Exhibit 10.1

                            STOCK PURCHASE AGREEMENT



Accelr8 Technology Corporation
7000 Broadway, Building 3-307
Denver, Colorado 80221
Attn:  Thomas V. Geimer, Chief Executive Officer

Ladies and Gentlemen:

     The undersigned (the "Investor") is writing to advise you of the following
terms and conditions under which the undersigned hereby offers to subscribe (the
"Offer") for the securities of this private placement (the "Offering") offered
by Accelr8 Technology Corporation, a Colorado corporation (the "Company")
pursuant to this stock purchase agreement (the "Stock Purchase Agreement"). The
Securities are being offered directly by the Company. The Company is issuing
units, with each $100,000 Unit consisting of: (i) 25,000 shares of the Company's
no par value Common Stock (the "Common Stock") and (ii) warrants to purchase
12,500 shares of Common Stock at a purchase price of $5.50 per share (the
"Warrants"). The Common Stock and the Warrants are collectively referred to as
the "Units" or the "Securities." The shares of Common Stock issuable upon the
exercise of the Warrants are referred to as the "Warrant Shares."

     The Warrants are substantially in the form attached hereto as Exhibit A.
The Company's Form 10-KSB for the fiscal year ended July 31, 2007, Form 10-QSB
for the quarter ended October 31, 2007 and Form 8-K dated December 14, 2007 are
attached hereto as Exhibits B, C and D, respectively.

     The Investor understands that the Units are being issued pursuant to the
exemption from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act" or the "Act"), provided by Section 4(2) of the
Act. As such, the Units, the Common Stock, the Warrants and Warrant Shares are
"restricted securities."

     The proceeds from this Offering will be used for general working capital
purposes by the Company. Amounts actually expended for each use are at the
discretion of our Board of Directors and may vary significantly depending upon a
number of factors. Further, if the Board of Directors believes that the proposed
uses of the proceeds are not in the best interests of the Company, the Board of
Directors will decide how the proceeds will be used.

     In connection with the sale of the Securities, the Company has made
available (including electronically via the SEC's EDGAR system) to Investor its
periodic and current reports, forms, schedules and other documents (including
exhibits and all other information incorporated by reference) filed with the SEC
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
These reports, forms, schedules, statements, documents, filings and amendments,
including but not limited to the Company's Form 10-KSB for the fiscal year ended
July 31, 2007, Form 10-QSB for the quarter ended October 31, 2007 and Form 8-K
dated December 14, 2007 are collectively referred to as the "Disclosure
Documents." All references in this Stock Purchase Agreement to financial
statements and schedules and other information which is "contained," "included"
or "stated" in the Disclosure Documents (or other references of like import)
shall be deemed to mean and include all such financial statements and schedules,
documents, exhibits and other information which is incorporated by reference in
the Disclosure Documents.

     1. Purchase and Sale of Securities.
        --------------------------------

        Subject to the terms and conditions hereinafter set forth in this Stock
Purchase Agreement, the Investor hereby offers to purchase Units as set forth in
the Investor Signature Page attached hereto. The Company proposes to enter into
the identical form of this agreement with certain other investors and expects to
complete sales of Units to them.

        The closing on the transactions contemplated by this Stock Purchase
Agreement shall occur simultaneous upon the execution of this Stock Purchase
Agreement (the "Closing"). At the Closing, the Company shall deliver a Warrant


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to the Investor and shall cause its transfer agent to deliver to a certificate
representing the Common Stock and the Investor shall deliver the purchase price
for the Units purchased by check or wire transfer of immediately available
funds.

     2. Representations and Warranties of the Investor.
        -----------------------------------------------

        The Investor makes the following representations, warranties and
covenants to the Company:

        (A) Organization; Authority. The undersigned, if not an individual, is
     an entity duly organized, validly existing and in good standing under the
     laws of the jurisdiction of its organization with the requisite power and
     authority to enter into and to consummate the transactions contemplated by
     this Stock Purchase Agreement and otherwise to carry out its obligations
     hereunder. The purchase by Investor of the Units hereunder has been duly
     authorized by all necessary action on the part of Investor. This Stock
     Purchase Agreement has been duly executed by Investor, and when delivered
     by Investor in accordance with the terms hereof, will constitute the valid
     and legally binding obligation of Investor, enforceable against it in
     accordance with its terms, except (i) as limited by general equitable
     principles and applicable bankruptcy, insolvency, reorganization,
     moratorium and other laws of general application affecting enforcement of
     creditors' rights generally, (ii) as limited by laws relating to the
     availability of specific performance, injunctive relief or other equitable
     remedies and (iii) insofar as indemnification and contribution provisions
     may be limited by applicable law.

        (B) General Solicitation. The Investor is not purchasing the Units as a
     result of any advertisement, article, notice or other communication
     regarding the Units published in any newspaper, magazine or similar media
     or broadcast over television or radio or presented at any seminar or any
     other general solicitation or general advertisement.

        (C) Investor Status. The Investor represents that he (she or it) is an
     Accredited Investor as that term is defined in Regulation D promulgated
     under the Securities Act. In general, an "Accredited Investor" is deemed to
     be an institution with assets in excess of $5,000,000 or individuals with
     net worth in excess of $1,000,000 or annual income exceeding $200,000 or
     $300,000 jointly with their spouse. In connection with a subscription
     hereunder, Investor will complete, execute and return the Statement of
     Accredited Investor attached hereto certifying such status.

        (D) Irrevocability of Subscription. Investor agrees that the Investor's
     execution of this Stock Purchase Agreement shall be irrevocable by
     Investor, and that, except as required by applicable law, Investor shall
     not be otherwise entitled to cancel, terminate or revoke this Stock
     Purchase Agreement or any of Investor's obligations hereunder.

