Exhibit 10.4

                       INDEMNITY AND RESTRICTION AGREEMENT


     This Indemnity Agreement and Restriction Agreement (the "Agreement") is
made and entered into this 8th day of July, 1998 by SOLAR SATELLITE
COMMUNICATION, INC., a Colorado corporation ("Primary Indemnitor") whose
principal business address is 303 E. 17th Avenue, Suite 1000, Denver, Colorado,
BURTON C. BOOTHBY ("Indemnitee") whose business address is 5650 Greenwood Plaza
Boulevard, Suite 103, Englewood, 80111, SATELLITE INTEREST GROUP, LLC, a
Colorado limited liability company ("SIG") whose business address is 5650
Greenwood Plaza Boulevard, Suite 107, Englewood, 80111 and ST. CHARLES
INVESTMENT COMPANY, a Colorado corporation ("St. Charles") whose business
address is 5650 Greenwood Plaza Boulevard, Suite 103, Englewood, 80111.

                                    RECITALS

A.   Primary Indemnitor owns 527,650 shares of stock (the "Accelr8 Stock") in
     Accelr8 Technology Corporation, a Colorado corporation ("Accelr8") which
     shares are represented by two stock certificates (the "Accelr8
     Certificates"), to wit: Accelr8 Stock #1797 which originally represented
     610,600 shares of Accelr8 Stock and now represents 152,650 shares of
     Accelr8 Stock as a result of a 1 for 4 reverse stock split and Accelr8
     Stock #1428 which originally represented 1,500,000 shares of Accelr8 Stock
     and now represents 375,000 shares of Accelr8 Stock as a result of the 1 for
     4 reverse stock split.

B.   The Accelr8 Certificates have been lost, stolen, destroyed or misplaced;

C.   Primary Indemnitor desires to obtain a lost instruments bond (the
     "Indemnity Bond" ) to submit to Accelr8 and/or its transfer agent
     (collectively, the "Issuer") in order to induce the Issuer to issue
     replacement stock certificates (the "Replacement Certificates") for the
     Accelr8 Stock;

D.   Seaboard Surety Company (the "Seaboard") has agreed to issue its Indemnity
     Bond to Primary Indemnitor on the condition that Boothby issue his
     Agreement of Indemnity (the "Boothby Indemnity") to Seaboard;

E.   SIG is the majority shareholder of the Primary Indemnitor and is entitled
     to receive a fee (the "Asset Rehabilitation Fee") from the Primary
     Indemnitor in the amount of $2,500,000 when and if the Replacement Shares
     are issued;

F.   St. Charles owns a 25% membership interest in and to SIG and is entitled to
     receive a fee (the "Credit Facilitation Fee") from SIG in the amount of
     $1,600,000 when and if the Replacement Shares are issued;


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G.   Boothby has signed and delivered the Boothby Indemnity to Seaboard, and
     will authorize Seaboard to issued its Indemnity Bond to the Issuer, subject
     to the terms and conditions of this Agreement.

     NOW, THEREFORE, in consideration of Boothby issuing the Boothby Indemnity
and authorizing Seaboard to issue its Indemnity Bond to Issuer, the parties
agree as follows:

1.  INDEMNITY OF PRIMARY INDEMNITOR. The Primary Indemnitor hereby agrees at all
times to indemnify and save harmless Boothby from and against any and all
liabilities, losses, damages, judgments, costs, charges, counsel fees and
expenses of every nature and character which he may sustain or incur by reason
or on account of issuing the Boothby Indemnity to Seaboard.

2.  COVENANTS OF PRIMARY INDEMNITOR. The Primary Indemnitor covenants and agrees
until the Termination Date (as defined and described in Section 3), without the
prior written consent of Boothby, which consent Boothby may withhold for any
reason whatsoever, the Primary Indemnitor will comply with and observe the
following negative covenants and provisions (collectively, the "Restrictions"),
and will not:

    A.  Make any loan or advance to any person or entity unless the loan is
        fully secured.

    B.  Declare or pay any dividends, purchase, redeem, retire, or otherwise
        acquire for value any of its authorized stock (or rights, options or
        warrants to purchase shares of its authorized stock) now or hereafter
        outstanding, return any capital to its shareholders as such, or permit
        any subsidiary to do any of the foregoing; provided, however, that
        nothing herein contained shall prevent the Primary Indemnitor from
        effecting a stock split.

    C.  Make, or enter into any agreement under which Primary Indemnitor would
        be bound to make, any purchase, redemption, retirement or other
        acquisition for value of any of its outstanding shares, except for
        distributions incident to the redemption of stock made pursuant to
        existing redemption agreements.

