par value.  As of  September  30, 1996,
21,970,000  shares of Common Stock were issued and  outstanding.  The  Amendment
will not affect the number of shares of Common Stock issued and outstanding, but
will only  affect  the total  number of shares of Common  Stock  authorized  for
issuance by the Company.  The Board of Directors  believes that adoption of this
Proposal will increase acceptance of the Company's Common Stock by the financial
community and the investing public and, accordingly,  should enhance shareholder
value.                                                                          

     If  approved  by  the  Shareholders,  the  Amendment  to  the  Articles  of
Incorporation will decrease the Company's authorized capital stock to 11,000,000
shares of Common Stock from 55,000,000 shares of Common Stock.                  

     Approval of the Amendment requires the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock entitled to notice of, and to
vote at, the Special Meeting.  If the Amendment is approved by the Shareholders,
it will become  effective as of the date and time it is filed with the office of
the  Secretary  of  State  of  Colorado.  The  filing  will  be  made as soon as
practicable following the approval of the Amendment by the Shareholders.        

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Board Recommendation                                                            

     The  Board  recommends  a vote FOR the  adoption  of the  Amendment  to the
Company's  Articles of Incorporation to decrease the authorized shares of Common
Stock from 55,000,000 shares to 11,000,000  shares,  and each of the Resolutions
with respect thereto set forth in Exhibit A hereto.                             

PROPOSAL 2
PROPOSED REVERSE STOCK SPLIT

     The Board of Directors has authorized,  subject to Shareholder  approval, a
Reverse  Stock Split (any one  falling  within a range  between and  including a
one-for-three  and  a  one-for-seven  Reverse  Stock  Split)  of  the  Company's
outstanding  Common Stock that may be effected by the Board  depending on market
conditions.   The  intent  of  the  Reverse  Stock  Split  is  to  increase  the
marketability and liquidity of the Common Stock.                                

     If the Reverse Stock Split is approved by the  Shareholders at the Meeting,
it will be effected only upon a determination by the Board of Directors that the
Reverse  Stock  Split  is  in  the  best   interests  of  the  Company  and  the
Shareholders.  In connection with any determination by the Board of Directors to
such effect,  the Board will select in its  discretion the ratio for the Reverse
Stock Split which falls within a range between and including a one-for-three and
a one-for-seven Reverse Stock Split which, in the Board's judgment, would result
in the greatest  marketability  and  liquidity of the Common  Stock,  based upon
prevailing market  conditions,  the proposed public offering described below, on
the likely  effect on the market  price of the Common  Stock and other  relevant
factors.                                                                        

     If  approved  by the  Shareholders,  the  Reverse  Stock  Split will become
effective on any date (the "Effective  Date") selected by the Board of Directors
on or prior to December 31, 1997, upon filing the  appropriate  amendment to the
Company's  Articles of Incorporation with the Colorado Secretary of State. If no
Reverse Stock Split is effected by such date,  the Board of Directors  will take
action to abandon the Reverse Stock Split without  further  Shareholder  action.
The procedures for  consummation  of the Reverse Stock Split are attached hereto
as Exhibit B.                                                                   

Purposes And Effects Of The Reverse Stock Split                                 

     Consummation  of the  Reverse  Stock  Split  will not alter  the  number of
authorized shares of Common Stock, which will remain 11,000,000 shares (assuming
approval  of  Proposal 1 to reduce the  authorized  shares of Common  Stock from
55,000,000 shares to 11,000,000 shares).                                        

     On or about June 24, 1996, the Company entered into a letter of intent with
Janco  Partners,  Inc. (the  "Representative")  indicating the  Representative's
willingness to act on a firm commitment basis, and as managing underwriter, in a
proposed public offering by the Company (the "Public  Offering").  The letter of
intent contemplated that approximately 1,000,000 shares of Common Stock would be
sold by the Company at an offering  price  expected to be in a range of $5.50 to
$6.50 per share and, in an effort to establish a price within that range, it was
further contemplated that, prior to or concurrent with the effective date of the
registration statement,  the Company would complete a Reverse Stock Split of all
the issued and outstanding shares of Common Stock.                              

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     The Common  Stock is listed for trading on the Nasdaq  Electronic  Bulletin
Board under the symbol ACLY. On the Record Date,  the reported  closing price of
the Common Stock on the Nasdaq  Electronic  Bulletin  Board was $2.00 per share.
The Company also agreed with the Representative to use its best efforts to cause
its shares of Common  Stock to be approved  for  trading on the Nasdaq  National
Market System  ("NMS") and, if not approved for trading on NMS, then the Company
would be required to be approved for trading on The Nasdaq  SmallCap Market (the
"SmallCap  Market").  The Company  currently  does not qualify for  admission to
either the SmallCap  Market or NMS because its  per-share  price of $2.00 (as of
the close of trading on October 21, 1996) is below the $3.00 level  required for
admission to the SmallCap  Market or the $5.00 level  required for  admission to
NMS.  Further,  the Company's net tangible assets and  shareholders'  equity are
below the minimum requirements of $4,000,000 and $2,000,000,  respectively,  for
inclusion on the SmallCap Market.  The net tangible asset requirement for NMS is
$4,000,000,  and the  Company  does  not meet  this  requirement  at this  time.
Although,  the Company met the  additional  NMS  requirements  of pre-tax income
equal to or  greater  than  $750,000  and net income  equal to or  greater  than
$400,000 as of the end of its last fiscal  year,  the Company  does not meet the
minimum trading price requirement of $5.00 per share.  Management believes that,
assuming the Public Offering is successfully  completed under  substantially the
terms set forth in the  letter  of  intent,  the net  proceeds  realized  by the
Company  will be such that the Company  will  immediately  meet the net tangible
assets  requirement  imposed  by  both  the  SmallCap  Market  and  NMS  and the
shareholder  equity  requirement  imposed  by the  SmallCap  Market.  Management
intends to effect a Reverse  Stock Split at a level that is sufficient to enable
the Company to meet all  requirements  for admission into the SmallCap Market or
NMS.  However,  the Board will have the  discretion  to select the Reverse Stock
Split ratio,  and it is expected  that they will select a ratio that will likely
result in attaining  both of its goals of achieving a per-share  price in excess
of $5.00 and increasing the  marketability and liquidity of the Company's Common
Stock.                                                                          

     Additionally,  the Board believes that the current  per-share  price of the
Common Stock has limited the effective marketability of the Common Stock because
of the  reluctance  of many  brokerage  firms  and  institutional  investors  to
recommend  lower-priced  stocks  to their  clients  or to hold them in their own
portfolios.  Certain policies and practices of the securities  industry may tend
to discourage individual brokers within those firms from dealing in lower-priced
stocks. Some of those policies and practices involve  time-consuming  procedures
that make the handling of lower priced  stocks  economically  unattractive.  The
brokerage commission on a sale of lower-priced stock may also represent a higher
percentage  of the sale price than the  brokerage  commission on a higher priced
issue. Any reduction in brokerage  commissions  resulting from the Reverse Stock
Split  may be  offset,  however,  in whole or in part,  by  increased  brokerage
commissions  required to be paid by  stockholders  selling "odd lots" created by
such Reverse Stock Split.                                                       

     On the Record Date the number of record holders of the Common Stock was 139
and the  number of  beneficial  holders  of Common  Stock  was  estimated  to be
approximately  423. The Company does not anticipate that any Reverse Stock Split
will result in a significant  reduction in the number of such holders,  and does
not  currently  intend to effect any Reverse  Stock Split that would result in a
reduction  in the number of holders  large enough to  jeopardize  listing of the
Common  Stock on either  the  SmallCap  Market or NMS,  or the  Company's  being
subject to the periodic  reporting  requirements  of the Securities and Exchange
Commission.                                                                     

     The Reverse Stock Split would have the following effects upon the number of
shares of Common Stock outstanding (21,970,000 shares as of the Record Date) and
the number of authorized and unissued  shares of Common Stock  (assuming that no
additional  shares of Common  Stock are issued by the  Company  after the Record
Date and that the  Reverse  Stock  Split is  effected  and  without  taking into
account (i) any issuances of shares of Common Stock  contemplated  by the Public
Offering or (ii) any increase in the number of outstanding shares resulting from

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the  exercise  of  outstanding  options  and  warrants).  The Common  Stock will
continue to be no par value common stock following any Reverse Stock Split,  and
the number of shares of Common Stock outstanding will be reduced.  The following
examples are not exhaustive of all possible  Reverse Stock Splits that fall with
the Board approved range, and are only intended for illustrative purposes.      

Reverse Stock             Common Stock             Authorized and           
Split                  Outstanding          Unissued Common Stock   

1 for 3                    7,323,333             3,676,667              
1 for 5                    4,394,000             6,606,000              
1 for 7                    3,138,572             7,861,428              

     At  the  Effective  Date,  each  share  of  the  Common  Stock  issued  and
outstanding  immediately  prior  thereto  (the  "Old  Common  Stock"),  will  be
reclassified  as and  changed  into the  appropriate  fraction of a share of the
Company's Common Stock, no par value per share (the "New Common Stock"), subject
to the treatment of fractional share interests as described below. Shortly after
the Effective  Date, the Company will send  transmittal  forms to the holders of
the Old  Common  Stock  to be used in  forwarding  their  certificates  formerly
representing  shares  of  Old  Common  Stock  for  surrender  and  exchange  for
certificates  representing  whole shares of New Common Stock. No certificates or
scrip  representing  fractional  share interests in the New Common Stock will be
issued, and no such fractional share interest will entitle the holder thereof to
vote,  or to any rights of a  shareholder  of the  Company.  In lieu of any such
fractional  share interest,  each holder of Old Common Stock who would otherwise
be  entitled  to receive a  fractional  share of New  Common  Stock will in lieu
receive one full share upon surrender of certificates  formerly representing Old
Common Stock held by such holder.                                               

Federal Income Tax Consequences of the Reverse Stock Split                      

     The following is a summary of the material  federal income tax consequences
of the  proposed  Reverse  Stock  Split.  This  summary  does not  purport to be
complete and does not address the tax  consequences  to holders that are subject
to special tax rules, such as banks,  insurance companies,  regulated investment
companies,  personal holding  companies,  foreign  entities,  nonresident  alien
individuals,  broker-dealers and tax-exempt  entities.  This summary is based on
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations
and proposed regulations, court decisions and current administrative rulings and
pronouncements of the Internal Revenue Service ("IRS"), all of which are subject
to change,  possibly with  retroactive  effect,  and assumes that the New Common
Stock  will  be  held  as  a  "capital  asset"  (generally,  property  held  for
investment)  as defined in the Code.  Holders of Old Common Stock are advised to
consult their own tax advisers  regarding the federal income tax consequences of
the proposed  Reverse Stock Split in light of their personal  circumstances  and
the consequences under state, local and foreign tax laws.                       