        (E) No Additional Representations. The Investor has not made any other
     representations or warranties to the undersigned with respect to the
     Company except as contained herein. The Company has not rendered any
     investment advice to the undersigned with respect to the Company.

        (F) Experience of Investor. The Investor has not authorized any person
     or institution to act as his Purchaser Representative (as that term is
     defined in Regulation D of the General Rules and Regulations under the Act)
     in connection with this transaction. The Investor has such knowledge and
     experience in financial, investment and business matters that he is capable
     of evaluating the merits and risks of the prospective investment in the
     Units. The Investor has consulted with such independent legal counsel or
     other advisers as he has deemed appropriate to assist the undersigned in
     evaluating his proposed investment in the Units.

        (G) Investor Finances. The Investor represents that he (i) has adequate
     means of providing for his current financial needs and possible personal
     contingencies, and has no need for liquidity of investment in the Units;
     (ii) can afford to (a) hold unregistered securities for an indefinite
     period of time as required and (b) sustain a complete loss of the entire
     amount of the investment; and (iii) has not made an overall commitment to
     investments which are not readily marketable which is disproportionate so
     as to cause such overall commitment to become excessive. The Investor has
     sufficient liquid assets to sustain a loss of the Investor 's entire
     investment.

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        (H) Access to Information. The Investor has reviewed the Disclosure
     Documents in their entirety. The Investor has also been afforded the
     opportunity to ask questions of, and receive answers from, the officers
     and/or directors of the Company concerning the Company, the terms and
     conditions of the Offering and the Units and to obtain any additional
     information, to the extent that the Company possesses such information or
     can acquire it without unreasonable effort or expense, necessary to verify
     the accuracy of the information furnished; and has availed himself of such
     opportunity to the extent he considers appropriate in order to permit him
     to evaluate the merits and risks of an investment in the Units. Investor
     acknowledges and agrees that all documents, records and books pertaining to
     this investment have been made available for inspection.

        (I) Investment Decision. Investor represents and warrants to the Company
     that he has based his investment decision solely upon the information
     contained in the Disclosure Documents, and has not based his investment
     decision on any research or other report regarding the Company prepared by
     any third party ("Third Party Reports"). Investor understands and
     acknowledges that (i) the Company does not endorse any Third Party Reports
     and (ii) its actual results may differ materially from those projected in
     any Third Party Report.

        (J) Investor Representation. Investor acknowledges that none of the
     Units, Common Stock, Warrants or Warrant Shares have been registered under
     the Securities Act and have been issued in reliance on an exemption for
     transactions by an issuer not involving a public offering, and further
     understands that they are purchasing the Units without being furnished any
     prospectus setting forth all of the information that would be required to
     be furnished under the Act. The undersigned further acknowledges that this
     Offering has not been passed upon or the merits thereof endorsed or
     approved by any state or federal authorities.

        (K) No Distribution. The Units being subscribed for are being acquired
     solely for the account of the undersigned and not with a view to, or for
     resale in connection with, any distribution in any jurisdiction where such
     sale or distribution would be precluded. By such representation, the
     undersigned means that no other person has a beneficial interest in the
     Units (or Common Stock or Warrant Shares) subscribed for hereunder, and
     that no other person has furnished or will furnish directly or indirectly,
     any part of or guarantee the payment of any part of the consideration to be
     paid to the Company in connection therewith. The undersigned does not
     intend to dispose of all or any part of the Units (or Common Stock or
     Warrant Shares) except in compliance with the provisions of the Act and
     applicable state securities laws and understands that the Units are being
     offered pursuant to a specific exemption under the provisions of the Act,
     which exemption depends, among other things, upon compliance with the
     provisions of the Act.

        (L) Restrictions on Transfer. Unless the Common Stock or the Warrant
     Shares are subject to an effective registration statement, the undersigned
     further represents and agrees that the undersigned will not sell, transfer
     or otherwise dispose of or encumber the Units (or Common Stock or Warrant
     Shares) unless prior to any such sale, transfer, disposition or
     encumbrance, the undersigned will, if requested, furnish the Company and
     its transfer agent with an opinion of counsel satisfactory to the Company
     in form and substance that registration under the Act or applicable state
     securities laws is not required.

        (M) Restrictive Legend. The Investor hereby agrees that the Company will
     insert the following or similar legend on the face of the certificates
     evidencing the Common Stock, Warrants and Warrants Shares, if required in
     compliance with federal and state securities laws:

          "These securities have not been registered under the Securities Act of
          1933, as amended (the "Securities Act") or under the securities laws
          of any state. They may not be sold, offered for sale or hypothecated
          in the absence of a registration statement in effect with respect to
          the securities under such act or an opinion of counsel reasonably
          satisfactory to the company that such registration is not required
          pursuant to a valid exemption therefrom under the Securities Act.

        (N) Forward Looking Statements. The Investor understands and
     acknowledges that (i) any forward-looking information included in the
     Disclosure Documents is subject to risks and uncertainties, including those
     risks and uncertainties set forth in the Disclosure Documents; and (ii) the
     Company's actual results may differ materially from those projected by the
     Company or its management in such forward-looking information.


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<PAGE>


        (O) Risks. The Investor recognizes that an investment in the Units
     involves a number of significant risks, including those set forth in the
     Disclosure Documents under the caption "RISK FACTORS".

        (P) Accuracy of Statements. The Investor understands and acknowledges
     that (i) the Securities are offered and sold without registration under the
     Securities Act in a private placement that is exempt from the registration
     provisions of the Securities Act and (ii) the availability of such
     exemption depends in part on, and that the Company and its counsel will
     rely upon, the accuracy and truthfulness of the foregoing representations
     and Investor hereby consents to such reliance.

