PROXY STATEMENT
        PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

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:

|_|  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:



                         ACCELR8 TECHNOLOGY CORPORATION
                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                          TO BE HELD DECEMBER 16, 2009

     Notice is hereby given that the Annual Meeting (the "Annual Meeting") of
the shareholders (the "Shareholders") of Accelr8 Technology Corporation, a
Colorado corporation (the "Company"), will be held at 2:30 p.m., local time, on
December 16, 2009, at the Warwick Hotel Denver, 1776 Grant Street, Denver,
Colorado 80203, and any adjournments or postponements thereof for the following
purposes:

     1.   To elect the following three (3) persons to serve as directors of the
          Company until the next Annual Meeting of Shareholders and thereafter
          until their successors shall have been elected and qualified: Thomas
          V. Geimer, John D. Kucera and Charles E. Gerretson.

     2.   To ratify the selection of Comiskey & Company, P.C. as the independent
          public accountants of the Company for the fiscal year ending July 31,
          2010.

     3.   To consider and act upon such other business as may properly come
          before the Annual Meeting or any adjournments thereof.

     Only Shareholders of record at the close of business on November 16, 2009,
shall be entitled to notice of and to vote at the Annual Meeting or any
adjournments thereof. All Shareholders are cordially invited to attend the
Annual Meeting in person.

                                         By Order of the Board of Directors

                                         Thomas V. Geimer, Chairman of the Board

November 18, 2009
Denver, Colorado

IF YOU DO NOT EXPECT TO BE PRESENT AT THE ANNUAL 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.



                         ACCELR8 TECHNOLOGY CORPORATION
                       7000 North Broadway, Building 3-307
                             Denver, Colorado 80221

                                 PROXY STATEMENT
                             Dated November 18, 2009

                         ANNUAL MEETING OF SHAREHOLDERS
                     FOR THE FISCAL YEAR ENDED JULY 31, 2009
                         TO BE HELD ON DECEMBER 16, 2009

                                     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
Annual Meeting of the Shareholders for the fiscal year ended July 31, 2009, to
be held at 2:30 p.m., local time, on December 16, 2009, at the Warwick Hotel
Denver, 1776 Grant Street, Denver, Colorado 80203, and any adjournments or
postponements thereof (the "Annual Meeting"). This Proxy Statement, Notice of
Annual Meeting of Shareholders and the accompanying Proxy Card are first being
mailed to shareholders on or about November 18, 2009.

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

     Only Shareholders of record at the close of business on November 16, 2009
(the "Record Date") are entitled to notice of and to vote the shares of Common
Stock of the Company held by them on such date at the Annual Meeting or any and
all adjournments thereof. As of the Record Date, there were 10,226,210 shares of
Common Stock issued and outstanding with 1,129,110 shares held in a Rabbi Trust
by the Company for the benefit of Thomas V. Geimer. Mr. Geimer does not have
voting power over the shares that are held in the Rabbi Trust. As a result,
there are 9,097,100 shares entitled to vote at the Company's Annual Meeting.
There was no other class of voting securities outstanding as of the Record 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 Annual Meeting or any
adjournments thereof.

     The presence, in person or by proxy, of the holders of 33% of the
outstanding shares of Common Stock is necessary to constitute a quorum at the
Annual Meeting. Assuming that a quorum is present, the affirmative vote of the
holders of a majority of the shares of Common Stock present at the Annual
Meeting in person or by proxy will be required to (i) elect each of the three
nominees for directors of the Company and (ii) ratify the selection of Comiskey
& Company, P.C. as the independent public accountants of the Company for the
fiscal year ending July 31, 2010.

                                       1


     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 Card will vote "FOR" each proposal to be
considered by the Shareholders at the Annual Meeting or, if no such
recommendation is given, in their own discretion. The Company's executive
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 2% as of October 26, 2009, of the outstanding shares of Common
Stock (excluding the shares held in a Rabbi Trust), 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 Annual Meeting, or by execution and delivery of a subsequent Proxy
or by attendance and voting in person at the Annual Meeting, except as to any
matter or matters upon which, prior to such revocation, a vote shall have been
cast pursuant to the authority conferred by such Proxy.

     Representatives from Comiskey & Company, P.C. are expected to attend the
Annual Meeting. As a result, the Company anticipates that a representative from
Comiskey & Company, P.C. will be available to make a statement or respond to any
questions at the Annual Meeting.