     1.   The reverse  split will  qualify as a  recapitalization  described  in
Section 368(a)(1)(E) of the Code.                           

     2.   No gain or loss will be recognized  by the Company in connection  with
the reverse split.                                          

     3.   No gain or loss will be recognized by a shareholder  who exchanges all
          of his  shares of Old  Common  Stock  solely  for shares of New Common
Stock.                                                      

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     4.   The  aggregate  basis of the shares of New Common Stock to be received
          in the reverse split  (including any whole shares  received in lieu of
          fractional  shares)  will be the  same as the  aggregate  basis of the
shares of Old Common Stock surrendered in exchange therefor.

    5.  The holding period of the shares of New Common Stock to be received in
          the reverse  split  (including  any whole  shares  received in lieu of
          fractional  shares) will  include the holding  period of the shares of
Old Common Stock surrendered in exchange therefor.          

THE FOREGOING  SUMMARY IS INCLUDED FOR GENERAL  INFORMATION  ONLY.  ACCORDINGLY,
EACH HOLDER OF COMMON  STOCK OF THE COMPANY IS URGED TO CONSULT WITH HIS OWN TAX
ADVISER  WITH RESPECT TO THE TAX  CONSEQUENCES  OF THE  PROPOSED  REVERSE  STOCK
SPLIT, INCLUDING THE APPLICATION AND EFFECT OF THE LAWS OF ANY STATE, MUNICIPAL,
FOREIGN OR OTHER TAXING JURISDICTION.                                           

Board Recommendation                                                            

     The Board recommends a vote FOR the adoption of the Reverse Stock Split and
each of the resolutions with respect thereto set forth in Exhibit B hereto.     

PROPOSAL 3

THE INCENTIVE STOCK OPTION PLAN PROPOSAL

     The Board of  Directors  believes  that it is in the best  interests of the
Company  to adopt an  Incentive  Stock  Option  Plan  (the  "ISOP")  in the form
included  in Exhibit C attached  hereto,  which  provides  for the  granting  to
members of management  and  employees of the Company of incentive  stock options
(within the meaning of Section 422 of the Internal  Revenue Code) to purchase an
aggregate of not more than 700,000  shares (on a post Reverse Stock Split basis)
of the Common  Stock for the  purpose of  providing  members of  management  and
employees  of the Company  with a more direct stake in the future of the Company
and to encourage them to remain with the Company.  The following  summary of the
provisions of the ISOP is qualified in its entirety by express  reference to the
text of the ISOP attached as Exhibit C hereto.  Terms not  otherwise  defined in
this summary shall have the meaning given to them in the text of the ISOP.      

     Eligible  Employees and Reservation of Stock. All officers and employees of
the  Company  shall be  eligible  to  participate  in the ISOP.  The Board shall
reserve seven hundred thousand (700,000 on a Post-Reverse  Stock Split Basis) of
the  authorized  but unissued  shares of the Common Stock for issuance  upon the
exercise of the options.  Such number of shares shall be the aggregate number of
shares which may be issued under options granted pursuant to this ISOP; provided
that seven hundred  thousand shares shall be the number of shares  available for
issuance  under the ISOP after the Effective Date of the Reverse Stock Split set
forth in Proposal 2 above or if the  Reverse  Stock  Split is  abandoned  by the
Board.                                                                          

     Administration.   The  ISOP  shall  be  administered  by  the  Compensation
Committee  of  the  Board  or any  committee  of the  Board  performing  similar
functions,  as appointed from time to time by the Board (the  "Committee").  The
Committee  shall be  constituted  so as to permit  the ISOP to comply  with Rule
16b-3 promulgated by the Securities and Exchange  Commission (the  "Commission")
under the Securities  Exchange Act of 1934, as amended ("Rule 16b-3").  The ISOP
is intended to qualify and operate  pursuant to the  provisions of Rule 16b-3 as
in effect at this time or in compliance with any amendments adopted to that Rule
in  the  future  or in  compliance  with  any  successor  rule  adopted  by  the
Commission.                                                                     

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     The  Committee  shall  administer  the ISOP,  and shall have  discretionary
authority to (a)  determine  the persons to whom options  shall be granted,  (b)
determine  the quantity of shares to be included in each option,  (c)  interpret
the ISOP, and (d) promulgate such rules and  regulations  under the ISOP as they
may deem  necessary and proper.  Decisions  made by the  Committee  within their
discretionary  authority  shall be final and  conclusive  as to all  parties and
shall not be subject to review.                                                 

     Options, Grants, Term and Exercise. Upon the terms and conditions set forth
in the  ISOP,  the  Committee  may grant on behalf  of the  Company  options  to
purchase  shares  of  Common  Stock to  eligible  employees  ("Optionees").  The
exercise  price of each option  shall be not less than the fair market  value of
the Common Stock on the date of grant; provided,  however, that if the amount of
stock owned by the Optionee is more than ten percent (10%) of the total combined
voting  power of all  classes of capital  stock of the Company as of the date of
grant, the exercise price of each such option shall be not less than one hundred
ten percent  (110%) of the fair market  value of the Common Stock on the date of
grant.  Fair market  value for  purposes of ISOP shall be defined as the closing
bid price on the date of grant, or if there was no trading on the date of grant,
then the closing bid price on the last  trading date prior to the date of grant,
or, if none,  then the price of the last sale of stock,  or as determined by the
Committee.                                                                      

     The term of an option  shall be for a period of no more than ten (10) years
from the date of grant of such option, provided,  however, that if the amount of
stock owned by the Optionee is more than ten percent (10%) of the total combined
voting  power of all  classes of capital  stock of the Company as of the date of
grant the term of an Option shall be for a period of no more than five (5) years
from the date of grant of such Option.                                          

     An  Option  shall be  exercisable  in whole  or in part by  written  notice
delivered  to and  received by the  Secretary  of the  Company at its  principal
office,  any time during the term of the  option.  In no case,  however,  may an
option under this ISOP be exercised if there  remains on the date of exercise an
incentive  stock option which was granted  before the granting of such option to
such Optionee to purchase stock in the Company or in a corporation which (at the
time of the granting of such option) is a parent or  subsidiary  corporation  of
the Company, or in a predecessor corporation of any such corporations.          

     The notice shall among other things state the number of shares with respect
to which the option is being exercised, and shall be signed by the Optionee. The
option price shall be paid in cash, cash equivalents or secured notes acceptable
to the  Committee,  by  arrangement  with a broker  which is  acceptable  to the
Committee  where payment of the option price is made pursuant to an  irrevocable
direction to the broker to deliver all or part of the proceeds  from the sale of
the option  shares to the  Company,  by the  surrender of shares of common stock
owned by the  Optionee  exercising  the option and having a fair market value on
the date of exercise  equal to the option price,  or by the surrender of options
to purchase  Common  Stock  having a fair  market  value on the date of exercise
equal to the option price or in any combination of the foregoing.               

     In the event the Company or the  shareholders  of the Company enter into an
agreement to dispose of all or  substantially  all of the assets or stock of the
Company by means of a sale,  reorganization  or  liquidation,  or otherwise,  an
option shall become  immediately  exercisable with respect to the full number of
shares  subject to that option,  during the period  commencing as of the date of
such agreement and ending when the  disposition of assets or stock  contemplated
by the  agreement is  consummated  or the agreement is  terminated.  The Company
shall seek to notify Optionees in writing of any event which may constitute such
sale, reorganization, liquidation or otherwise.                                 

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     The option  shall not be exercised  at any time when its  exercise,  or the
delivery  of shares  referred  to in the  notice,  would,  in the opinion of the
Company, constitute the violation of any law, governmental regulation or ruling.
During the  Optionee's  lifetime,  the option shall be  exercisable  only by the
Optionee or, in the event of the Optionee's incapacity, by his guardian or other
legal representative.                                                           

     The exercise  price of all incentive  stock options  granted under the ISOP
must be equal to the fair  market  value of such  shares on the date of grant as
determined  by the  Committee,  based on guidelines  set forth in the ISOP.  The
exercise  price may be paid in cash or (if the ISOP shall meet the  requirements
of rules adopted under the Securities Exchange Act of 1934) in Common Stock or a
combination of cash and Common Stock.  The term of each option and the manner in
which it may be exercised  will be determined by the  Committee,  subject to the
requirement  that no option may be exercisable more than 10 years after the date
of grant. With respect to an incentive stock option granted to a participant who
owns more than 10% of the voting  rights of the  Company's  outstanding  capital
stock on the date of grant,  the  exercise  price of the option must be at least
equal to 110% of the fair  market  value on the date of grant and the option may
not be exercisable more than five years after the date of grant.                

     Options not  Transferable.  No option may be assigned or transferred  other
than by will or under the laws of descent and distribution,  and no option shall
be pledged or  otherwise  encumbered  or subject  to  execution,  attachment  or
similar legal process. In the event of the death of an Optionee,  his option may
be  exercised  during  its  term by the  person  designated  in the  will of the
Optionee,   or,  if  no   testamentary   disposition  was  made,  by  the  legal
representative  of the  Optionee,  within  one (1)  year  following  his  death;
provided,  however,  such option shall only be exercisable if it was exercisable
according to the terms hereof on the date of the Optionee's death. Any attempted
assignment,  transfer, pledge, hypothecation or other disposition of the option,
contrary to the  provisions  of this  Agreement,  or the levy of any  execution,
attachment  or  similar  process  upon  the  option,   shall  void  the  option.
Notwithstanding  the above,  any "derivative  security," as such term is defined
under Rule 16b-3,  issued under the ISOP shall be  transferable  by the Optionee
only to the  extent  such  transfer  is not or would not be  prohibited  by Rule
16b-3. In addition, the shares of Common Stock acquired upon exercise of options
granted pursuant to the ISOP shall not be transferable by the Optionee until six
months after the date of grant, unless the Committee consents to such transfer. 