        (Q) Finder's Fee/Commissions. The Investor represents that it neither is
     nor will be obligated for any finders' fee or commission in connection with
     this transaction or the purchase of the Units. The Investor agrees to
     indemnify and to hold harmless the Company from any liability for any
     commission or compensation in the nature of a finders' fee (and the costs
     and expenses of defending against such liability or asserted liability) for
     which such Investor is responsible.

     The undersigned certifies that each of the foregoing representations and
warranties set forth in subsection (A) through (R) inclusive of this Section 3
are true as of the date hereof and shall survive such date.

     4. Representations and Warranties of the Company.
        ---------------------------------------------

     The Company hereby makes the following representations and warranties to
the Investor:

        (A) Organization and Qualification. The Company is a corporation duly
     incorporated or otherwise organized, validly existing and in good standing
     under the laws of the state of Colorado, with the requisite power and
     authority to own and use its properties and assets and to carry on its
     business as currently conducted. The Company is not in violation of any of
     the provisions of its articles of incorporation or bylaws.

        (B) Authorization; Enforcement. The Company has the requisite corporate
     power and authority to enter into and to consummate the Offering. The
     execution and delivery of this Stock Purchase Agreement by the Company and
     the consummation by it of the transactions contemplated hereby have been
     duly authorized by all necessary action on the part of the Company and no
     further consent or action is required by the Company. This Stock Purchase
     Agreement, when executed and delivered in accordance with the terms hereof,
     will constitute the valid and binding obligation of the Company enforceable
     against the Company in accordance with its terms, subject to applicable
     bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
     and similar laws affecting creditors' rights and remedies generally and
     general principles of equity.

        (C) No Conflicts. The execution, delivery and performance of this Stock
     Purchase Agreement by the Company and the consummation by the Company of
     the Offering do not and will not: (i) conflict with or violate any
     provision of the Company's articles of incorporation or bylaws, or (ii)
     conflict with, or constitute a default (or an event that with notice or
     lapse of time or both would become a default) under, or give to others any
     rights of termination, amendment, acceleration or cancellation (with or
     without notice, lapse of time or both) of any agreement, credit facility,
     debt or other instrument (evidencing a Company debt or otherwise) or other
     understanding to which the Company is a party or by which any property or
     asset of the Company is bound or affected, or (iii) to the knowledge of the
     Company result in a violation of any law, rule, regulation, order,
     judgment, injunction, decree or other restriction of any court or
     governmental authority as currently in effect to which the Company is
     subject (including federal and state securities laws and regulations), or
     by which any property or asset of the Company is bound or affected; except
     in the case of each of clauses (ii) and (iii), such as could not,
     individually or in the aggregate (a) adversely affect the legality,
     validity or enforceability of the Offering, (b) have or result in or be
     reasonably likely to have or result in a material adverse effect on the


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     results of operations, assets, prospects, business or condition (financial
     or otherwise) of the Company, taken as a whole, or (c) adversely impair the
     Company's ability to perform fully on a timely basis its obligations under
     this Stock Purchase Agreement (any of (a), (b) or (c), a "Material Adverse
     Effect").

        (D) Filings, Consents and Approvals. The Company is not required to
     obtain any consent, waiver, authorization or order of, give any notice to,
     or make any filing or registration with, any court or other federal, state,
     local or other governmental authority or other person in connection with
     the execution, delivery and performance by the Company of this Stock
     Purchase Agreement, other than (i) the filing with the Commission of a Form
     D pursuant to Commission Regulation D and (ii) applicable Blue Sky filings.

        (E) Issuance of the Securities. The Units, and each component or
     underlying security, are duly authorized and, when issued and paid for in
     accordance with this Stock Purchase Agreement, will be duly and validly
     issued, fully paid and nonassessable, free and clear of all liens, and not
     subject to any preemptive rights. The Company will reserve a number of
     shares of Common Stock required for issuance of the Common Stock and the
     Warrant Shares.

        (F) Capitalization. The number of shares and type of all authorized,
     issued and outstanding capital stock of the Company is as set forth in the
     Disclosure Documents.

        (G) SEC Reports; Financial Statements. The Company has filed reports
     required to be filed by it under the Securities Act and the Exchange Act,
     including pursuant to Section 13(a) or 15(d) thereof, for the two years
     preceding the date hereof (or such shorter period as the Company was
     required by law to file such material) (the foregoing materials being
     collectively referred to herein as the "SEC Reports") in accordance with
     the time requirements of the Securities Act and the Exchange Act. The
     Company has advised Investor that a correct and complete copy of each of
     the SEC Reports (together with all exhibits and schedules thereto and as
     amended to date) is available at http://www.sec.gov, a website maintained
     by the Commission where Investor may view the SEC Reports.

        (H) Material Changes. Since the date of the latest audited financial
     statements included within the SEC Reports, except as specifically
     disclosed in the SEC Reports: (i) there has been no event, occurrence or
     development that has had a Material Adverse Effect, (ii) the Company has
     not incurred any liabilities (contingent or otherwise) other than (A) trade
     payables and accrued expenses incurred in the ordinary course of business
     consistent with past practice and (B) liabilities not required to be
     reflected in the Company's financial statements pursuant to GAAP or
     required to be disclosed in filings made with the Commission, (iii) the
     Company has not altered its method of accounting or the identity of its
     auditors, (iv) the Company has not declared or made any dividend or
     distribution of cash or other property to its stockholders except in the
     ordinary course of business consistent with prior practice, or purchased,
     redeemed or made any agreements to purchase or redeem any shares of its
     capital stock except consistent with prior practice or pursuant to existing
     Company stock option or similar plans, and (v) the Company has not issued
     any equity securities to any officer, director or Affiliate, except
     pursuant to existing Company stock option or similar plans.