     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, facsimile 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 certain information regarding beneficial
ownership of our Common Stock as of October 26, 2009 by: (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 and
directors; and (iii) all executive officers and directors as a group. The
calculation excludes 1,129,110 shares which are held by the Rabbi Trust for the
benefit of Thomas V. Geimer. Further, Mr. Geimer does not have voting power over
the shares that are held in the Rabbi Trust. Common Stock not outstanding but
deemed beneficially owned by virtue of the right of an individual to acquire
shares 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 dispositve power with respect to the shares shown:

                                       2


  Name and Address of Beneficial Owner               Shares Beneficially Owned
  ------------------------------------               -------------------------
                                                     Number            Percent
                                                     ------            -------

    Thomas V. Geimer (1)                             407,032           4.3%
    7000 North Broadway, Building 3-307
    Denver, Colorado 80221

    Charles E. Gerretson  (2)                        140,150           1.54%
    7000 North Broadway, Building 3-307
    Denver, Colorado 80221

    John D. Kucera (3)                                28,663           0.3%
    7000 North Broadway, Building 3-307
    Denver, Colorado 80221

    David Howson (4)                                 302,600           3.2%
    7000 North Broadway, Building 3-307
    Denver, Colorado 80221

    Executive Officers and Directors                 878,445           8.99%
    as a Group (4 persons)

    5% of greater shareholders

    Merrill Lynch & Co., Inc. (5)                    793,141           8.7%


     (1)  Does not include 1,129,110 shares, which were purchased by Mr. Geimer
          upon exercise of warrants and options. Mr. Geimer exercised these
          options and warrants on October 14, 1997, and simultaneously
          contributed the shares acquired to a Rabbi Trust. See Note 7 to
          Financial Statements for further information. Includes 300,000 shares,
          which may be purchased by Mr. Geimer upon exercise of options. On
          August 26, 2009, Mr. Geimer exercised options to acquire 52,532 shares
          of the Company's Common Stock that have not yet been issued and are
          not outstanding. Mr. Geimer paid the exercise price to acquire the
          common stock by the surrender of 47,468 options to acquire common
          stock having a value of $1.66 per share, that is determined by
          subtracting the closing price of the Company's common stock on August
          26, 2009 ($3.16) by the exercise price of the options ($1.50).Includes
          400 shares held in brokerage accounts for Mr. Geimer's children, in
          which Mr. Geimer has the power and authority to dispose of the shares
          held by these accounts.

     (2)  Includes: (i) 104,050 shares owned directly by Mr. Gerretson; (ii)
          10,000 shares that may be purchased by Mr. Gerretson upon exercise of
          options which options expire on March 15, 2015, and (iii) 10,000
          shares that may be purchased by Mr. Gerretson upon exercise of options
          that expire on October 29, 2018. Also includes 16,100 shares held in
          brokerage and retirement accounts of individuals in which Mr.
          Gerretson has the power and authority to dispose of the shares held by
          these accounts. Mr. Gerretson disclaims any beneficial ownership with
          respect to the 16,100 shares.

     (3)  Includes 1,250 shares of the Company's no par value common stock held
          on behalf of Mr. Kucera's minor children in which Mr. Kucera has the
          power and authority to dispose of these shares.

                                       3


     (4)  Includes 300,000 shares, which may be purchased by Mr. Howson upon
          exercise of options which options expire on March 15, 2015, of which
          75,000 stock options shall vest if and only if prior to the expiration
          date of the Options, the Company closes on a transfer for the sale of
          the Company assets or the acquisition of the Company in which the
          Company's shareholders receive aggregate consideration at closing
          equal to or greater than $250,000,000.

     (5)  Upon consummation of the merger on January 1, 2009 by and between Bank
          of America Corporation ("BAC") and Merrill Lynch and Company ("MLCO"),
          MLCO became a wholly owned subsidiary of BAC, and BAC became the
          ultimate parent and controlling entity of MLCO and its subsidiaries.


                    BOARD OF DIRECTORS AND COMMITTEE MEETINGS

     The Board of Directors currently consists of three members, each of whom is
proposed for election at the Annual Meeting.