Certain Federal Income Tax Consequences                                         

     The following  summary  generally  describes the principal federal (and not
state and local) income tax  consequences  of options granted under the ISOP. It
is general in nature and is not intended to cover all tax consequences  that may
apply to an ISOP  participant or to the Company.  The provisions of the Code and
the regulations  thereunder  relating to these matters ("Treasury  Regulations")
are  complex,  and  their  impact  in any case may  depend  upon the  particular
circumstances.  Each  holder of an  option  under the ISOP  should  consult  the
holder's own accountant,  legal counsel or other financial advisor regarding the
tax  consequences of  participation in the ISOP. This discussion is based on the
Code as currently in effect.                                                    

     If an  option  (whether  under  the  ISOP or the  NQSOP)  is  granted  to a
participant  in  accordance  with the terms of the ISOP or the NQSOP,  no income
will be recognized by such participant at the time the option is granted.       

     Generally,  on exercise of a non-statutory  option (i.e., an option granted
under the NQSOP), the amount by which the fair market value of the shares of the
Common Stock on the date of exercise  exceeds the purchase  price of such shares
will be taxable to the participant as ordinary  income,  and, in the case of any
employee,  the Company  will be required to withhold tax on the amount of income
recognized by the employee upon exercise of a non-statutory  option. Such amount
will be  deductible  for tax  purposes  by the  Company in the year in which the
participant  recognizes the ordinary income.  The disposition of shares acquired
upon  exercise of a  non-statutory  option  will result in capital  gain or loss
(long-term  or  short-term  depending on the  applicable  holding  period) in an
amount equal to the difference  between the amount realized on such  disposition
and the sum of the purchase price and the amount or ordinary  income  recognized
in connection with the exercise of the non-statutory option.                    

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     Generally,  on exercise of an option  granted  under the ISOP,  an employee
will  not  recognize  any  income  and the  Company  will not be  entitled  to a
deduction for tax purposes.  However,  the difference between the purchase price
and the fair market value of the shares of Common Stock  received ("ISO shares")
on the date of exercise will be treated as a positive  adjustment in determining
alternative  minimum  taxable  income,  which may  subject  the  employee to the
alternative  minimum tax ("AMT").  Upon the  disposition of the ISO shares,  the
employee will recognize  long-term or short-term capital gain or loss (depending
on the applicable  holding period) in an amount equal to the difference  between
the amount  realized on such  disposition and the purchase price of such shares.
Generally,  however, if the employee disposes of the ISO shares within two years
after  the date of  option  grant or  within  one year  after the date of option
exercise (a "disqualifying  disposition"),  the employee will recognize ordinary
income, and the Company will be entitled to a deduction for tax purposes for the
taxable year in which the disqualifying disposition occurs, in the amount of the
excess of the fair market  value of the shares on the date of exercise  over the
purchase price (or, if less, the amount of the gain on sale).  Any excess of the
amount  realized by the holder on the  disqualifying  disposition  over the fair
market  value of the shares on the date of exercise  of the ISO will  ordinarily
constitute  capital  gain.  If an option is exercised  through the use of Common
Stock  previously  owned by the employee,  such exercise  generally  will not be
considered a taxable  disposition of the  previously  owned shares and, thus, no
gain or loss will be recognized  with respect to such shares upon such exercise.
However,  proposed  Treasury  Regulations  would provide that, if the previously
owned shares are ISO shares and the holding period  requirement for those shares
was not  satisfied  at the time they were used to exercise  an option,  such use
would  constitute  a  disqualifying  disposition  of such  previously  owned ISO
shares,  resulting in the recognition of ordinary income (but not any additional
capital gain) in the amount  described  above.  If an otherwise  qualifying  ISO
first becomes  executable in any one year for shares having a fair market value,
determined  as of the date of the grant,  in excess of $100,000,  the portion of
the option in respect of such excess  shares will be treated as a  non-statutory
option.                                                                         

     Section 16(b) of the Securities Exchange Act of 1934, as amended, generally
requires  officers,  directors and 10%  stockholders  of the Company to disgorge
profits  realized by buying and selling the Company's  Common Stock within a six
month  period.  Consequently,  by  application  of  Code  Section  83  to  these
participants  who are subject to Section 16,  generally  the  relevant  date for
recognizing  and measuring the amount of ordinary  income in connection  with an
exercise of a  non-statutory  option (or AMT in the case of an ISO),  as well as
the relevant  date for  recognizing  and  measuring  the amount of an employee's
ordinary   income  and  the  Company's  tax  deduction  in  connection   with  a
disqualifying  disposition of ISO shares as discussed  above,  will be the later
of: (i) six months following the date of grant, and (ii) the date of exercise of
the option unless such participants elect otherwise under Code Section 83(b).   

     As of the date of this Proxy Statement,  no options have been granted under
the ISOP.                                                                       

Board Recommendation                                                            

     The Board  recommends  a vote FOR the  adoption  of the ISOP as included in
Exhibit C.                                                                      

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PROPOSAL 4

NON-QUALIFIED STOCK OPTION PLAN PROPOSAL

     The Board of Directors  also believes  that it is in the best  interests of
the Company to adopt a Non-Qualified Stock Option Plan (the "NQSOP") in the form
included in Exhibit D attached  hereto,  which provides for the grant of options
not considered  incentive stock options within the meaning of Section 422 of the
Internal  Revenue Code to purchase an aggregate of not more than 300,000  shares
(on a post Reverse Stock Split basis) of the Common Stock of the Company for the
purpose of providing certain key employees,  independent contractors,  technical
advisors and  directors of the Company  with options as  additional  rewards and
incentives for contributing to the success of the Company. The following summary
of the provisions of the NQSOP is qualified in its entirety by express reference
to the text of the ISOP  attached  as  Exhibit  D hereto.  Terms  not  otherwise
defined in this summary  shall have the meaning given to them in the text of the
NQSOP.                                                                          

     Eligible  Persons and  Reservation  of Stock.  Key  employees,  independent
contractors,  technical advisors and directors of the Company with the incentive
to contribute to the success of the Company shall be eligible to  participate in
the NQSOP. The Board shall reserve 300,000 (on a Post-Reverse Stock Split Basis)
of the authorized but unissued  shares of the Common Stock for issuance upon the
exercise of the options.  Such number of shares shall be the aggregate number of
shares  which  may be issued  under  options  granted  pursuant  to this  NQSOP;
provided  that  300,000  shares  shall be the  number  of shares  available  for
issuance under the NQSOP after the Effective Date of the Reverse Stock Split set
forth in Proposal 2 above or if the  Reverse  Stock  Split is  abandoned  by the
Board.                                                                          

     Administration.  The  NQSOP  shall  be  administered  by  the  Compensation
Committee  of  the  Board  or any  committee  of the  Board  performing  similar
functions,  as appointed from time to time by the Board (the  "Committee").  The
Committee  shall be  constituted  so as to permit the NQSOP to comply  with Rule
16b-3 promulgated by the Securities and Exchange  Commission (the  "Commission")
under the Securities Exchange Act of 1934, as amended ("Rule 16b-3").  The NQSOP
is intended to qualify and operate  pursuant to the  provisions of Rule 16b-3 as
in effect at this time or in compliance with any amendments adopted to that Rule
in  the  future  or in  compliance  with  any  successor  rule  adopted  by  the
Commission.                                                                     

     The Committee  shall  administer  the NQSOP,  and shall have  discretionary
authority to (a)  determine  the persons to whom options  shall be granted,  (b)
determine  the quantity of shares to be included in each option,  (c)  interpret
the NQSOP, and (d) promulgate such rules and regulations under the NQSOP as they
may deem  necessary and proper.  Decisions  made by the  Committee  within their
discretionary  authority  shall be final and  conclusive  as to all  parties and
shall not be subject to review.                                                 

     Options, Grants, Term and Exercise. Upon the terms and conditions set forth
in the  NQSOP,  the  Committee  may grant on behalf of the  Company,  options to
purchase shares of the Company's  common stock to any key employee,  independent
contractor,  technical  advisor  or  director  of  the  Company  or  any  of its
subsidiaries  hereinafter  organized or acquired (the  "Optionees").  The option
price for the Common  Stock to be issued  under the NQSOP may be  greater  than,
less than or equal to the market  value of the stock at the date of grant in the
discretion of the Committee ("Option Price").                                   

     The NQSOP shall become  effective upon its adoption by the Company's  Board
of  Directors  and by a  majority  of the  outstanding  security  holders of the
Company.  It shall continue in effect for a term of ten (10) years unless sooner
terminated.                                                                     

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     The number of shares  optioned to an Optionee shall be exercisable in whole
or in part at any time  during  the term of the  option.  An  option  may not be
exercised for fractional shares of the stock of the Company.                    

     In the event the Company or the  Shareholders  of the Company enter into an
agreement to dispose of all or  substantially  all of the assets or stock of the
Company by means of a sale, reorganization,  liquidation or otherwise, an Option
shall become  immediately  exercisable with respect to the full number of shares
subject to that  option,  during the  period  commencing  as of the date of such
agreement and ending when the disposition of assets or stock contemplated by the
agreement is consummated or the agreement is terminated.  The Company shall seek
to notify  Optionees  in writing of any event  which may  constitute  such sale,
reorganization, liquidation or otherwise.                                       

     An option may only be exercised  when written  notice of such  exercise has
been  given to the  Company  at its  principal  business  office  by the  person
entitled to exercise  the option and full payment for the shares with respect to
which the option is exercised has been received by the Company. The notice shall
state the number of shares with respect to which the option is being  exercised,
and shall among other things be signed by the  Optionee.  The Option Price shall
be paid in cash, cash  equivalents or secured notes acceptable to the Committee,
by arrangement  with a broker which is acceptable to the Committee where payment
of the Option Price is made pursuant to an  irrevocable  direction to the broker
to deliver all or part of the proceeds from the sale of the option shares to the
Company,  by the  surrender  of  shares of common  stock  owned by the  Optionee
exercising  the option and having a fair  market  value on the date of  exercise
equal to the option  price,  or by the  surrender of options to purchase  common
stock  having a fair market  value on the date of  exercise  equal to the option
price or in any  combination  of the  foregoing.  Until  the  issuance  of stock
certificates,  no right to vote or receive  dividends  or any other  rights as a
Shareholder shall exist with respect to the optioned shares  notwithstanding the
exercise of the Option.  Generally, no adjustment will be made for a dividend or
other  rights  for  which  the  record  date is  prior  to the  date  the  stock
certificate is issued.                                                          

     An option  may be  exercised  by the  Optionee  only  while he is,  and has
continually  been  since  the date of the  grant  of the  option,  an  employee,
independent  contractor,  technical  advisor or  director  of the  Company,  its
subsidiaries,  its parent or its successor companies,  except that to the extent
that  installments  have  accrued  and  remain  unexercised  on the  date of the
Optionee's  death,  such option of the deceased Optionee may be exercised within
one year after the death of such Optionee, but in no event later than five years
after the date of grant of such  option,  by (and only by) the person or persons
to whom his rights  under such  option  shall have  passed by will or by laws of
descent and distribution. An option may be exercised in accordance with this the
NQSOP as to all or any portion of the shares  subject to the Option from time to
time, but shall not be exercisable with respect to fractions of a share.        