        (I) Litigation. Except as set forth in the SEC Reports, there is no
     action, suit, inquiry, notice of violation, proceeding or investigation
     pending or, to the knowledge of the Company, threatened against or
     affecting the Company or any of its properties before or by any court,
     arbitrator, governmental or administrative agency or regulatory authority
     (federal, state, county, local or foreign) (collectively, an "Action")
     which: (i) adversely affects or challenges the legality, validity or
     enforceability of this Stock Purchase Agreement or the Units or (ii) would,
     if there were an unfavorable decision, individually or in the aggregate,
     have or reasonably be expected to result in a Material Adverse Effect.

        (J) Compliance. Except as described in the Disclosure Documents, the
     Company: (i) is not in default under or in violation of (and no event has
     occurred that has not been waived that, with notice or lapse of time or
     both, would result in a default by the Company under), nor has the Company
     received notice of a claim that it is in default under or that it is in
     violation of, any material indenture, loan or credit agreement or any other
     material agreement or instrument to which it is a party or by which it or
     any of its properties is bound (whether or not such default or violation
     has been waived), which default or violation would have or result in a
     Material Adverse Effector (ii) is not in violation of any order of any


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     court, arbitrator or governmental body. No material labor dispute exists
     or, to the knowledge of the Company, is imminent with respect to any of the
     employees of the Company which could reasonably be expected to result in a
     Material Adverse Effect.

        (K) Regulatory Permits. The Company possesses all certificates,
     authorizations and permits issued by the appropriate federal, state, local
     or foreign regulatory authorities necessary to conduct its business as
     described in the Disclosure Documents, except where the failure to possess
     such permits would not, individually or in the aggregate, have or
     reasonably be expected to result in a Material Adverse Effect ("Material
     Permits"), and the Company has not received any notice of proceedings
     relating to the revocation or modification of any Material Permit.

        (L) Assets. Except as set forth in the Disclosure Documents, the Company
     has good and marketable title in all real and personal property owned by
     them that is material to the business of the Company, in each case free and
     clear of any liens, encumbrances or other restrictions. Any real property
     and facilities held under lease by the Company are held under valid,
     subsisting and enforceable leases of which the Company is in compliance.

        (M) Listing and Maintenance Requirements. The Company's Common Stock
     currently trades on the American Stock Exchange (AMEX). The Company is, and
     has no reason to believe that it will not in the foreseeable future
     continue to be, in compliance with the periodic SEC reporting requirements
     necessary to maintain trading on the AMEX.

        (N) Related Party Transactions. Except as set forth in the SEC Reports,
     none of the officers or directors of the Company and, to the knowledge of
     the Company, none of the employees of the Company is presently a party to
     any transaction with the Company (other than for services as employees,
     officers and directors), including any contract, agreement or other
     arrangement providing for the furnishing of services to or by, providing
     for rental of real or personal property to or from, or otherwise requiring
     payments to or from any officer, director or such employee or, to the
     knowledge of the Company, any entity in which any officer, director, or any
     such employee has a substantial interest or is an officer, director,
     trustee or partner, in each case in excess of $60,000 other than (i) for
     payment of salary or consulting fees for services rendered, (ii)
     reimbursement for expenses incurred on behalf of the Company and (iii) for
     other employee benefits, including stock option agreements under any stock
     option plan of the Company.

        (O) No General Solicitation. Neither the Company nor any Person acting
     on behalf of the Company has offered or sold any of the Units by any form
     of general solicitation or general advertising. The Company has offered the
     Units for sale only to each Investor in the Offering and certain other
     "accredited investors" within the meaning of Rule 501 under the Securities
     Act.

     5. Covenants of the Company.
        ------------------------

          (A) Board Approval. The Company has held a meeting of its board of
directors ("Board") which authorized the issuance of the Units in this Offering.

          (B) Registration Rights. The Company grants registration rights to the
Investor under the following terms and conditions:

               (1) If, at any time the Company shall determine to proceed with
        the preparation and filing of a registration statement (the
        "Registration Statement") pursuant to the Securities Act in connection
        with the proposed offer and sale of any of its securities by it or any
        of its security holders (other than a registration statement on Form
        S-4, S-8, or other limited purpose form), the Company will give written
        notice of its determination to all the Investor; provided that if the
        proposed registration does not proceed, the Company shall give written
        notice thereof to each Investor that requested inclusion in such
        registration and thereupon, the Company shall be relieved of its
        obligation to register such Common Stock or Warrant Shares in such
        registration. If, in the written opinion of the managing underwriter of
        any such offering in the case of an underwritten offering, the total
        amount of securities to be so registered including such Common Stock or
        Warrant Shares, will exceed the maximum amount of the Company's
        securities which can be marketed without adversely affecting the


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        offering (including the price as which such securities can be sold),
        then the Company shall be entitled to reduce the number of shares of
        Common Stock or Warrant Shares to be included in such offering to zero.
        Upon receipt of a written request from any Investor, within thirty (30)
        days after receipt of any such notice from the Company, the Company will
        cause all such Common Stock and Warrant Shares requested by the Investor
        to be included in such registration statement, all to the extent
        required to permit the sale or other disposition by such Investors, of
        such shares. The obligation of the Company under this Section 5(B)(1)
        shall be unlimited as to the number of registration statements to which
        it applies. The Company will notify the Investor of the date of
        effectiveness of any registration statement in which such Investor is
        included within two (2) business days of such event.