     The Board of Directors maintains a Compensation Committee and an Audit
Committee. The Audit Committee and Compensation Committee is comprised of
Messrs. Gerretson and Kucera, the Company's independent 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 plans. 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. The Audit Committee's financial expert is Charles E.
Gerretson. The board of directors does not have a Nominating Committee or any
committee performing similar functions and the Board of Directors participates
in the consideration of new nominees as members of the Board of Directors due to
the limited size of the Company.

     During the fiscal year ended July 31, 2009, the board of directors held
four (4) board meetings with all board members present. During the fiscal year
ended July 31, 2009, the Audit Committee held four (4) meetings with no director
attending fewer than 75% of the aggregate of all the meetings of the Audit
Committee. The Compensation Committee did not meet during the fiscal year ended
July 31, 2009.

     As noted above, the members of the Audit Committee are Charles E. Gerretson
and John D. Kucera, both of whom are independent directors as defined in Section
803 of the NYSE Alternext US LLC listing standards, as applicable and as may be
modified or supplemented.

     Effective as of June 9, 2000, the Board of Directors of the Company adopted
a written charter for the Audit Committee. Effective November 3, 2005, the Audit
Committee adopted a revised written charter for the Audit Committee, a copy of
which was filed with the Company's Proxy Statement at Appendix A on November 17,
2005.

                                       4


Audit Committee Report

     The Audit Committee has reviewed and discussed with management the
Company's audited financial statements for the year ended July 31, 2009.

     The Audit Committee has also discussed with Comiskey & Company, P.C. the
matters required to be discussed by Statement on Auditing Standards No. 114,
Communication with those charged with governance by the Auditing Standards Board
of the American Institute of Certified Public Accountants.

     The Audit Committee has received and reviewed the written disclosures and
the letter from Comiskey & Company, P.C. required by Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees, as
amended, and has discussed with Comiskey & Company, P.C. their independence.

     Based on the reviews and discussions referred to above, the Audit Committee
has recommended to the Board of Directors that the audited financial statements
referred to above be included in the Company's Annual Report on Form 10-K for
the year ended July 31, 2009 filed with the Securities and Exchange Commission.

Audit Committee of The Board of Directors

Charles E. Gerretson

John D. Kucera

                             EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

     Our executive compensation program for Thomas V. Geimer and David C.
Howson, the named executive officers (the "NEO's") is administered by the
Company's compensation committee, which is comprised of Charles E. Gerretson and
John D. Kucera.

Summary Compensation Table

     The following table summarizes the compensation of the NEO's for the fiscal
years ended July 31, 2009 and 2008:

                [REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY]








                                        5



  

Name and              Fiscal            Stock   Option   All other      Other
Principal Position     Year    Salary   Bonus   Awards    Awards    Compensation    Total ($)
-----------------------------------------------------------------------------------------------

Thomas V. Geimer       2009   $165,000    $0      $0        $0        $75,000(1)    $240,000
   Chief Executive     2008   $165,000    $0      $0        $0        $75,000(1)    $240,000
   Officer and
   Chief Financial
   Officer

David C. Howson        2009   $150,000    $0      $0        $0            $0        $150,000
   President           2008   $150,000    $0      $0        $0            $0        $150,000

     (1)  Represents deferred compensation for Mr. Geimer pursuant to the
          Company's deferred compensation plan, $75,000 of which vested during
          each of the fiscal years ended July 31, 2009 and 2008 but such
          payments were not made until October 26, 2009 and October 29, 2008 of
          the subsequent fiscal year.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based
Awards Table

Individual Arrangements and Employment Agreements

     The following is a description of the individual arrangements that we have
made to each of the NEO's with respect to their compensation. Mr. Geimer was
paid during the fiscal year ended July 31, 2009 in accordance with his
employment agreement with us. Mr. Howson does not have an employment agreement
with the Company. In addition, Mr. Geimer also has a Change-in-Control payment
that is described in the "Potential Payments Upon Termination" below.

Thomas V. Geimer - Chief Executive Officer, Chief Financial Officer,
Secretary and Chairman of the Board of Directors

     Effective December 1, 2008, we entered into an employment agreement with
Mr. Geimer. The agreement was negotiated and approved by the Compensation
Committee. The agreement provides for an annual base salary of $165,000 with
annual deferred compensation of $75,000. The agreement expires on December 31,
2012. The compensation committee reviewed the prior employment agreement of Mr.
Geimer in connection with the approval of Mr. Geimer's employment agreement.