     Options not Transferable. Options under the NQSOP may not be sold, pledged,
assigned  or  transferred  in any manner  otherwise  than by will or the laws of
descent or distribution, and may be exercised during the lifetime of an Optionee
only by such  Optionee.  Further,  no  option  shall  be  pledged  or  otherwise
encumbered or subject to execution,  attachment  or similar legal  process.  Any
attempted assignment,  transfer, pledge, hypothecation or similar disposition of
the option,  contrary to the  provisions of this  Agreement,  or the levy of any
execution, attachment or similar process upon the option, shall void the option.
Notwithstanding  the above,  any "derivative  security," as such term is defined
under Rule 16b-3,  issued under the NQSOP shall be  transferable by the Optionee
only to the  extent  such  transfer  is not or would not be  prohibited  by Rule
16b-3. In addition, the shares of Common Stock acquired upon exercise of options
granted  pursuant to the NQSOP shall not be  transferable  by the Optionee until
six  months  after the date of grant,  unless  the  Committee  consents  to such
transfer.                                                                       

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     Tax Consequences.  For a description of the federal income tax consequences
associated with options under the NQSOP,  please see "Certain Federal Income Tax
Consequences above under Proposal 3.                                            

     As of the date of this Proxy Statement,  no options have been granted under
the NQSOP.                                                                      

Board Recommendation                                                            

     The Board  recommends  a vote FOR the  adoption of the NQSOP as included in
Exhibit D hereto.                                                               

 GENERAL

Other Matters                                                                   

     The  Board  of  Directors  does  not  know of any  matters  that  are to be
presented  at the  Special  Meeting  other  than  those  stated in the Notice of
Special  Meeting and referred to in this Proxy  Statement.  If any other matters
should properly come before the Meeting,  it is intended that the proxies in the
accompanying  form will be voted as the persons  named  therein may determine in
their discretion.                                                               

Shareholders Proposals                                                          

     If any  shareholder  of the  Company  intends  to  present a  proposal  for
consideration  at the 1997 Annual  Meeting of  Shareholders  and desires to have
such proposal  included in the proxy statement and form of proxy  distributed by
the Board of  Directors  with respect to such  meeting,  such  proposal  must be
received at the  Company's  offices,  303 East  Seventeenth  Avenue,  Suite 108,
Denver, Colorado 80203, Attention: Secretary, not later than July 31, 1997.     

                                      By Order of the Board of Directors

                    Thomas V. Geimer
                         Chairman of the Board

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EXHIBIT A 

ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION
OF
ACCELR8 TECHNOLOGY CORPORATION

FIRST: The name of the Corporation is Accelr8 Technology Corporation. 

     SECOND:  Immediately  upon  the  effectiveness  of  this  amendment  to the
Corporation's  Articles  of  Incorporation  pursuant  to the  Colorado  Business
Corporation  Act (the  "Effective  Time"),  the number of  authorized  shares of
Common Stock shall be decreased  from  55,000,000  no par value common shares to
11,000,000  no par value  common  shares.  This  Amendment  shall not affect the
outstanding  and  issued  shares  of  Common  Stock in any way.  This  amendment
authorizes  the officers of the  Corporation to reduce the stated capital of the
Corporation to reflect the change in outstanding shares of the Corporation.     

     This amendment shall be effectuated by striking in its entirety  Subsection
1 of Article V and by substituting in lieu thereof the following:               

     1. Authorized  Shares. The aggregate number of shares which the Corporation
shall have  authority to issue is eleven million  (11,000,000)  shares of common
stock,  each  having no par value,  which  shares  shall be  designated  "Common
Stock".                                                                         

     THIRD:  By  written  informal  action,  unanimously  taken by the  Board of
Directors of the Corporation effective the 19th day of September, 1996, pursuant
to and in  accordance  with  Sections  7-108-202  and  7-110-103 of the Colorado
Business Corporation Act, the Board of Directors of the Corporation duly adopted
and recommended the amendment described above to the Corporation's  Shareholders
for their approval.                                                             

     FOURTH: Notice having been properly given to the Shareholders in accordance
with Sections  7-107-105 and  7-110-103,  at a meeting of  Shareholders  held on
November 8, 1996,  the number of votes cast for the amendment by the each voting
group  entitled to vote on the  amendment  was  sufficient  for approval by that
voting group.                                                                   

     IN  WITNESS  WHEREOF,  Accelr8  Technology  Corporation  has  caused  these
presents  to be signed in its name and on its  behalf  by Harry J.  Fleury,  its
President, and its corporate seal to be hereunder affixed and attested by Thomas
V. Geimer, its Secretary,  on this _______ day of  _________________,  1996, and
its President acknowledges that these Articles of Amendment are the act and deed
of Accelr8 Technology  Corporation and, under the penalties of perjury, that the
matters and facts set forth  herein with respect to  authorization  and approval
are true in all material respects to the best of his knowledge,  information and
belief.                                                                         

ATTEST:  ACCELR8 TECHNOLOGY CORPORATION                                         

By:                                           By:                               
  ------------------------------                 -----------------------------
 Thomas V. Geimer, Secretary                  Harry J. Fleury, President

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EXHIBIT B:

 THE REVERSE STOCK SPLIT

     RESOLVED,  that the Board of Directors be, and it hereby is,  authorized to
effect a Reverse Stock Split in accordance with the following Resolutions if the
Board  determines in the exercise of their discretion that a Reverse Stock Split
is in the best interests of the Company and the  Shareholders and that a Reverse
Stock  Split is  likely  to  result  in an  increase  in the  marketability  and
liquidity of the Common Stock.                                                  

     FURTHER  RESOLVED,  that,  prior to December 31, 1997, and on the condition
that no other amendment to the Company's  Articles of  Incorporation  shall have
been filed  subsequent  to November 8, 1996,  effecting a reverse stock split of
the Common  Stock,  Article V of the  Company's  Articles  of  Incorporation  be
amended by the addition of the following provision:                             

     Simultaneously  with the effective date of this  amendment (the  "Effective
Date"),  each share of the  Company's  Common  Stock,  no par value,  issued and
outstanding  immediately  prior to the Effective  Date (the "Old Common  Stock")
shall  automatically and without any action on the part of the holder thereof be
reclassified  as and  changed,  pursuant  to a  reverse  stock  split,  into any
fraction  thereof  falling within a range between and including  one-third (1/3)
and one-seventh (1/7) of a share of the Company's  outstanding  Common Stock, no
par value (the "New Common Stock"),  depending upon a determination by the Board
that a Reverse  Stock  Split is in the best  interests  of the  Company  and the
Shareholders,  subject  to  the  treatment  of  fractional  share  interests  as
described below. Each holder of a certificate or certificates  which immediately
prior to the Effective Date represented  outstanding  shares of Old Common Stock
(the "Old Certificates,"  whether one or more) shall be entitled to receive upon
surrender  of  such  Old  Certificates  to  the  Company's  Transfer  Agent  for
cancellation, a certificate or certificates (the "New Certificates," whether one
or more)  representing  the number of whole  shares of the New Common Stock into
which and for which the shares of the Old Common Stock  formerly  represented by
such Old Certificates so surrendered,  are reclassified  under the terms hereof.
From and after the Effective  Date, Old  Certificates  shall  represent only the
right  to  receive  New  Certificates  pursuant  to the  provisions  hereof.  No
certificates  or scrip  representing  fractional  share  interests in New Common
Stock will be issued,  and no such  fractional  share  interest will entitle the
holder  thereof to vote, or to any rights of a shareholder  of the Company.  Any
fraction of a share of New Common Stock to which the holder  would  otherwise be
entitled will be adjusted  upward to the nearest  whole share.  If more than one
Old  Certificate  shall be  surrendered  at one time for the account of the same
Shareholder,  the  number  of full  shares  of New  Common  Stock  for which New
Certificates  shall be issued  shall be computed  on the basis of the  aggregate
number of shares  represented by the Old  Certificates  so  surrendered.  In the
event  that  the  Company's  Transfer  Agent  determines  that a  holder  of Old
Certificates has not tendered all his  certificates  for exchange,  the Transfer
Agent shall carry forward any fractional  share until all  certificates  of that
holder have been presented for exchange such that payment for fractional  shares
to any  one  person  shall  not  exceed  the  value  of one  share.  If any  New
Certificate  is to be  issued  in a name  other  than  that  in  which  the  Old
Certificates  surrendered  for  exchange  are issued,  the Old  Certificates  so
surrendered  shall  be  properly  endorsed  and  otherwise  in  proper  form for
transfer. From and after the Effective Date the amount of capital represented by
the  shares of the New  Common  Stock into which and for which the shares of the
Old Common  Stock are  reclassified  under the terms hereof shall be the same as
the  amount  of  capital  represented  by the  shares  of Old  Common  Stock  so
reclassified,   until  thereafter   reduced  or  increased  in  accordance  with
applicable law.                                                                 

     FURTHER  RESOLVED,  that at any time prior to the  filing of the  foregoing
amendment to the Company's  Articles of Incorporation  effecting a Reverse Stock
Split,   notwithstanding   authorization  of  the  proposed   amendment  by  the
Shareholders  of the Company,  the Board of Directors  may abandon such proposed
amendment without further action by the Shareholders.                           