               (2) All fees, disbursements and out-of-pocket expenses and costs
        incurred by the Company in connection with the preparation and filing of
        the Registration Statement, in making filings with NASD or NASDR
        (including, without limitation, pursuant to NASD Rule 2710) and in
        complying with applicable federal securities and Blue Sky laws
        (including, without limitation, all attorneys' fees of the Company)
        shall be borne by the Company. The Investors shall bear the cost of
        underwriting and/or brokerage discounts, fees and commissions, if any,
        applicable to the Common Stock and Warrant Shares being registered and
        the fees and expenses of their counsel. The Company shall use its
        reasonable best efforts to qualify any of the Securities for sale in
        such states as any Investor reasonably designates and shall furnish
        indemnification. However, the Company shall not be required to qualify
        in any state which will require an escrow or other restriction relating
        to the Company and/or the sellers, or which will require the Company to
        qualify to do business in such state or require the Company to file
        therein any general consent to service of process. The Company at its
        expense will supply the Investors with copies of the applicable
        Registration Statement and any prospectus included therein and other
        related documents in such quantities as may be reasonably requested by
        the Investors.

               (3) In the event a registration statement is not effective at any
        time after six months after the date of this Stock Purchase Agreement,
        the Warrants shall become exercisable pursuant to a cashless exercise
        feature. At such time, the Company shall cause its counsel to issue such
        legal opinions as may be reasonably requested by the Investors in
        connection with any sales of the Common Stock or the Warrant Shares in
        accordance with Rule 144 under the Securities Act, within 5 business
        days of request therefor, without charge to the Investors. In addition,
        the Investors shall be entitled to unlimited piggyback registration
        rights under Section 5(B)(1) above. At all times after six months after
        the date of this Stock Purchase Agreement, the Company will prepare and
        furnish to Investor and make publicly available in accordance with Rule
        144(c) such information as is required for Investor to sell the Common
        Stock or the Warrant Shares under Rule 144. The Company further
        covenants that it will take such further action as any holder of Common
        Stock or the Warrant Shares may reasonably request, all to the extent
        required from time to time to enable such holder to sell such Common
        Stock or the Warrant Shares without registration under the Securities
        Act within the limitation of the exemptions provided by Rule 144 or any
        such similar rule which may then be in effect.

               (4) In the case of each registration effected by the Company
        pursuant to any section herein, the Company will keep Investor advised
        in writing as to the initiation of each registration and as to the
        completion thereof. At its expense, the Company will:

                    (i) Prepare and file with the Commission such amendments and
               supplements to such registration statement and the prospectus
               used in connection with such registration statement as may be
               necessary to comply with the provisions of the Securities Act
               with respect to a disposition of all securities covered by such
               registration statement;

                    (ii) Notify Investor at any time when a prospectus relating
               thereto is required to be delivered under the Securities Act, of
               the happening of any event as a result of which the prospectus
               included in such registration statement, as then in effect.


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                    (iii) Use its commercially reasonable best efforts to
               prevent the issuance of any stop order or other suspension of
               effectiveness of a Registration Statement, and, if such an order
               is issued, to obtain the withdrawal of such order at the earliest
               possible moment and to notify Investor (and, in the event of an
               underwritten offering, the managing underwriter) of the issuance
               of such order and the resolution thereof;

                    (iv) If NASD Rule 2710 requires any broker-dealer to make a
               filing prior to executing a sale of Common Stock or Warrant
               Shares by an Investor, make an Issuer Filing with the NASD
               Corporate Financing Department pursuant to NASD Rule 2710 and
               respond within five business days to any comments received from
               NASD in connection therewith.

                    (v) Cause all shares of Common Stock and Warrant Shares
               which are registered in accordance with the provisions herein, to
               be listed or included for quotation on each exchange or
               marketplace on which the Company's shares of Common Stock are
               then listed or included for quotation;

                    (vi) Provide a transfer agent and registrar for the Common
               Stock; and

                    (vii) Otherwise use its commercially reasonable best efforts
               to comply with all applicable rules and regulations of the
               Commission.

               (5) To the extent Investor includes any Common Stock or Warrant
        Shares in a registration statement pursuant to the terms hereof, the
        Company will indemnify and hold harmless Investor, its directors and
        officers, and each person, if any, who controls Investor within the
        meaning of the Securities Act, from and against, and will reimburse
        Investor, its directors and officers and each controlling person with
        respect to, any and all loss, damage, liability, cost and expense to
        which Investor or such controlling person may become subject under the
        Securities Act or otherwise, insofar as such losses, damages,
        liabilities, costs or expenses are caused by any untrue statement or
        alleged untrue statement of any material fact contained in such
        registration statement, any prospectus contained therein or any
        amendment or supplement thereto, or arise out of or are based upon the
        omission or alleged omission to state therein a material fact required
        to be stated therein or necessary to make the statements therein, in
        light of the circumstances in which they were made, not misleading;
        provided, however, that the Company will not be liable in any such case
        to the extent that any such loss, damage, liability, cost or expense
        arises out of or is based upon an untrue statement or alleged untrue
        statement or omission or alleged omission so made in conformity with
        information furnished by Investor or any such controlling person in
        writing specifically for use in the preparation thereof.

               (6) The Investor will cooperate with the Company in connection
        with this Stock Purchase Agreement, including timely supplying all
        information and executing and returning a Selling Securityholder
        Questionnaire and all other documents requested by the Company which are
        required to enable the Company to perform its obligations to register
        the Common Stock and the Warrant Shares (which shall include all
        information regarding the Investor and proposed manner of sale of
        securities required to be disclosed in any registration statement filed
        in accordance with this Section 5).