     In the event of termination by mutual agreement, termination "with cause,"
as defined in the agreement, death or permanent incapacity or voluntary
termination, Mr. Geimer, or his estate, would be entitled to the sum of the base
salary and unreimbursed expenses accrued to the date of termination and any
other amounts due under the agreement. In the event of termination "without
cause," as defined in the agreement, Mr. Geimer would be entitled to the sum of
the base salary and unreimbursed expenses accrued to the date of termination and
any other amounts due under the agreement and an amount equal to the greater of
Mr. Geimer's annual base salary (12 months of salary) or any other amounts
remaining due to Mr. Geimer under the agreement, which as of July 31, 2009 would
be $985,000. Additionally, in the event of a Change in Control, any unpaid

                                       6


amounts due under the initial term of the agreement for both base salary and
deferred compensation would be payable plus five times the sum of the base
salary and deferred compensation. In his positions as Chief Executive Officer
and Chief Financial Officer, Mr. Geimer exercises detailed supervision over the
operations of the Company and is ultimately responsible for the operations of
the Company. Mr. Geimer is also responsible for all duties incident to the title
of Chief Financial Officer and Secretary.

David C. Howson - President

     During the fiscal year ended July 31, 2009, we paid Mr. Howson $150,000 in
cash compensation. Mr. Howson does not have an employment agreement with the
Company. In his position as President, Mr. Howson supervises the technical
development and develop product strategies. Mr. Howson further performs all
duties incident to the title of President and such other duties as from time to
time may be assigned to him by the Board of Directors.

Outstanding Equity Awards at Fiscal Year End

     The following table sets forth information concerning options awards to
Messrs. Geimer and Howson at the fiscal year ended July 31, 2009.

Option Awards
-----------------------------------------------------------------------------------------------------
                       Number of         Number of
                      Securities        Securities
                      Underlying        Underlying
                      Unexercised       Unexercised       Option        Option
                      Option (#)        Options (#)      Exercise     Expiration
Name                  Grant Date        Exercisable   Unexercisable      Price           Date
-----------------------------------------------------------------------------------------------------
Thomas V. Geimer   December 11, 2008      100,000           0            $3.60     December 11, 2017
                    August 2, 2001        200,000           0            $1.45      August 1, 2011
                    August 26, 1999       100,000           0            $1.50    August 26, 2009 (1)
David Howson        March 16, 2005        225,000           0            $2.57      March 16, 2015
                    March 16, 2005           0            75,000         $2.57      March 16, 2015

     (1)  On August 26, 2009, Mr. Geimer exercised these options to acquire
          52,532 shares of the Company's Common Stock. Mr. Geimer paid the
          exercise price to acquire the common stock by the surrender of 47,468
          options to acquire common stock having a value of $1.66 per share,
          that is determined by subtracting the closing price of the Company's
          common stock on August 26, 2009 ($3.16) by the exercise price of the
          options ($1.50). As of October 26, 2009, these shares had not been
          issued.

Option Exercises During Fiscal Year

     There were no options exercised by the NEO's during the year ended July 31,
2009.

                                       7


Potential Payments Upon Termination

Cash Compensation

     Mr. Geimer's employment agreement contains provisions under which the
Company will be obligated to pay Mr. Geimer certain compensation upon his
termination. The following tables set forth the details of the estimated
payments and benefits that would be provided to Mr. Geimer in the event that his
employment with us is terminated for any reason, including a termination for
cause, resignation or retirement, a constructive termination, a without cause
termination, death, long term disability, and termination in connection with a
change in control as of July 31, 2009.

                                                                                           Termination in
                   Termination by                                                            connection
                       Mutual       Illness or                Resignation/                 with a change
Thomas V. Geimer      Agreement     Incapacity   With cause   Without cause   Retirement     in control
---------------------------------------------------------------------------------------------------------

Cash Compensation         0              0             0        $820,000          0          $2,020,000
                                                                  (1)(2)                        (1)(2)

     (1)  Represents the amounts due under Mr. Geimer's employment agreement.
          See "Individual Arrangements and Employment Agreements."

     (2)  Includes the $75,000 payment of the deferred compensation for the
          fiscal year ended July 31, 2009, which payment was made on October 26,
          2009.