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 EXHIBIT C

THE ISOP ADOPTION PROPOSAL
--------------------------

     RESOLVED,  that the  Incentive  Stock  Option  Plan in the  form set  forth
hereinbelow  be, and it hereby is, adopted as the Incentive Stock Option Plan of
the Company:                                                                    

ACCELR8 TECHNOLOGY CORPORATION

 INCENTIVE STOCK OPTION PLAN

     1. Purpose of the Plan. The Accelr8 Technology  Corporation Incentive Stock
Option  Plan (the  "Plan") is intended to provide  additional  incentive  to key
employees of Accelr8 Technology  Corporation (the "Company") and encourage their
stock ownership.                                                                

     2. Eligible  Employees.  All officers and employees of the Company shall be
eligible to participate in the Plan.                                            

     3.  Reservation of Option Stock. The Board of Directors of the Company (the
"Board")  shall reserve seven hundred  thousand  (700,000) of the authorized but
unissued  shares of the Company's no par value common stock (the "Common Stock")
for issuance upon the exercise of the options (the "Option Stock").  Such number
of shares  shall be the  aggregate  number of shares  which may be issued  under
Options  granted  pursuant to this Plan;  provided that seven  hundred  thousand
shares  shall be the number of shares  available  for  issuance  under this Plan
either after the Effective Date of the Reverse Stock Split which is contemplated
in connection  with the  Company's  proposed  public  offering or if the Reverse
Stock Split is abandoned by the Board.                                          

     4. Administration and Operation of the Plan. The Plan shall be administered
by the  Compensation  Committee  of the  Board  or any  committee  of the  Board
performing similar  functions,  as appointed from time to time by the Board (the
"Committee").  The Committee  shall be  constituted  so as to permit the Plan to
comply with Rule 16b-3  promulgated by the  Securities  and Exchange  Commission
(the "Commission")  under the Securities Exchange Act of 1934, as amended ("Rule
16b-3").  The Plan is intended to qualify and operate pursuant to the provisions
of Rule  16b-3 as in effect at this time or in  compliance  with any  amendments
adopted  to that Rule in the future or in  compliance  with any  successor  rule
adopted by the Commission.                                                      

     The  Committee  shall  administer  the Plan,  and shall have  discretionary
authority to (a)  determine  the persons to whom Options  shall be granted,  (b)
determine  the quantity of shares to be included in each Option,  (c)  interpret
the Plan, and (d) promulgate such rules and  regulations  under the Plan as they
may deem  necessary and proper.  Decisions  made by the  Committee  within their
discretionary  authority  shall be final and  conclusive  as to all  parties and
shall not be subject to review.                                                 

     5.  Options.  Upon the terms and  conditions  hereinafter  set  forth,  the
Committee  may  grant on  behalf  of the  Company  options  (the  "Options"  or,
individually,  an  "Option")  to  purchase  shares of Common  Stock to  eligible
employees (the "Optionees" or, individually,  the "Optionee"). The Options shall
be substantially in form and substance as set forth in Exhibit A.               

     6. Exercise Price. The exercise price of each Option shall be not less than
the fair  market  value of the  Common  Stock  on the date of  grant;  provided,
however,  that if the  amount of stock  owned by the  Optionee  is more than ten
percent (10%) of the total combined voting power of all classes of capital stock
of the Company as of the date of grant,  the exercise price of each Option shall
be not less than one hundred ten percent  (110%) of the fair market value of the
Common  Stock on the date of  grant.  Fair  market  value for  purposes  of this
Section 6 shall be defined as the closing bid price on the date of grant,  or if
there was no trading  on the date of grant,  then the  closing  bid price on the
last trading date prior to the date of grant, or, if none, then the price of the
last sale of stock, or as determined by the Committee.                          

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     7. Terms of Options. The term of an Option shall be for a period of no more
than ten (10) years from the date of grant of such  Option,  provided,  however,
that if the amount of stock owned by the Optionee is more than ten percent (10%)
of the total  combined  voting  power of all  classes  of  capital  stock of the
Company  as of the date of grant the term of an Option  shall be for a period of
no more than five (5) years from the date of grant of such Option.              

     8.  Exercise of Options.  Subject to Section 14 hereof,  an Option shall be
exercisable in whole or in part by written  notice  delivered to and received by
the Secretary of the Company at its principal  office,  any time during the term
of the Option. In no case,  however,  may an Option under this Plan be exercised
if there  remains on the date of exercise an  incentive  stock  option which was
granted before the granting of such Option to such Optionee to purchase stock in
the  Company  or in a  corporation  which (at the time of the  granting  of such
option)  is  a  parent  or  subsidiary  corporation  of  the  Company,  or  in a
predecessor corporation of any such corporations.                               

     The  notice  shall  state the  number of shares  with  respect to which the
Option is being exercised,  shall contain a representation  and agreement by the
Optionee  substantially in the form and substance as set forth in the investment
letter  attached  hereto as Exhibit B, and shall be signed by the Optionee.  The
option price shall be paid in cash, cash equivalents or secured notes acceptable
to the  Committee,  by  arrangement  with a broker  which is  acceptable  to the
Committee  where payment of the option price is made pursuant to an  irrevocable
direction to the broker to deliver all or part of the proceeds  form the sale of
the option  shares to the  Company by the  surrender  of shares of common  stock
owned by the  Optionee  exercising  the Option and having a fair market value on
the date of exercise  equal to the option price,  or by the surrender of options
to purchase  common  stock  having a fair  market  value on the date of exercise
equal to the option price or in any combination of the foregoing.               

     In the event the Company or the  shareholders  of the Company enter into an
agreement to dispose of all or  substantially  all of the assets or stock of the
Company by means of a sale,  reorganization  or  liquidation,  or otherwise,  an
Option shall become  immediately  exercisable with respect to the full number of
shares subject to that Option,  notwithstanding the preceding provisions of this
Section 8, during the period  commencing  as of the date of such  agreement  and
ending when the disposition of assets or stock  contemplated by the agreement is
consummated  or the  agreement is  terminated.  The Company shall seek to notify
Optionees   in  writing   of  any  event   which  may   constitute   such  sale,
reorganization, liquidation or otherwise.                                       

     The Option  shall not be exercised  at any time when its  exercise,  or the
delivery  of shares  referred  to in the  notice,  would,  in the opinion of the
Company, constitute the violation of any law, governmental regulation or ruling.
During the  Optionee's  lifetime,  the Option shall be  exercisable  only by the
Optionee or, in the event of the Optionee's incapacity, by his guardian or other
legal representative.                                                           

     9. Securities to be Unregistered.  The Company shall be under no obligation
to register  or assist the  Optionee  in  registering  either the Options or the
Option Stock under the federal  securities  law or any state  securities law and
both the  Options  and all Option  Stock  shall be  "restricted  securities"  as
defined in Rule 144 of the General Rules and  Regulations  of the Securities Act
of 1933  (the  "Act"),  and may  not be  offered  for  sale,  sold or  otherwise
transferred  except  pursuant to an effective  registration  statement under the
Act,  or  pursuant  to  an  exemption  from  registration  under  the  Act,  the
availability  of which is to be established to the  satisfaction of the Company.
Accordingly,  all certificates  evidencing shares covered by the Option, and any
securities issued and replaced or exchanged  therefor,  shall bear a restrictive
legend to this effect.                                                          

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     10. Assignment or Transfer.  No Option may be assigned or transferred other
than by will or under the laws of descent and distribution,  and no Option shall
be pledged or  otherwise  encumbered  or subject  to  execution,  attachment  or
similar legal process. In the event of the death of an Optionee,  his Option may
be  exercised  during  its  term by the  person  designated  in the  will of the
Optionee,   or,  if  no   testamentary   disposition  was  made,  by  the  legal
representative  of the  Optionee,  within  one (1)  year  following  his  death;
provided,  however,  such Option shall only be exercisable if it was exercisable
according to the terms hereof on the date of the Optionee's death. Any attempted
assignment,  transfer, pledge, hypothecation or other disposition of the Option,
contrary to the  provisions  of this  Agreement,  or the levy of any  execution,
attachment  or  similar  process  upon  the  Option,   shall  void  the  Option.
Notwithstanding  the above,  any "derivative  security," as such term is defined
under Rule 16b-3,  issued under the Plan shall be  transferable  by the Optionee
only to the  extent  such  transfer  is not or would not be  prohibited  by Rule
16b-3. In addition, the shares of Common Stock acquired upon exercise of Options
granted  pursuant to this Plan shall not be  transferable  by the Optionee until
six  months  after the date of grant,  unless  the  Committee  consents  to such
transfer.                                                                       

     11.  Optionee  as  Shareholder.  An  Optionee  shall  have no  rights  as a
shareholder of the Company with respect to the shares of Option Stock covered by
an Option  until the date of the  issuance  of stock  certificate(s)  to him. No
adjustment  will be made for dividends or other rights with respect to which the
record date is prior to the date of such stock certificate or certificates.     

     12. Adjustment for Changes in Capital  Structure.  In the event of a change
in the capital structure of the Company as a result of any stock dividend, stock
split,  combination or  reclassification  of shares,  recapitalization,  merger,
consolidation  or  reorganization,  the number of shares  covered by the Options
granted pursuant to this Plan shall be appropriately  adjusted by the Committee,
whose determination shall be final.                                             

     13. Employment of Optionee. Except as otherwise provided in this Agreement,
the  Optionee  may  not  exercise  any  Option  unless  the  Optionee  has  been
continuously employed with the Company, a parent or subsidiary, from the date of
grant  to and  including  the  later  of the date of  exercise  or three  months
following the termination of the employee's employment.                         

     The  existence  of this Plan shall not impose or be  construed  as imposing
upon the Company, or any parent or subsidiary of the Company,  any obligation to
employ the  Optionee for any period of time,  and shall not  supersede or in any
way increase the obligations of the Company,  or any parent or subsidiary of the
Company,  under any  employment  contract  now or  hereafter  existing  with any
Optionee.                                                                       

     14.  Termination.  The Plan may be  terminated at any time by action of the
Committee,  but in all events this Plan shall  terminate ten (10) years from the
date of its approval by the shareholders of the Company, or from its adoption by
the Board,  whichever is earlier, and no Options shall be granted under the Plan
after such  termination,  although Options granted prior to such termination may
continue to be exercised  after such date in  accordance  with the terms hereof.
The Plan  shall  also  terminate  upon (a) the  merger or  consolidation  of the
Company  with one or more  other  corporations  in which the  Company is not the
surviving  corporation,  (b) the dissolution or liquidation of the Company,  (c)
the  appointment of a receiver for all, or  substantially  all, of the assets or
business of the Company,  (d) the appointment of a trustee for the Company after
a  petition  has been  filed  for the  Company's  liquidation  under  applicable
statutes,  (e) the filing of a petition in  bankruptcy  on behalf of the Company
under  applicable  statutes,  or (f) the  sale,  lease or  exchange  of all,  or
substantially  all, of the assets or business of the Company.  The Company shall
notify an Optionee in writing  thirty (30) days prior to the happening of any of
the events described in clauses (a) through (f) of the preceding sentence.      