        (C) Certain Adjustments.
            -------------------

               (1) The Common Stock and the Warrant Shares shall receive
        customary adjustment in connection with forward or reverse stock splits,
        stock dividends, recapitalizations, reclassification, mergers or
        consolidations and the like.

               (2) In addition, the Warrants will have certain weighted-average
        anti-dilution rights for issuances below $5.50 per share. Certain share
        issuances are specifically excluded from this anti-dilution adjustment
        provision as set forth in the Warrant.


                                       8
<PAGE>


               (3) Anti-dilution of Common Stock.

               (a) During the period from the date of this Stock Purchase
        Agreement until twelve (12) months following this Stock Purchase
        Agreement (the "Adjustment Period") in the event the Company issues or
        grants any shares of Common Stock or Common Stock Equivalents (as
        defined below) at a per share price less than $4.00 per share (such
        lower price, the "Base Price and any such issuance, a "Dilutive
        Issuance") then the Company shall issue additional shares of Common
        Stock ("Ratchet Shares") to Investor in an amount sufficient that the
        subscription price paid hereunder, when divided by the total number of
        shares of Common Stock issued to such subscriber (shares included in the
        purchased Units plus any Ratchet Shares issuable or previously issued
        under this provision), will result in an Effective Price (as defined
        below) paid by the Investor per share of Common Stock equal to such Base
        Price. Such adjustment shall not affect in any way the exercise price of
        the Warrants, that will be adjusted pursuant to the anti-dilution
        provisions set forth in the Warrant and as generally described in
        Section 5(C)(2) above. Nothwithstanding the foregoing, the Effective
        Price shall not be adjusted pursuant to this Section 5(C)(3) below $3.00
        per share. Such adjustment shall be made whenever any Dilutive Issuance
        is made within the Adjustment Period. For example, if Investor purchases
        one Unit in the Offering (25,000 shares of Common Stock) for a purchase
        price of $100,000 (equals $4.00 per share) and then the Company issues
        additional shares of Common Stock at $3.00 per share during the
        Adjustment Period, the Company will issue an additional 8,334 shares of
        Common Stock to Investor [$100,000 / 33,334 shares = $3.00 per share].
        Notwithstanding the foregoing, no adjustment will be made under this
        Section 5(C)(3) in respect of an Exempt Issuance (as defined below). The
        Company shall notify Investor in writing, no later than five business
        days following a Dilutive Issuance, indicating therein, in reasonable
        detail, the applicable issuance price, exercise price, reset price,
        exchange price, conversion price and/or other pricing terms regarding
        the securities issued in such Dilutive Issuance (such notice, the
        "Dilutive Issuance Notice"). For purposes of clarification, whether or
        not the Company provides a Dilutive Issuance Notice pursuant to this
        Section 5(C)(3) immediately upon the occurrence of any Dilutive
        Issuance, Investor is entitled to receive the Ratchet Shares pursuant to
        this Section 5(C)(3). Notwithstanding anything herein to the contrary,
        the foregoing does not convey to Investor any right to participation in
        any future financings or offerings now or in the future contemplated or
        undertaken by the Company. The Company reserves the right to establish
        procedures in order to effectuate the issuance of additional shares in
        the event of any Dilutive Issuance requiring the issuance of Ratchet
        Shares, in its sole discretion, including prompt delivery of such
        Ratchet Shares to Investor in full (and in any event within 30 days) and
        complete satisfaction of the Company's obligation upon a Dilutive
        Issuance.

               (b) "Comnon Stock Equivalents" means any securities of the
        Company which would entitle the holder thereof to acquire at any time
        Common Stock, including, without limitation, any debt, preferred stock,
        rights, options, warrants or other instrument that is at any time
        convertible into or exercisable or exchangeable for, or otherwise
        entitles the holder thereof to receive, Common Stock.

               (c) "Exempt Issuance" means (i) shares of Common Stock or options
        issued to employees, officers or directors of the Company pursuant to
        any currently existing stock or option plan or any stock or option plan
        such duly adopted by a majority of the non-employee members of the Board
        of Directors of the Company and approved by the shareholders of the
        Company, (ii) securities issuable upon the exercise of or conversion of
        any securities issued hereunder, convertible securities, options or
        warrants issued and outstanding prior to the date of this Stock Purchase
        Agreement, provided that such securities have not been amended since
        such date to increase the number of such securities, and (iii)
        securities issued pursuant to acquisitions or strategic transactions,
        provided any such issuance shall only be to a Person which is, itself or
        through its subsidiaries, an operating company in a business synergistic
        with the business of the Company and in which the Company receives
        benefits in addition to the investment of funds, but shall not include a
        transaction in which the Company is issuing securities primarily for the
        purpose of raising capital or to an entity whose primary business is
        investing in securities.


                                       9
<PAGE>


               (d) "Effective Price, at any time, shall mean the quotient of (i)
        the aggregate purchase price paid by the Subscriber for the Units
        purchased hereunder divided by (ii) the sum of the number of shares of
        Common Stock included in such Units plus any Ratchet Shares issued to
        such Subscriber pursuant to Section 5(C)(3) hereof prior to such time.

     6. Miscellaneous.
        -------------

     (a) Entire Agreement. This Stock Purchase Agreement, together with the
exhibits attached hereto, contain every obligation and understanding between the
parties relating to the subject matter hereof and merges all prior discussions,
negotiations, agreements and understandings, both written and oral, if any,
between them, and none of the parties shall be bound by any conditions,
definitions, understandings, warranties or representations other than as
expressly provided or referred to herein.