     (3)  A change of control is defined in Mr. Geimer's employment agreement to
          mean the occurrence of one or more of the following three events:

          (a)  Any person becomes a beneficial owner (as such term is defined in
               Rule 13d-3 promulgated under the Securities Exchange Act of 1934,
               as amended) directly or indirectly of securities representing 33%
               or more of the total number of votes that may be cast for the
               election of directors of the Company;

          (b)  Within two years after a merger, consolidation, liquidation or
               sale of assets involving the Company, or a contested election of
               a Company director, or any combination of the foregoing, the
               individuals who were directors of the Company immediately prior
               thereto shall cease to constitute a majority of the Board; or

          (c)  Within two years after a tender offer or exchange offer for
               voting securities of the Company, the individuals who were
               directors of the Company immediately prior thereto shall cease to
               constitute a majority of the Board.

Effects of Termination Events or Change in Control on Unvested Equity Awards

     All unvested stock option awards granted to Mr. Howson provide that upon a
change of control, the unvested stock options will not immediately vest unless
the contingencies to the stock options have been met.

Compensation of Non-Management Directors

     The Company did not pay its non-management directors any compensation
during the fiscal year ended July 31, 2009.

                                       8


Cash Compensation

     We have not paid any cash compensation to our directors for their service
on our Board of Directors.

Liability Insurance

     The Company provides liability insurance for its directors and officers.
Carolina Casualty Insurance Company is the underwriter of the current coverage,
which extends until January 7, 2010. The annual cost of this coverage is
approximately $20,000.

Code of Ethics

     The Company has adopted a code of ethics for its principal executive
officer and senior financial officers and a code of ethics and standards of
conduct, that is applicable to all directors, officers and employees.
Stockholders may request a free copy of these documents from:

Accelr8 Technology Corporation
7000 North Broadway, Building 3-307
Denver, Colorado 80221

Compensation Pursuant to Plans

Deferred Compensation Plan.

     In January 1996, we established a deferred compensation plan for our
employees. Contributions to the plan are provided for under the employment
agreement detailed above. For each of the fiscal years ended July 31, 2009 and
2008, we contributed $75,000 to the plan. The $75,000 contribution for the
fiscal year ended July 31, 2009 was made on October 26, 2009.

     On October 14, 1997, Thomas V. Geimer exercised an aggregate of 1,140,000
warrants and options to acquire 1,140,000 shares of the Company's Common Stock
at an exercise price of $0.24 per share. Under the terms of the Rabbi Trust, we
will hold the shares in trust and carry the shares as held for employee benefit
by the Company. The Rabbi Trust provides that upon Mr. Geimer's death,
disability, or termination of his employment the shares will be released ratably
over the subsequent ten (10) years, unless the Board of Directors determines
otherwise. See Note 7 to the Financial Statement for further information.

Securities Authorized For Issuance Under Compensation Plans

     The table set forth below presents the securities authorized for issuance
with respect to compensation plans under which equity securities are authorized
for issuance as of July 31, 2009:

                                        9


                               Equity Compensation Plan Information
                               ------------------------------------

                       Number of securities   Weighted average        Number of securities
                       to be issued upon      exercise price of       remaining for future
                       exercise of            available outstanding   issuance under equity
                       outstanding options,   options, warrants and   compensation plans
                       warrants and rights    rights                  (excluding securities
                                                                      reflected in the 1st
                                                                      column)

Equity Compensation           897,500                $2.06                   510,000
Plans approved by
security holders
-------------------------------------------------------------------------------------------
Equity Compensation              0                      0                       0
Plans not approved by
security holders
-------------------------------------------------------------------------------------------
Total                         897,500                                        510,000


The 1996 Stock Option Plans

     The Board of Directors of the Company has adopted an incentive stock option
plan (the "Qualified Plan") which provides for the grant of options to purchase
an aggregate of not more than 700,000 shares of the Company's Common Stock. The
purpose of the Qualified Plan is to make options available to management and
employees of the Company in order to provide them with a more direct stake in
the future of the Company and to encourage them to remain with the Company. The
Qualified Plan provides for the granting to management and employees of
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986 (the "Code").

     The Board of Directors of the Company has adopted a non-qualified stock
option plan (the "Non-Qualified Plan") which provides for the grant of options
to purchase an aggregate of not more than 300,000 shares of the Company's Common
Stock. The purpose of the Non-Qualified Plan is to provide certain key
consultants, independent contractors, technical advisors and directors of the
Company with options in order to provide additional rewards and incentives for
contributing to the success of the Company. These options are not incentive
stock options within the meaning of Section 422 of the Code.