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     15. Limitation. The aggregate fair market value (determined on the date the
Option is granted) of stock  subject to an Option  granted to an Optionee in any
calendar year shall not exceed $100,000.                                        

     16.  Amendment.  No material  change or  modification of this Plan shall be
valid  unless  in  writing  and  approved  by  the   Committee,   the  Company's
shareholders and each Optionee affected by such change.                         

     17.  Governing Law. This Plan shall be governed and construed in accordance
with the laws of the State of Colorado.                                         

     IN WITNESS WHEREOF,  the Board of Directors has adopted this Plan this ____
day of September, 1996.                                                         

                                      ACCELR8 TECHNOLOGY CORPORATION
                       (The "Company")

             By:
                                               -------------------------------
                                          Harry J. Fleury, President

ATTEST:                                                                         

---------------------------                                                     
Thomas V. Geimer. Secretary                                                     

The Shareholders approved this Plan on ____________, 1996.                      

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 EXHIBIT A
TO INCENTIVE STOCK OPTION PLAN
OF
ACCELR8 TECHNOLOGY CORPORATION

 STOCK OPTION GRANT FORM

     Accelr8  Technology  Corporation,  a Colorado  corporation (the "Company"),
hereby  grants  to  ____________________________________________  the  right and
option to purchase  ____________  (______)  shares of the Common  Stock,  no par
value,  of the Company at the exercise  price of  $_________________  per share.
This option is granted as of the date set forth below and shall  expire  _______
years from such date.  This Option is subject to all the terms and conditions of
the Accelr8  Technology  Corporation  Incentive  Stock  Option  Plan,  which are
incorporated  herein by this  reference,  and may not be assigned or transferred
except as  provided  therein.  Further,  the  recipient  of this  Option  hereby
acknowledges  that if the shares of Common Stock  acquired upon exercise of this
Option are not held for at least six months from the date of grant, the grant of
the Option  will be deemed a purchase  that may be matched  against any sales of
Company  securities  occurring  within  six  months of the grant and may  create
liability for the recipient pursuant to Section 16(b) of the Securities Exchange
Act of 1934, as amended.                                                        

     Common Stock acquired pursuant to this Option may be subject to special tax
treatment under Internal Revenue Code Section 422 if held for at least two years
from  the date  set  forth  below  and for at  least  one year  from the date of
exercise of this Option.                                                        

Dated:______________________, 19____.                                 

                              ACCELR8 TECHNOLOGY CORPORATION
               (The "Company")

     By:
                                            ----------------------------------
                                    Harry J. Fleury, President

ATTEST:                                                                         

------------------------------------                                            
Thomas V. Geimer. Secretary                                                     

The  option  represented  by this  certificate  and the  shares of common  stock
underlying this option have not been registered under the Securities Act of 1933
(the "Act") and are "restricted  securities" as that term is defined in Rule 144
under the Act.  Neither the option nor the shares  underlying  the option may be
offered for sale, sold or otherwise  transferred except pursuant to an effective
registration  statement  under  the  Act,  or  pursuant  to  an  exemption  from
registration  under the Act, the  availability  of which is to be established to
the satisfaction of the Company.                                                

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 EXHIBIT B
TO
 INCENTIVE STOCK OPTION PLAN
OF
ACCELR8 TECHNOLOGY CORPORATION

OPTION EXERCISE FORM

Accelr8 Technology Corporation                                                  

Gentlemen:                                                                      

     I hereby elect to exercise Options to purchase __________ shares of Accelr8
Technology   Corporation  (the  "Company")  Common  Stock,  no  par  value  (the
"Securities"),  pursuant to the  Company's  Incentive  Stock Option Plan,  dated
_________________, 1996, and as subsequently amended.                           

     I acknowledge to the Company that (1) the Securities to be issued to me are
being acquired for investment and not with a view to the  distribution  thereof,
(2) I will not offer,  sell,  transfer or  otherwise  dispose of the  Securities
except in a transaction  which does not violate the  Securities  Act of 1933, as
amended (the "Act"), and (3) the Securities are "restricted  securities" as that
term is defined in Rule 144 of the General Rules and Regulations under the Act. 

     I acknowledge and understand that the Securities are  unregistered and must
be held indefinitely unless they are subsequently registered under the Act or an
exemption  from such  registration  is  available.  I also  understand  that the
Company is the only person  which may  register  its  securities  under the Act.
Furthermore,  the  Company  has not  made  any  representations,  warranties  or
covenants to me regarding the  registration of the Securities or compliance with
Regulation A or some other exemption under the Act.                             

     I further  acknowledge that I am fully aware of the applicable  limitations
on the  resale  of  the  Securities.  Rule  144  permits  sales  of  "restricted
securities" upon compliance with certain requirements.  If Rule 144 is available
for the resale of the securities, I may resell the Securities only in accordance
with its limitations.                                                           

     I further  acknowledge that I understand that the Company is subject to the
so called  "short swing"  profit  provisions of Section 16(b) of the  Securities
Exchange Act of 1934, as amended (the "1934 Act"),  and that if this exercise is
found  to be in  violation  of those  provisions,  I will be  obligated  to make
payment to the Company of any profits which I derive as a result of the matching
of sales and purchases  within the statutory  period.  I also understand that if
the shares of Common Stock to be acquired  upon exercise of this Option have not
been  held for at least  six  months  from the date of  grant,  the grant of the
Option  will be  deemed a  purchase  that may be  matched  against  any sales of
Company  securities  occurring  within  six  months of the grant and may  create
liability for me pursuant to Section 16(b) of the 1934 Act.                     

     I  acknowledge  that I am liable  for all  withholding  taxes if the shares
issued  pursuant to this  Option are  disposed of within one year of issuance or
two years of the date of grant of the Option.                                   

     Any and all certificates  representing  the Securities,  and any securities
issued in  replacement  or  exchange  therefor,  shall  bear  substantially  the
following legend, which I have read and understood.                             

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          The shares  represented by this  certificate  have not been registered
          under the  Securities  Act of 1933  (the  "Act")  and are  "restricted
          securities"  as that term is  defined  in Rule 144 under the Act.  The
          shares  may not be offered  for sale,  sold or  otherwise  transferred
          except pursuant to an effective  registration statement under the Act,
          or pursuant  to an  exemption  from  registration  under the Act,  the
          availability of which is to be established to the  satisfaction of the
Company.                                                    

     I  further  agree  that the  Company  shall  have the  right to issue  stop
transfer  instructions  to its transfer agent to bar the transfer or for failure
to pay  necessary  withholding  taxes in the case of  disposition  of the shares
within one year of  issuance  of the shares or two years of the date of grant of
the  Option of any of my  certificates  except  in  accordance  with the Act.  I
acknowledge  that the Company has  informed  me of its  intention  to issue such
instructions.                                                                   

Dated: ______________________, 19_____.                               

         Very truly yours,

                              --------------------------------------
Optionee

                              --------------------------------------
                   (Please print or type name)

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 EXHIBIT D

 THE NONQUALIFIED PLAN ADOPTION PROPOSAL
 ---------------------------------------

     RESOLVED,  that the  Nonqualified  Stock  Option Plan in the form set forth
hereinbelow be, and it hereby is, adopted as the Nonqualified  Stock Option Plan
of the Company:                                                                 

ACCELR8 TECHNOLOGY CORPORATION

 NON-QUALIFIED STOCK OPTION PLAN

     1. Purpose. The purpose of the Accelr8 Technology Corporation Non-Qualified
Stock Option Plan (the  "Plan") is to promote the growth and general  prosperity
of  Accelr8  Technology  Corporation  (herein  called  the  "Company")  and  its
subsidiaries  by permitting  the Company to grant options to purchase  shares of
its Common Stock ("Options"), to attract and retain the best available personnel
for  positions  of  substantial   responsibility  and  to  provide  certain  key
employees,  independent  contractors,  technical  advisors and  directors of the
Company  with an  additional  incentive  to  contribute  to the  success  of the
Company.                                                                        

     2. Administration and Operation of the Plan. The Plan shall be administered
by the  Compensation  Committee  of the  Board  or any  committee  of the  Board
performing similar  functions,  as appointed from time to time by the Board (the
"Committee").  The Committee  shall be  constituted  so as to permit the Plan to
comply with Rule 16b-3  promulgated by the  Securities  and Exchange  Commission
(the "Commission")  under the Securities Exchange Act of 1934, as amended ("Rule
16b-3").  The Plan is intended to qualify and operate pursuant to the provisions
of Rule  16b-3 as in effect at this time or in  compliance  with any  amendments
adopted  to that Rule in the future or in  compliance  with any  successor  rule
adopted by the Commission.                                                      

     The  Committee  shall  administer  the Plan,  and shall have  discretionary
authority to (a)  determine  the persons to whom Options  shall be granted,  (b)
determine  the quantity of shares to be included in each Option,  (c)  interpret
the Plan, and (d) promulgate such rules and  regulations  under the Plan as they
may deem  necessary and proper.  Decisions  made by the  Committee  within their
discretionary  authority  shall be final and  conclusive  as to all  parties and
shall not be subject to review.                                                 

     3.  Eligibility.  Upon the terms and  conditions  hereafter set forth,  the
Committee  may  grant on behalf  of the  Company,  options  (the  "Options"  or,
individually,  an "Option") to purchase shares of the Company's  common stock to
any key employee,  independent contractor,  technical advisor or director of the
Company  or any of its  subsidiaries  hereinafter  organized  or  acquired.  The
Options shall be substantially in form and substance as set forth in Exhibit A. 