     (c) Notices. Any notice or other communication or deliveries under this
Agreement shall be in writing and delivered personally or sent by certified
mail, return receipt requested, postage prepaid, or sent by prepaid overnight
courier to the parties. The address for such notices and communications shall be
to the Investor at his address set forth on the Investor Signature Page. The
address for any notices sent to the Company shall be at:

         Accelr8 Technology Corporation
         7000 Broadway, Building 3-307
         Denver, Colorado 80221
         Attn:  Thomas V. Geimer, Chief Executive Officer

     (d) Amendments; Waivers. No provision of this Stock Purchase Agreement may
be waived or amended except in a written instrument signed, in the case of an
amendment, by the Company and the Investor or, in the case of a waiver, by the
party against whom enforcement of any such waiver is sought. No waiver of any
default with respect to any provision, condition or requirement of this Stock
Purchase Agreement shall be deemed to be a continuing waiver in the future or a
waiver of any subsequent default or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of either party to
exercise any right hereunder in any manner impair the exercise of any such
right. Notwithstanding any of the representations, warranties, acknowledgments
or agreements made herein by the Investor, the Investor does not thereby or in
any manner waive any rights granted to the Investor under federal or state
securities laws.

     (e) Construction. The headings herein are for convenience only, do not
constitute a part of this Stock Purchase Agreement and shall not be deemed to
limit or affect any of the provisions hereof.

     (f) Successors and Assigns. This Stock Purchase Agreement shall be binding
upon and inure to the benefit of the parties and their respective successors,
heirs, personal representatives, legal representatives, and permitted assigns.

     (g) No Third-Party Beneficiaries. This Stock Purchase Agreement is intended
for the benefit of the parties hereto and their respective successors and
permitted assigns and is not for the benefit of, nor may any provision hereof be
enforced by, any other Person.

     (h) Governing Law/Venue. All questions concerning the construction,
validity, enforcement and interpretation of this Stock Purchase Agreement shall
be governed by and construed and enforced in accordance with the internal laws
of the State of Colorado, without regard to the principles of conflicts of law
thereof. Each party agrees that all legal proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Stock Purchase Agreement (whether brought against a party hereto or its
respective affiliates, directors, officers, shareholders, employees or agents)
shall be commenced exclusively in the state and federal courts in Denver,
Colorado. Each party hereby irrevocably submits to the exclusive jurisdiction of
the state and federal courts in Denver, Colorado, for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or
proceeding is improper or inconvenient venue for such proceeding. Each party
hereby irrevocably waives personal service of process and consents to process


                                       10

<PAGE>


being served in any such suit, action or proceeding by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this
Stock Purchase Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted
by law. The parties hereby waive all rights to a trial by jury.

     (i) Survival. The representations and warranties contained herein shall
survive for a period of twelve (12) months from the date hereof.

     (j) Counterparts. This Agreement may be executed in several counterparts
and shall constitute one Agreement, binding on all parties hereto,
notwithstanding that all parties are not signatory as to other original or the
same counterpart. Facsimile signatures are acceptable.

     (k) Severability. If any provision of this Stock Purchase Agreement is held
to be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Stock Purchase Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable provision that is a reasonable substitute therefor,
and upon so agreeing, shall incorporate such substitute provision in this Stock
Purchase Agreement.

     (l) Remedies. In addition to being entitled to exercise all rights provided
herein or granted by law, including recovery of damages, each of Investor and
the Company will be entitled to specific performance under this Stock Purchase
Agreement. The parties agree that monetary damages may not be adequate
compensation for any loss incurred by reason of any breach of obligations
described in the foregoing sentence and hereby agrees to waive in any action for
specific performance of any such obligation the defense that a remedy at law
would be adequate.



      [REMAINDER OF PAGE I NTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]





                                       11
<PAGE>



           INVESTOR SIGNATURE PAGE FOR ACCELR8 TECHNOLOGY CORPORATION
                            STOCK PURCHASE AGREEMENT
           Please print or type, Use ink only. (All Parties Must Sign)

The undersigned investor hereby certifies that he (i) has received and relied
solely upon the Disclosure Documents and this Stock Purchase Agreement and their
respective exhibits and schedules, (ii) agrees to all the terms, conditions,
representations, warranties and covenants of the Investor in this Stock Purchase
Agreement, (iii) meets the suitability standards set forth herein and (iv) is a
resident of the state or foreign jurisdiction indicated below.


Dollar Amount of Units Subscribed for: $______________________  ($100,000 Units)

<TABLE>
<CAPTION>
<S>     <C>    <C>


___________________________________________________                   If other than individual check one and indicate
Name of Investor (Print)                                              capacity of signatory under the signature:
                                                                      [  ]  Trust
___________________________________________________                   [  ]  Estate
Name of Joint Investor (if any) (Print)                               [  ]  Uniform   Gifts  to  Minors  Act, State of __________
                                                                      [  ]  Attorney-in-fact
                                                                      [  ]  Corporation
___________________________________________________                   [  ]  Other
Signature of Investor

                                                                      If Joint Ownership, Check one:
                                                                      [  ]  Joint Tenants with Right of Survivorship
___________________________________________________                   [  ]  Tenants in Common
Signature of Joint Investor (if any)                                  [  ]  Tenants by the Entirety
                                                                      [  ]  Community by Property
___________________________________________________
Capacity of Signatory (if applicable)                                 Backup Withholding Statement:
                                                                      Please check this box only if the investor is subject to
___________________________________________________                   backup withholding
Social Security or Taxpayer Identification Number
                                                                      Foreign Person:
Investor Address:                                                     [  ]  Please check this box only if the investor is a
                                                                            nonresident alien, foreign corporation, foreign
___________________________________________________                         partnership, foreign trust or foreign estate
Street Address
                                                                      Country ________________ Passport #__________________
___________________________________________________
City                           State      Zip Code                    ID #___________________  ID Type ____________________
-----------------

Telephone: (  )               Fax: (   )

Email:_____________________________________________
</TABLE>


The investor agrees to the terms of this Stock Purchase Agreement and, as
required by the Regulations pursuant to the Internal Revenue Code, certifies
under penalty of perjury that (1) the Social Security Number or Taxpayer
Identification Number and address provided above is correct, (2) the investor is
not subject to backup withholding (unless the Backup Withholding Statement box
is checked) either because he has not been notified that he is subject to backup
withholding as a result of a failure to report all interest or dividends or
because the Internal Revenue Service has notified him that he is no longer
subject to backup withholding and (3) the investor (unless, the Foreign Person
box above is checked) is not a nonresident alien, foreign partnership, foreign
trust or foreign estate.