     The Qualified Plan and the Non-Qualified Plan (the "Stock Option Plans")
are administered by a committee (the "Committee") appointed by the Board of
Directors which determines the persons to be granted options under the Stock
Option Plans and the number of shares subject to each option. No options granted
under the Stock Option Plans are transferable by the optionee other than by will
or the laws of descent and distribution and each option is exercisable, during
the lifetime of the optionee, only by such optionee. Any options granted to an
employee terminate 90 days after his ceasing to be an employee, except in
limited circumstances, including death of the employee, and where the Committee
deems it to be in the Company's best interests not to terminate the options.

                                       10



     The exercise price of all incentive stock options granted under the
Qualified Plan 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
Qualified Plan. The exercise price may be paid in cash or (if the Qualified Plan
shall meet the requirements of rules adopted under the Exchange Act) 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.

     The Stock Option Plans were approved by our shareholders at a special
shareholders meeting held on November 8, 1996. At the annual meeting of
shareholders held on December 12, 2002, shareholders approved the following
amendments to the Qualified Plan and the Non-Qualified Plan: (i) the Committee
was given the power to amend and alter the Qualified Plan and the Non-Qualified
Plan so long as the amendments do not affect any outstanding options; (ii)
provide that any shares cancelled, terminated, or expired pursuant to the
Qualified Plan and the Non-Qualified Plan be made available for purposes of the
Qualified Plan and the Non-Qualified Plan; (iii) provide that the cashless
exercise provision of the Qualified Plan and the Non-Qualified Plan be in the
sole discretion of the Committee; and (iv) extended the expiration date of the
Qualified Plan and the Non-Qualified Plan until December 12, 2012.

     As of July 31, 2009, 794,000 options had been granted pursuant to the
Qualified Plan with 17,500 of these options exercised, 231,500 options that
expired, leaving 137,500 available for grant and 350,000 options had been
granted pursuant to the Non-Qualified Plan with 125,000 of these options
exercised, 5,000 options that expired, 50,000 that were cancelled and 55,000
available for grant.

2004 Omnibus Stock Option Plan

     On December 14, 2004, the shareholders approved the Company's 2004 Omnibus
Stock Option Plan (the "Omnibus Plan"). The Omnibus Plan authorizes the issuance
of up to five hundred thousand (500,000) shares of the Company's Common Stock.
The purpose of the Omnibus Plan is to promote the growth of the Company by
permitting the Company to grant options ("Options") to purchase shares of its
Common Stock, to attract and retain the best available personnel for positions
of substantial responsibility and to provide certain key employees, independent
contractors, consultants, technical advisors and directors of the Company with a
more direct stake in the future of the Company and provide an additional
incentive to contribute to the success of the Company.

     The Omnibus Plan is 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 "Omnibus Committee"). Pursuant to the terms of
the Omnibus Plan, the Omnibus Committee may grant either "incentive stock
options" within the meaning of Section 422 of the Internal Revenue Code of 1986
(the "Code") or nonqualified stock options, provided that incentive stock

                                       11


options may not be granted to independent contractors and consultants. The
exercise price of all incentive stock options granted under the Omnibus Plan
must be equal to the fair market value of such shares on the date of grant as
determined by the Omnibus Committee, based on guidelines set forth in the
Omnibus Plan. The exercise price of nonqualified stock options granted under the
Omnibus Plan shall be not less than 50% of the fair market value of a share on
the date of grant of such Option. The Omnibus Committee may grant on behalf of
the Company, Options to purchase shares of the Company's Common Stock to any key
employee, independent contractor, consultant, technical advisor or director.

     As of July 31, 2009, 620,000 options had been granted pursuant to the
Omnibus Plan with 5,000 of these options exercised, 130,000 expired leaving
10,000 available for grant.

                             STOCK PERFORMANCE GRAPH

     We are a smaller reporting company, as defined in Rule 12b-2 promulgated
under the Securities Exchange Act of 1934, and accordingly are not required to
provide this information.

                              CERTAIN TRANSACTIONS

     During fiscal year 1996, we established a deferred compensation plan for
our employees. We may make discretionary contributions to the plan based on
recommendations from the Board of Directors. As of July 31, 2009, the Board of
Directors had authorized deferred compensation totaling $1,050,000 since fiscal
year 1996 to Mr. Geimer of which $975,000 had been funded. The $75,000
representing the difference between the authorized deferred compensation and the
funded deferred compensation was funded on October 26, 2009.