    D.  Merge or consolidate with, or sell, assign, lease or otherwise dispose
        of or voluntarily part with the control of (whether in one transaction
        or in a series of transactions) a material portion of the assets of the
        Primary Indemnitor or any assets of any subsidiary (except for a sale of
        all assets to, or merger of any subsidiary into, the Primary Indemnitor)
        (whether now owned or hereafter acquired) to any Person or entity.

    E.  Enter, or permit any subsidiary to enter, into any transaction,
        including, without limitation, any loans or extensions of credit, with
        any officer or director of the Primary Indemnitor or holder of more than
        10% of any class of authorized stock of the Primary Indemnitor, or any
        member of their respective immediate families or any corporation or

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        other entity directly or indirectly controlled by one or more of such
        officers, directors or shareholders or members of their immediate
        families.

    F.  Make, or permit any subsidiary to make, any material change in the
        nature of its business as carried on at the date hereof.

    G.  Make any amendment to its Articles of Incorporation or Bylaws which
        limits its legal capacity or ability to perform its obligations under
        this Agreement.

    H.  Pay salaries, bonuses or other compensation to its officers and
        directors in an aggregate amount exceeding Thirty Thousand Dollars
        ($30,000.00) in any fiscal year.

3.  TERMINATION OF RESTRICTIONS. The Restrictions set forth in Section 2 above
shall terminate on the earlier of (the "Termination Date"): (a) the date that
Boothby is released from the Boothby Indemnity; (b) the date that the Boothby
Indemnity becomes legally unenforceable; (c) the seventh (7th) anniversary of
Seaboard's issuance of the Indemnity Bond; or (d) the date that this Agreement
automatically terminates because St. Charles can "cover" for Boothby pursuant to
Section 6.

4.  SUBORDINATION OF DISTRIBUTIONS. SIG shall not receive or accept from the
Primary Indemnitor any dividends, distributions of cash or assets, or return of
capital (collectively, the "Distributions") until the Termination Date. If SIG
should receive a Distribution prior to the Termination Date it shall hold any
amount so received in trust for the Indemnitee to be applied or held by it to
make any indemnity payments that the Primary Indemnitor may be required to make
to Indemnitee pursuant to Section 1.

5.  SECONDARY INDEMNITY. SIG and St. Charles hereby agree at all times to
indemnify and save harmless Boothby from and against any and all liabilities,
losses, damages, judgments, costs, charges, counsel fees and expenses of every
nature and character which he may sustain or incur by reason or on account of
issuing the Boothby Indemnity to Seaboard, in the event that the indemnity of
the Primary Indemnitor is uncollectible. The indemnity set forth in this Section
5 is intended to be a secondary indemnity to be exercised by Boothby only after
exhausting his rights and remedies against the Primary Indemnitor. The Primary
Indemnitor shall have no rights of contribution against SIG or St. Charles.

6.  TERMINATION IF ST. CHARLES CAN COVER. In the event that the price per share
of Accelr8 stock drops to the extent that St. Charles can "cover" Boothby by
purchasing 527,650 shares of Accelr8 Stock with its $1,600,000 Credit
Facilitation Fee, then this Agreement shall automatically terminate. St. Charles
shall be deemed to be able to "cover" if the Closing Price for Accelr8 stock in
the National Association of Securities Dealers Automatic Quotation System
remains at or below $3.00 per share for thirty (30) consecutive calendar days.
If this Agreement automatically terminates pursuant to this Section 6, at the
request of any party, all parties shall sign a written statement acknowledging
that this Agreement is terminated.

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7.  SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall be binding
upon and shall inure to the benefit of the heirs, administrators, successors and
assigns of Boothby and Indemnitor. In the event of the death or incompetence of
Boothby, the trustee of the Burton C. Boothby Trust is hereby empowered to
consent to the waiver of the Restriction set forth in Paragraph 2.

    DONE AND SIGNED this 8th day of July, 1998.



INDEMNITEE:                            /s/  Burton c. Boothby
                                       ---------------------------------------
                                       BURTON C. BOOTHBY


INDEMNITOR:                            SOLAR SATELLITE COMMUNICATION,
                                       INC., a Colorado corporation


                                       By: /s/  Robert J. Guerra
                                          ------------------------------------
                                             Name:  Robert J. Guerra
                                             Title:    President


                                       ST. CHARLES INVESTMENT COMPANY,
                                       a Colorado corporation


                                       By: /s/  Burton c. Boothby
                                          ------------------------------------
                                             Name:  Burton C. Boothby
                                             Title:    President


                                       SATELLITE INVESTMENT GROUP, LLC
                                       a Colorado limited liability company


                                       By: /s/  Robert J. Guerra
                                          ------------------------------------
                                             Name:  Robert J. Guerra
                                             Title:    Manager

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