AGREED AND ACCEPTED:

ACCELR8 TECHNOLOGY CORPORATION

--------------------------------------
By:  Thomas V. Geimer
Title: Chief Executive Officer

                                       12
<PAGE>


                        Statement of Accredited Investor




To:      Accelr8 Technology Corporation
         7000 Broadway, Building 3-307
         Denver, Colorado 80221
         Attn:  Thomas V. Geimer, Chief Executive Officer



Ladies and Gentlemen:

     The undersigned hereby refers to the Stock Purchase Agreement executed and
delivered to Accelr8 Technology Corporation (the "Company") by the undersigned
as of the date herewith. In connection with the subscription thereunder by the
undersigned to purchase securities of the Company, the undersigned hereby
represents and warrants to you that such individual or entity meets at least one
of the tests listed on the attached Exhibit for an "accredited investor" (as
such term is defined under Regulation D promulgated pursuant to the Securities
Act of 1933, as amended).

I qualify under:

     [  ]   Paragraph 1 (Officer or Director of the Company)
     [  ]   Paragraph 2 (Income exceeds $200,000 (Individual) or $300,000
              (Joint))
     [  ]   Paragraph 3 (Individual or Joint Assets exceed
              $1,000,000)
     [  ]   Paragraph 4 (Trust Assets exceed $5,000,000, with
              limitations)
     [  ]   Paragraph 5 (Corporate Assets exceed $5,000,000,
              with limitations)
     [  ]   Paragraph 6 (Entity owners are Accredited)


Dated: ______________, 2008


                                        Very truly yours,


                                        -----------------------------------
                                        Name of Individual #1 or Entity


                                        -----------------------------------
                                        Authorized Signature


                                        -----------------------------------
                                        Name of Individual #2, if applicable


                                        -----------------------------------
                                        Authorized Signature


                                       13
<PAGE>



                  EXHIBIT I TO STATEMENT OF ACCREDITED INVESTOR

                           ACCREDITED INVESTOR STATUS

NOTE: "Accredited Investors" are accorded special status under the federal
securities laws. Individuals who hold certain positions with an issuer or its
affiliates, or who have certain minimum individual income or certain minimum net
worth (each as described below) may qualify as Accredited Investors.
Partnerships, corporations or other entities may qualify as Accredited Investors
if they fulfill certain financial and other standards or if all of their equity
owners have incomes and/or net worth which qualify them individually as
Accredited Investors, and trusts may qualify as Accredited Investors if they
meet certain financial and other tests (as described below).

     You may qualify as an Accredited Investor under Regulation D promulgated
under the Securities Act of 1933 (the "1933 Act") if you meet any of the
following tests:

FOR INDIVIDUALS ONLY
--------------------

     1. You are a director or an executive officer of Accelr8 Technology
Corporation. An "executive officer" is the president, any vice president in
charge of a principal business unit, division or function (such as sales,
administration or finance), any other officer who performs a policy making
function or any other person who performs similar policy making functions for
Accelr8 Technology Corporation.

                                       OR

     2. You had individual income (exclusive of any income attributable to your
spouse) of more than $200,000 in each of the two most recent fiscal years, and
reasonably expect to have an individual income in excess of $200,000 in the
current year, or your spouse and you had a joint income in excess of $300,000 in
each of the two most recent fiscal years, and you reasonably expect to have a
joint income in excess of $300,000 in the current year. For purposes hereof,
income means adjusted gross income, as reported for federal income tax purposes,
increased by the following amounts: (i) the amount of any tax exempt interest
income under Section 103 of the Internal Revenue Code (the "Code") received,
(ii) the amount of losses claimed as a limited partner in a limited partnership
as reported on Schedule E of Form 1040, (iii) any deduction claimed for
depletion under Section 611 of the Code or (iv) any amount by which income has
been reduced in arriving at adjusted gross income pursuant to the provisions of
Section 1202 of the Code. In determining personal income, however, unrealized
capital gains should not be included. OR

     3. You have an individual net worth, or your spouse and you have a combined
net worth in excess of $1,000,000. For purposes of this statement, "net worth"
means the excess of total assets at fair market value, including home, home
furnishings and automobiles, over total liabilities.

FOR TRUSTS ONLY
---------------

     4. The Trust has total assets in excess of $5,000,000, was not formed for
the specific purpose of acquiring securities of Accelr8 Technology Corporation,
and the purchase of such securities is directed by a person with such knowledge
and experience in financial and business matters that he is capable of
evaluating the risks and merits of the prospective investment in such
securities.

FOR CORPORATIONS, PARTNERSHIPS OR OTHER PURCHASING ENTITIES
-----------------------------------------------------------

     5. Any corporation, partnership, limited liability company or limited
liability partnership not formed for the specific purpose of acquiring
securities of Accelr8 Technology Corporation, with total assets in excess of
$5,000,000.

                                       OR

     6. All equity owners of the purchasing entity are Accredited Investors.