     There were no other transactions or series of transactions for the fiscal
year ended July 31, 2009, nor are there any currently proposed transactions, or
series of the same to which we are a party, in which the amount involved exceeds
$60,000 and in which, to the knowledge of the Company, any director, executive
officer, nominee, 5% 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

     Section 16(a) of the Exchange Act, generally requires the Company's
directors and executive officers and persons who own more than 10% of a
registered class of the Company's equity securities ("10% owners") to file with
the SEC initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Directors and executive
officers and 10% owners are required by Securities and Exchange Commission
regulation to furnish the Company with copies of all Section 16(a) forms they
file. To the Company's knowledge, based solely on review of copies of such
reports furnished to us and verbal representations that no other reports were
required to be filed during the fiscal year ended July 31, 2009, all Section
16(a) filing requirements applicable to its directors, executive officers and
10% owners were met except that Mr. Kucera and Mr. Gerretson each filed one
delinquent form 4 disclosing one transaction one day late.

                                       12


                                   PROPOSAL 1

                          ELECTION OF THREE (3) PERSONS
                      TO SERVE AS DIRECTORS OF THE COMPANY

     The Company's directors are elected annually to serve until the next Annual
Meeting of Shareholders and thereafter until their successors shall have been
elected and qualified. The number of directors presently authorized by the
Bylaws of the Company shall be not less than three (3) nor more than seven (7).

     Unless otherwise directed by shareholders, the proxy holders will vote all
shares represented by proxies held by them for the election of the following
nominees, all of whom are now members and constitute the Company's Board of
Directors. The Company is advised that all nominees have indicated their
availability and willingness to serve if elected. In the event that any nominee
becomes unavailable or unable to serve as a director of the Company prior to the
voting, the proxy holder will vote for a substitute nominee in the exercise of
his best judgment.

INFORMATION CONCERNING NOMINEES

     Thomas V. Geimer, 62, has been the Chairman of the Board of Directors and a
director of Accelr8 since 1987. He currently serves as the Chief Executive
Officer, Chief Financial Officer and Secretary of the Company. Mr. Geimer is
responsible for development of our business strategy, day-to-day operations,
accounting and finance functions. Before assuming full-time responsibilities at
the Company, Mr. Geimer founded and operated an investment banking firm.

     Charles E. Gerretson, 63, was appointed a director of the Company on July
19, 2003. For the past 30 years, Mr. Gerretson has served as the President of
Gerretson Realty, Inc., a Denver Colorado based real estate firm, which Mr.
Gerretson founded. Mr. Gerretson received a Bachelor of Science degree in
Business Administration from the University of Minnesota in 1968. Mr. Gerretson
was formerly a CPA with Arthur Andersen and Company and currently heads the
Company's Audit Committee.

     John D. Kucera, age 58, was appointed a director on January 9, 2009. Mr.
Kucera has been self employed as a private investor since 2000. Prior to that,
Mr. Kucera handled institutional equity sales, was a Department Manager for
Equities and a Member of the Board of Directors of Hanifen Imhoff and a
portfolio manager for mutual funds and pension accounts at Founders Capital
Management. Mr. Kucera earned a Bachelor of Science degree in Finance from
Colorado State University and a Masters in Business Administration from the
University of Denver.

Board Recommendation

     The Board recommends a vote FOR the election of each of the three nominees
for directors of the Company.

                                       13


                                   PROPOSAL 2

                          RATIFICATION OF SELECTION OF
                     COMISKEY & COMPANY, P.C. AS INDEPENDENT
                          PUBLIC ACCOUNTANTS OF COMPANY

     The Board of Directors has selected Comiskey & Company, P.C. as independent
public accountants of the Company for the fiscal year ending July 31, 2010, and
has further directed that the Company submit the selection of independent public
accountants for ratification by shareholders at the Annual Meeting of
Shareholders.

Fees Paid to the Independent Auditors

     The aggregate fees billed by Comiskey & Company, P.C. for professional
services rendered for the audit of the Company's annual consolidated financial
statements for the years ended July 31, 2009 and 2008, including the reviews of
the unaudited interim financial statements of the Company's Form 10-Q's was
approximately $37,500 and $35,000, respectively.