     4. Stock to be  Optioned.  Subject  to the  provisions  of Section  10, the
maximum  number of shares which may be optioned and sold under the Plan is Three
Hundred Thousand (300,000) shares of no par value authorized,  but unissued,  or
reacquired  Common Stock of the Company;  provided that three  hundred  thousand
shares  shall be the number of shares  available  for  issuance  under this Plan
either after the Effective Date of the Reverse Stock Split which is contemplated
in connection  with the  Company's  proposed  public  offering or if the Reverse
Stock Split is abandoned by the Board.                                          

     5. Term. The Plan shall become effective upon its adoption by the Company's
Board of Directors and by a majority of the outstanding  security holders of the
Company.  It shall continue in effect for a term of ten (10) years unless sooner
terminated under Section 9.                                                     

     6. Option  Price.  The option price for the Common Stock to be issued under
the Plan may be  greater  than,  less than or equal to the  market  value of the
stock at the date of grant in the discretion of the Committee.                  

7. Exercise of Option.                                                

          (a) The number of shares  optioned to an employee or director shall be
     exercisable  in whole or in part at any time during the term of the Option.
     An Option may not be exercised  for  fractional  shares of the stock of the
Company.                                                              

          In the event the Company or the Shareholders of the Company enter into
     an agreement to dispose of all or substantially  all of the assets or stock
     of  the  Company  by  means  of  a  sale,  reorganization,  liquidation  or
     otherwise,  an Option shall become immediately  exercisable with respect to
     the full  number of shares  subject  to that  Option,  notwithstanding  the
     preceding  provisions of this Section 7(a), during the period commencing as
     of the date of such agreement and ending when the  disposition of assets or
     stock  contemplated  by the  agreement is  consummated  or the agreement is
     terminated.  The Company  shall seek to notify  Optionees in writing of any
     event  which may  constitute  such  sale,  reorganization,  liquidation  or
otherwise.                                                            

          (b) An  Option  may only be  exercised  when  written  notice  of such
     exercise has been given to the Company at its principal  business office by
     the person  entitled to exercise the Option and full payment for the shares
     with  respect to which the Option is  exercised  has been  received  by the
     Company.  The notice shall state the number of shares with respect to which
     the Option is being exercised, shall contain a representation and agreement
     by the Optionee substantially in the form and substance as set forth in the
     investment  letter attached hereto as Exhibit B, and shall be signed by the
     Optionee.  The Option  Price  shall be paid in cash,  cash  equivalents  or
     secured notes  acceptable to the Committee,  by  arrangement  with a broker
     which is acceptable  to the Committee  where payment of the Option Price is
     made pursuant to an  irrevocable  direction to the broker to deliver all or
     part of the proceeds  form the sale of the option  shares to the Company by
     the  surrender of shares of common  stock owned by the Optionee  exercising
     the Option and having a fair market value on the date of exercise  equal to
     the option price,  or by the surrender of options to purchase  common stock
     having a fair  market  value on the date of  exercise  equal to the  option
     price or in any  combination of the foregoing.  Until the issuance of stock
     certificates,  no right to vote or receive dividends or any other rights as
     a   Shareholder   shall  exist  with   respect  to  the   optioned   shares
     notwithstanding  the exercise of the Option. No adjustment will be made for
     a dividend  or other  rights for which the record date is prior to the date
the stock certificate is issued except as provided in Section 10.     

          (c) An Option may be exercised  by the Optionee  only while he is, and
     has  continually  been  since  the  date of the  grant  of the  Option,  an
     employee,  independent  contractor,  technical  advisor or  director of the
     Company, its subsidiaries,  its parent or its successor  companies,  except
     that to the extent that installments have accrued and remain unexercised on
     the date of the Optionee's  death, such Option of the deceased Optionee may
     be exercised  within one year after the death of such  Optionee,  but in no
     event later than five years after the date of grant of such Option, by (and
     only by) the person or persons to whom his rights  under such Option  shall
have passed by will or by laws of descent and distribution.           

          (d) An Option may be exercised in accordance with this Section 7 as to
     all or any  portion of the shares  subject to the Option from time to time,
but shall not be exercisable with respect to fractions of a share.    

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     8.  Options  not  Transferable.  Options  under  this Plan may not be sold,
pledged,  assigned or  transferred  in any manner  otherwise than by will or the
laws of descent or distribution,  and may be exercised during the lifetime of an
Optionee only by such Optionee. Further, no Option shall be pledged or otherwise
encumbered or subject to execution,  attachment  or similar legal  process.  Any
attempted assignment,  transfer, pledge, hypothecation or similar disposition of
the Option,  contrary to the  provisions of this  Agreement,  or the levy of any
execution, attachment or similar process upon the Option, shall void the Option.
Notwithstanding  the above,  any "derivative  security," as such term is defined
under Rule 16b-3,  issued under the Plan shall be  transferable  by the Optionee
only to the  extent  such  transfer  is not or would not be  prohibited  by Rule
16b-3. In addition, the shares of Common Stock acquired upon exercise of Options
granted  pursuant to this Plan shall not be  transferable  by the Optionee until
six  months  after the date of grant,  unless  the  Committee  consents  to such
transfer.                                                                       

9. Amendment or Termination of the Plan.                              

          (a) The  Committee,  with  approval by a majority  of the  outstanding
     security  holders and by each Optionee  affected by such change,  may amend
     the  Plan  from  time to time in such  respects  as the  Committee  and the
Company's security holders may deem advisable.                        

          (b) The  Committee  may at any  time  terminate  the  Plan.  Any  such
     termination of the Plan shall not affect Options  already  granted and such
     Options  shall remain in full force and effect as if this Plan had not been
terminated.                                                           

     10. Adjustments Upon Changes In Capitalization. If all or any portion of an
Option   is   exercised   subsequent   to   any   stock   dividend,    split-up,
recapitalization,  combination  or  exchange of shares,  merger,  consolidation,
acquisition of property or stock, separation,  reorganization or liquidation, as
a result of which shares of any class shall be issued in respect of  outstanding
shares of Common  Stock or shares of Common Stock shall be changed into the same
or a different  number of shares of the same or another  class or  classes,  the
person or persons so exercising such an Option shall receive,  for the aggregate
price payable upon such exercise of the Option,  the aggregate  number and class
of shares  which,  if shares of Common Stock (as  authorized  at the date of the
granting  of such  Option)  had been  purchased  at the date of  granting of the
Option  for the same  aggregate  price  (on the  basis of the  price  per  share
provided  in the Option)  and had not been  disposed  of, such person or persons
would be holding at the time of such exercise,  as a result of such purchase and
any such stock dividend, split-up, recapitalization,  combination or exchange of
shares,  merger,  consolidation,  acquisition of property or stock,  separation,
reorganization or liquidation; provided, however, that no fractional share shall
be  issued  upon  any such  exercise,  and the  aggregate  price  paid  shall be
appropriately  reduced on account of any  fractional  share not  issued.  In the
event of any such change in the  outstanding  Common Stock of the  Company,  the
aggregate number of and class of shares remaining available under the Plan shall
be that number and class which a person,  to whom an Option had been granted for
all of the available  shares under the Plan on the date  preceding  such change,
would be entitled to receive as provided in the first  sentence of this  Section
10.                                                                             

     11.  Optionee  as  Shareholder.  An  Optionee  shall  have no  rights  as a
shareholder  of the Company with  respect to the shares of the  Company'  Common
Stock  covered  by  such  Option  until  the  date  of  the  issuance  of  stock
certificate(s)  to him. No adjustment will be made for dividends or other rights
with  respect  to which  the  record  date is  prior  to the date of such  stock
certificate or certificates.                                                    

     12. Employment of Optionee.  The existence of this Plan shall not impose or
be construed as imposing  upon the Company,  or any parent or  subsidiary of the
Company, any obligation to employ or contract for services with the Optionee for
any  period  of  time,  and  shall  not  supersede  or in any way  increase  the
obligations  of the Company,  or any parent or subsidiary of the Company,  under
any employment or other contract now or hereafter existing with any Optionee.   

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     13.  Agreement  and  Representations  of  Optionee.  As a condition  to the
exercise  of any  portion of an  Option,  the  Company  may  require  the person
exercising such Option to represent and warrant at the time of any such exercise
that the shares are being  purchased only for investment and without any present
intention  to sell or  distribute  such shares if, in the opinion of counsel for
the Company,  such a representation is required under the Securities Act of 1933
or any other applicable law, regulation or rule of any government agency.       

     14. Securities to be Unregistered. The Company shall be under no obligation
to register  or assist the  Optionee  in  registering  either the Options or the
Common Stock covered by an Option under the federal  securities law or any state
securities  law, and both the Options and all Common Stock  issuable  thereunder
shall be "restricted securities" as defined in Rule 144 of the General Rules and
Regulations of the  Securities  Act of 1933 (the "Act"),  and may not be offered
for  sale,  sold  or  otherwise  transferred  except  pursuant  to an  effective
registration  statement  under  the  Act,  or  pursuant  to  an  exemption  from
registration  under the Act, the  availability  of which is to be established to
the satisfaction of the Company. Accordingly, all certificates evidencing shares
covered by the Option,  and any  securities  issued and  replaced  or  exchanged
therefor, shall bear a restrictive legend to this effect.                       

     15. Reservation of Shares of Common Stock. The Company,  during the term of
this Plan, will at all times reserve and keep available, and will seek or obtain
from any regulatory body having  jurisdiction,  any requisite authority in order
to issue  and  sell  such  number  of  shares  of its  Common  Stock as shall be
sufficient to satisfy the requirements of the Plan.  Inability of the Company to
obtain from any  regulatory  body having  jurisdiction  authority  deemed by the
Company's  counsel to be necessary to the lawful issuance and sale of any shares
of its stock hereunder, shall relieve the Company of any liability in respect of
the  non-issuance  or sale of such  stock as to which such  requisite  authority
shall not have been obtained.                                                   

     16.  Governing Law. This Plan shall be governed and construed in accordance
with the laws of the State of Colorado.                                         

 17. Definitions. As used herein, the following definitions shall apply:

          (a)  "Common  Stock"  shall  mean  Common  Stock,  no par value of the
Company.                                                              

          (b)   "Continuous    Employment"   shall   mean   employment   without
     interruption,  by  any  one  or  more  of  the  Company,  its  parent,  its
     subsidiaries  and  its  successor   companies.   Employment  shall  not  be
     considered  interrupted  in the case of sick leave,  military  leave or any
     other leave of absence  approved by the Company or in the case of transfers
     between payroll locations of the Company or among the Company,  its parent,
its subsidiaries or its successor companies.                          