Tax Fees

     The aggregate fees billed by Comiskey & Company, P.C. for professional
services rendered for the tax compliance, tax advice and tax planning for the
fiscal years ended July 31, 2009 and 2008 ("Tax Fees") was $0 and $0,
respectively.

All other Fees

     Comiskey & Company, P.C. did not perform any professional services other
than those set forth above for the fiscal years ended July 31, 2009 and 2008.

Audit Committee Pre-Approval Policies

     The Audit Committee shall pre-approve all auditing services and permitted
non-audit services (including the fees and terms thereof) to be performed for
the Company by its independent auditor, subject to any de minimus exceptions
that may be set for non-audit services described in Section 10A(i)(l)(B) of the
Exchange Act which are approved by the Committee prior to the completion of the
audit.

     None of the hours expended on the principal accountant's engagement to
audit the Company's financial statements for the most recent fiscal year were
attributed to work performed by persons other than the principal accountant's
full-time permanent employees.

Board Recommendation

     The Board recommends a vote FOR the ratification of the selection of
Comiskey & Company, P.C. as independent public accountants of the Company for
the fiscal year ending July 31, 2010.

                                       14


                              SHAREHOLDER PROPOSALS

     If any shareholder of the Company intends to present a proposal for
consideration at the 2010 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, 7000 North Broadway, Building 3-307, Denver,
CO 80221, Attention: Secretary, not later than June 30, 2010.

     For each matter that you wish to bring before the meeting, provide the
following information:

o    a brief description of the business and the reason for bringing it to the
     meeting;

o    your name and record address;

o    the number of shares of Company stock which you own; and

o    any material interest (such as financial or personal interest) that you
     have in the matter.

                  WHERE STOCKHOLDERS CAN FIND MORE INFORMATION

     We file annual and quarterly reports with the Securities and Exchange
Commission. Shareholders may obtain, without charge, a copy of the most recent
Form 10-K or Form 10-Qs (without exhibits) by requesting a copy in writing from
us at the following address:

                         ACCELR8 TECHNOLOGY CORPORATION
                       7000 North Broadway, Building 3-307
                             Denver, Colorado 80221

                                     GENERAL

Other Matters

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


                                          By Order of the Board of Directors

                                          ---------------------------------
                                          Thomas V. Geimer,
                                          Chairman of the Board


                                       15




                         ACCELR8 TECHNOLOGY CORPORATION
                         ANNUAL MEETING OF SHAREHOLDERS
                                December 16, 2009
           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 Annual
Meeting of Shareholders and Proxy Statement, dated November 18, 2009, and hereby
appoints Thomas V. Geimer with the power of substitution, as Attorney and Proxy
to represent and vote all shares of Common Stock of the Company which the
undersigned would be entitled to vote at the Annual 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.   Election of each of the following three (3) persons to serve as
          directors of the Company until the next Annual Meeting of Shareholders
          and thereafter until their successors shall have been elected and
          qualified:

          Thomas V. Geimer

          FOR  /___/                   AGAINST  /___/           ABSTAIN  /___/

          Charles E. Gerretson

          FOR  /___/                   AGAINST  /___/           ABSTAIN  /___/

          John D. Kucera

          FOR  /___/                   AGAINST  /___/           ABSTAIN  /___/

     2.   Ratification of the selection of Comiskey & Company, P.C. as the
          independent public accountants of the Company for the fiscal year
          ending July 31, 2010.

          FOR  /___/                   AGAINST  /___/           ABSTAIN  /___/

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



                                       16


This Proxy, when properly executed, will be voted as directed. If no direction
is indicated, the Proxy will be voted FOR the election of each of the nominees
listed above to the Board of Directors and FOR the proposal to ratify the
selection of Comiskey & Company, P.C. as the independent public accountants of
the Company for the fiscal year ending July 31, 2010.

Dated:________________________, 2009       ___________________________________

                                           ___________________________________









PLEASE SIGN, DATE AND MAIL THIS PROXY IMMEDIATELY IN THE ENCLOSED ENVELOPE.
Please sign exactly as name appears on the label ATTACHED TO THIS PROXY. When
shares are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee, or guardian, please give full title as it
appears hereon. If a corporation, please sign in full corporate name by an
authorized officer and affix corporate seal. If a partnership, please sign in
full partnership name by authorized person. No Postage is required if returned
in the enclosed envelope and mailed in the united states.







                                       17