          (c) "Internal  Revenue  Code" shall mean the Internal  Revenue Code of
1986, as amended.                                                     

        (d) "Option" shall mean a stock option granted pursuant to the Plan.

          (e) "Parent" shall mean a "parent  corporation"  as defined in Section
425(e) and (g) of the Internal Revenue Code.                          

          (f)  "Plan"  shall  mean the  Nonstatutory  Stock  Option  Plan of the
Company.                                                              

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          (g) "Shareholders" shall mean the holders of outstanding shares of the
Company's Common Stock.                                               

          (h) "Subsidiary"  shall mean a "subsidiary  corporation" as defined in
Section 425(f) and (g) of the Internal Revenue Code.                  

          (i)  "Successor  Company"  means any  company  which  acquires  all or
substantially all of the stock or assets of the Company.              

     IN WITNESS  WHEREOF,  the Board of Directors has adopted this Plan this ___
day of September, 1996.                                                         

                                  ACCELR8 TECHNOLOGY CORPORATION
                   (The "Company")

                                       By:__________________________________
                                      Harry J. Fleury, President

ATTEST:                                                                         

------------------------------------                                            
Thomas V. Geimer. Secretary                                                     

The Shareholders approved this Plan on ________________, 1996.

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 EXHIBIT A
TO
ACCELR8 TECHNOLOGY CORPORATION
 NON-QUALIFIED STOCK OPTION PLAN

 STOCK OPTION GRANT FORM

     Acccelr8   Technology   Corporation   (the  "Company")   hereby  grants  to
__________________________________________________   the  right  and  option  to
purchase  ____________  shares of the Common Stock, no par value, of the Company
at the exercise price of $______________ per share. This Option is granted as of
the date set forth below and shall  expire  _______  years from such date.  This
Option is subject to all the terms and  conditions of the Company  Non-Qualified
Stock Option Plan which are incorporated  herein by this reference,  and may not
be assigned or transferred except as provided therein. Further, the recipient of
this Option hereby acknowledges that if the shares of Common Stock acquired upon
exercise  of this  Option are not held for at least six months  from the date of
grant,  the grant of the Option  will be deemed a  purchase  that may be matched
against any sales of Company securities occurring within six months of the grant
and may create  liability  for the  recipient  pursuant to Section  16(b) of the
Securities Exchange Act of 1934, as amended.                                    

Dated:______________________, 19____.                         

                                ACCELR8 TECHNOLOGY CORPORATION
                 (The "Company")

     By:
                                            ----------------------------------
                                        Harry J. Fleury, President

ATTEST:                                                                         

------------------------------------                                            
Thomas V. Geimer. Secretary                                                     

The  option  represented  by this  certificate  and the  shares of common  stock
underlying this option have not been registered under the Securities Act of 1933
(the "Act") and are "restricted  securities" as that term is defined in Rule 144
under the Act.  Neither the option nor the shares  underlying  the option may be
offered for sale, sold or otherwise  transferred except pursuant to an effective
registration  statement  under  the  Act,  or  pursuant  to  an  exemption  from
registration  under the Act, the  availability  of which is to be established to
the satisfaction of the Company.                                                

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 EXHIBIT B
TO
ACCELR8 TECHNOLOGY CORPORATION
 NON-QUALIFIED STOCK OPTION PLAN

OPTION EXERCISE FORM

Accelr8 Technology Corporation                                                  

Gentlemen:                                                                      

     I hereby elect to exercise Options to purchase __________ shares of Accelr8
Technology   Corporation  (the  "Company")  Common  Stock,  no  par  value  (the
"Securities"),  pursuant to the Company's Non-Qualified Stock Option Plan, dated
__________, 1996, and as subsequently amended.                                  

     I acknowledge to the Company that (1) the Securities to be issued to me are
being acquired for investment and not with a view to the  distribution  thereof,
(2) I will not offer,  sell,  transfer or  otherwise  dispose of the  Securities
except in a transaction  which does not violate the  Securities  Act of 1933, as
amended (the "Act"), and (3) the Securities are "restricted  securities" as that
term is defined in Rule 144 of the General Rules and Regulations under the Act. 

     I acknowledge and understand that the Securities are  unregistered and must
be held indefinitely unless they are subsequently registered under the Act or an
exemption  from such  registration  is  available.  I also  understand  that the
Company is the only person  which may  register  its  securities  under the Act.
Furthermore,  the  Company  has not  made  any  representations,  warranties  or
covenants to me regarding the  registration of the Securities or compliance with
Regulation A or some other exemption under the Act.                             

     I further  acknowledge that I am fully aware of the applicable  limitations
on the  resale  of  the  Securities.  Rule  144  permits  sales  of  "restricted
securities" upon compliance with certain requirements.  If Rule 144 is available
for the resale of the securities, I may resell the Securities only in accordance
with its limitations.                                                           

     I further  acknowledge that I understand that the Company is subject to the
so called  "short swing"  profit  provisions of Section 16(b) of the  Securities
Exchange Act of 1934, as amended (the "1934 Act"),  and that if this exercise is
found  to be in  violation  of those  provisions,  I will be  obligated  to make
payment to the Company of any profits which I derive as a result of the matching
of sales and purchases  within the statutory  period.  I also understand that if
the shares of Common Stock to be acquired  upon exercise of this Option have not
been  held for at least  six  months  from the date of  grant,  the grant of the
Option  will be  deemed a  purchase  that may be  matched  against  any sales of
Company  securities  occurring  within  six  months of the grant and may  create
liability for me pursuant to Section 16(b) of the 1934 Act.                     

     Any and all certificates  representing  the Securities,  and any securities
issued in  replacement  or  exchange  therefor,  shall  bear  substantially  the
following legend, which I have read and understood.                             

          The shares  represented by this  certificate  have not been registered
          under the  Securities  Act of 1933 (the  "Act"))  and are  "restricted
          securities"  as that term is  defined  in Rule 144 under the Act.  The
          shares  may not be offered  for sale,  sold or  otherwise  transferred
          except pursuant to an effective  registration statement under the Act,
          or pursuant  to an  exemption  from  registration  under the Act,  the
          availability of which is to be established to the  satisfaction of the
Company.                                                    

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     I agree  that the  Company  shall  have the  right to issue  stop  transfer
instructions to its transfer agent to bar the transfer except in accordance with
the Act. I  acknowledge  that the Company has  informed me of its  intention  to
issue such instructions.                                                        

     I further  agree that the Company  shall have the right to take such action
as it deems necessary to make appropriate federal and state withholding payments
on my behalf.                                                                   

Dated: ______________________, 19_____.                               

                   Very truly yours,

                                        --------------------------------------
          Optionee

                                        --------------------------------------
                             (Please print or type name)

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 EXHIBIT 1
ACCELR8 TECHNOLOGY CORPORATION
 SPECIAL MEETING OF SHAREHOLDERS
November 8, 1996
 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned shareholder of ACCELR8 TECHNOLOGY  CORPORATION,  a Colorado
corporation  (the  "Company"),  acknowledges  receipt  of the  Notice of Special
Meeting of Shareholders and Proxy Statement,  dated October 21, 1996, and hereby
appoints  Harry J. Fleury and Thomas V. Geimer or either of them,  each with the
power of substitution, as Attorneys and Proxies to represent and vote all shares
of Common Stock of the Company which the  undersigned  would be entitled to vote
at the Special Meeting of  Shareholders,  and at any adjournment or adjournments
thereof, hereby revoking any proxy or proxies heretofore given and ratifying and
confirming  all that said  Attorneys  and  Proxies may do or cause to be done by
virtue thereof with respect to the following matters:                           

1.   Approval of the Proposal to amend (the "Amendment") the Company's  Articles
     of Incorporation,  as amended, which would effect a reduction in the number
     of authorized shares of no par value Common Stock from 55,000,000 shares to
     11,000,000  shares,  without having any effect upon the authorized,  issued
     and outstanding  shares of Common Stock or upon the par value of the Common
Stock.                                                                
   FOR  /___/              AGAINST  /___/           ABSTAIN  /___/

2.   Approval of the  Proposal to  authorize  the Board of Directors to effect a
     Reverse Stock Split (any one falling within a range between and including a
     one-for-three  and a  one-for-seven  Reverse  Stock Split) of the Company's
     outstanding  Common Stock,  depending upon a determination  by the Board of
     Directors  that a  Reverse  Stock  Split  is in the best  interests  of the
Company and its Shareholders.                                         
    FOR  /___/              AGAINST  /___/          ABSTAIN  /___/

3.   Approval of the  Proposal to approve and adopt an  Incentive  Stock  Option
     Plan of the Corporation  pursuant to which options to purchase Common Stock
may be granted to certain personnel of the Corporation.               
    FOR  /___/              AGAINST  /___/          ABSTAIN  /___/

4.   Approval of the Proposal to approve and adopt a  Nonqualified  Stock Option
     Plan of the Corporation  pursuant to which options to purchase Common Stock
     may be granted to certain  personnel of the  Corporation and others who are
not employed by the Corporation.                                      
   FOR  /___/               AGAINST  /___/          ABSTAIN  /___/

5.   To act upon such other  matters as may properly  come before the Meeting or
any adjournments thereof.                                             

This Proxy, when properly executed,  will be voted as directed.  If no direction
is  indicated,  the  Proxy  will  be  voted  FOR  each of the  above  proposals.

Dated:________________________, 1996          ----------------------------------

                                              ----------------------------------

Please sign your name  exactly as it appears  hereon.  When signing as attorney,
executor, administrator,  trustee or guardian, please give your full title as it
appears hereon. When signing as joint tenants,  all parties in the joint tenancy
must  sign.  When a proxy is given by a  corporation,  it should be signed by an
authorized  officer and the corporate  seal  affixed.  No postage is required if
returned in the enclosed envelope and mailed in the United States.              

PLEASE SIGN, DATE AND MAIL THIS PROXY IMMEDIATELY IN THE ENCLOSED ENVELOPE. 

34

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFS14A’ Filing		Date		First		Last			Other Filings
Corrected on:		5/3/04
		12/31/97		6		20
		7/31/97		18					10KSB,  10KSB/A
Changed as of:		1/24/97
		11/8/96		2		35
Filed on / For Period End:		10/23/96		3
		10/21/96		2		35
		9/30/96		8
		7/31/96		6		8			10-K,  NT 10-K
		6/24/96		9
		6/1/95		7
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