Exhibit
14.2

ACCELR8
TECHNOLOGY  CORPORATION

CODE  OF
ETHICS AND STANDARDS OF CONDUCT

INTRODUCTION

This
Code of Ethics and Standards of Conduct has been adopted by the Board of
Directors of the Accelr8 Technology Corporation (Corporation) to
assure that the Corporation adheres to ethical standards and obeys all
applicable laws and that its employees, officers and directors clearly
understand what is required of them in that regard. The Code does not address
every ethical or legal issue that an employee, officer or director may face. The
Code is not a substitute for the exercise of good judgment by the
Corporations employees, officers and directors.

The
Corporation may from time to time adopt more detailed policies and procedures
with regard to certain areas covered by the Code and other matters not mentioned
in the Code. Compliance with the Code and compliance with the Corporations
policies and procedures are a condition of employment.

The
Corporations Audit Committee and Chief Financial Officer are responsible
for the implementation and administration of the Code. Each manager is
responsible for seeing that all employees under his or her supervision are
thoroughly familiar with the Code and are applying it consistently in all of
their business dealings. No employee has the authority to violate any of the
Codes provisions or to direct or authorize others to do so.

The
Code applies to Accelr8 Technology Corporation and to all subsidiaries, if any,
over which the Corporation has control. In business affiliations in which the
Corporation does not have control, representatives of the Corporation shall use
their influence to achieve adherence to the spirit and content of the Code. The
word employees in the Basic Principles and Practices includes
officers, and, when they are acting on behalf of the Corporation, directors.

BASIC
PRINCIPLES AND PRACTICES

ACCURATE
BUSINESS RECORDS

The
integrity and completeness of record-keeping is not only the Corporations
policy, it is also mandated by law. The Corporation is required to keep books,
records, and accounts that accurately and fairly reflect all transactions and to
maintain an effective system of internal controls. The improper alteration,
destruction, concealment or falsification of records or documents may result in
criminal penalties.



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Proper
recording of all transactions is essential to the Corporations control of
its affairs and the accuracy of its financial reporting. To maintain the
integrity of the accounting records, all entries in the Corporations books
and records must be prepared carefully and honestly and must be supported by
adequate documentation to provide a complete, accurate, and auditable record.
All employees have a responsibility to assure that their work is complete and
accurate. No false or misleading entry may be made for any reason, and no
employee may assist any other person in making a false or misleading entry.

Employees
must provide accurate and complete information to the Corporations
officers, legal counsel, independent auditors, and any other person authorized
to receive the information.

Secret
activities invite misconduct, while full disclosure reinforces responsibility
and acts as a powerful deterrent to wrongdoing. Therefore, undisclosed or
unrecorded transactions are not allowed for any purpose. Any employee having
information or knowledge of any undisclosed or unrecorded transaction or the
falsification of records should report it promptly to the Corporations
Chief Financial Officer, or the Chairman of the Audit Committee of the Board of
Directors.

COMPLIANCE
WITH LAWS

It is
the Corporations policy to comply with all laws, rules and regulations
that are applicable to its business, in the United States and in other
countries. To that end, the use of the Corporations funds or assets for an
unlawful or improper purpose is strictly prohibited. Where applicable laws,
rules and regulations are ambiguous, management shall obtain legal advice to
clarify their meaning and assure compliance.

CONFIDENTIALITY

Employees
should maintain the confidentiality of information entrusted to them by the
Corporation or its customers, except when disclosure is authorized or is legally
mandated. Confidential information is all non-public information about the
Corporation and its business. All employees must be careful not to disclose
non-public information to unauthorized persons, either within or outside of the
Corporation, and must exercise care to protect the confidentiality of such
information received from another party. If employees are unsure whether
information may be disclosed, they should ask their manager or seek advice from
the Chief Financial Officer or the Chairman of the Audit Committee. The
unauthorized disclosure of confidential information will be considered a serious
violation of the Code and may subject the violator to dismissal.

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CONFLICTS OF
INTEREST

While
the Corporation respects the privacy of its employees in the conduct of their
personal affairs, it insists that they fully discharge their employment
obligations to the Corporation. Employees should avoid any activity in which
their personal interests may come into conflict, or may appear to conflict, with
the interests of the Corporation in its relations with current or prospective
suppliers, customers, or competitors. Employees must report actual or potential
conflicts of interest to the Corporations outside counsel.

Two
factors that will be considered when determining whether a conflict of interest
exists are: (1) whether the employee is or could be in a position to influence
the Corporations relationship with the competitor, supplier, or customer;
and (2) whether the employees judgment could be affected, or could appear
to be affected, as it relates to the competitor, supplier, or customer because
of the significance of the employees personal interest. Without limiting
the general scope of this policy, the following relationships and courses of
conduct will be considered to involve a conflict of interest unless in special
circumstances they are specifically approved and waived by the Corporation:

|o |  | Concurrent employment by the Corporation and by any other firm or person if the
employment encroaches materially on time or attention that should be devoted to
the Corporations affairs.
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|o |  | Concurrent employment of employees by the Corporation and by a current or
potential competitor, supplier, or customer of the Corporation.
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|o |  | Holding by an employee or immediate relatives of an employee of a significant
financial interest in any current or potential competitor, supplier, or customer
of the Corporation. The term financial interest refers to any form
of ownership or amount of ownership. Generally, an employees financial
interest will not be considered significant if the employee and the
employees immediate relatives own less than 1% of a publicly held company.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Acceptance by an employee or an immediate relative of an employee of membership
on the board of directors of a current or potential competitor, supplier, or
customer of the Corporation.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|o |  | Acting as a consultant or advisor to a current or potential competitor of the
Corporation.
|- |  | ------------------------------------------------------------------------------------------

|o |  | Lending money to, guaranteeing debts of, or borrowing money from a current or
potential competitor, supplier or customer of the Corporation by or for an
employee or an immediate relative of an employee. The borrowing of money from a
financial institution that provides services to the Corporation is not
prohibited if the loan is of a type generally made available by the financial
institution to all, or a specific group, of the Corporations employees.
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|o |  | Participation by an employee in any charitable organization is encouraged except
where the employee may be expected to divulge privileged or confidential
information or trade secrets of the Corporation or take any other action that
may subvert the Corporations interest, reputation, or goodwill or where
the participation encroaches materially on time or attention that should be
devoted to the Corporations affairs.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CORPORATE
OPPORTUNITY

Employees
must not take for themselves personally opportunities that could reasonably be
available to the Corporation. An employee is prohibited from directly or
indirectly acquiring rights to any property that the employee knows the
Corporation may also be interested in acquiring. Employees should advance the
legitimate interests of the Corporation when the opportunity to do so arises.

EMPLOYMENT
MATTERS

It is
the policy of the Corporation to comply with applicable employment laws,
including those governing working conditions, wages, hours, benefits, and
minimum age for employment, wherever it conducts business. Violations may be
reported to the Corporations Chief Financial Officer or the Chairman of
the Audit Committee.

ENVIRONMENTAL
MATTERS

It is
the policy of the Corporation to comply with all applicable laws and regulations
for the protection of the environment and the conservation of natural resources.
The Corporation expects all of its employees to abide by established
environmental policies and procedures. Violations may be reported to the
Corporations Chief Financial Officer or the Chairman of the Audit
Committee.

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FAIR DEALING

When
interacting with the Corporations employees, competitors, suppliers, or
customers, each employee should strive to act with integrity and honesty and
avoid taking advantage of anyone through any unfair-dealing practice.

GIFTS,
GRATUITIES, AND ENTERTAINMENT

Receiving
business gifts, including the acceptance of meals and transportation, of nominal
value is permissible where customary. Receiving cash or gifts of significant
value is strictly prohibited. Customary business entertainment, including meals
or transportation, is proper unless the value, cost, or frequency of the
business entertainment is such that it could be interpreted as affecting an
otherwise objective business decision. When determining if a gift could be
interpreted as affecting an employees otherwise objective business
decision, the position of the employee and whether the employee is or could be
in a position to influence the Corporations relationship with the
competitor, supplier, or customer will be taken into account.

Business-related
social contacts can be in the best interest of the Corporation when properly
conducted on a limited basis. Employees should make every effort to ensure that
there is not the slightest reason for a third party to view these contacts as
improper.

IMPROPER
PAYMENTS

Business.
No payment may be made by or on behalf of the Corporation, directly or
indirectly, to officers, agents, or employees of customers, suppliers, or
competitors of the Corporation. Payment includes unearned commissions or
refunds, the donation or loan of the Corporations property or services of
the Corporations personnel, the incurring or paying of expenses on behalf
of another, and the reimbursing of officers, employees, or agents of the
Corporation for payments made by them on the Corporations behalf. Payment
does not include (1) any incentive program that is approved by a customer or
supplier and is consistent with industry practice, (2) a rebate or discount on
the Corporations products offered to all of the employees, or a specific
group of employees, of a customer or supplier, (3) authorized and reasonable
entertainment of customers, potential customers or others involved with the
Corporations business in a manner appropriate to the business relationship
and the discussion of business matters, or (4) gifts of sales promotion items.
While these transactions are not prohibited by this policy, they must be
accurately disclosed in the Corporations books of account.

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Government.
No payment may be made by or on behalf of the Corporation either directly or
indirectly to government officials, political candidates, or political parties.
Some of these payments are prohibited by law, and criminal sanctions in the form
of fines and imprisonment are frequently imposed for violations. Payments
include, but are not limited to, kickbacks, gratuities, payoffs, bribes, or the
payment of anything of value to government officials, political parties, or
candidates. This policy does not affect the right of employees, acting in an
individual capacity and not as representatives of the Corporation, to support
political parties or candidates of their choice.

Strict
adherence to this policy is required. It is the responsibility of management at
all levels to enforce this policy and of all employees to report violations to,
or, in doubtful cases, to seek advice from, their superiors or from the
Corporations outside counsel.

INSIDER
TRADING

Employees
may not trade in the Corporations securities or the securities of other
companies, including customers, suppliers, and others, on the basis of material
non-public information. Information is material if it may affect an
investors decision to buy, sell or hold securities of a company. The use
of material non-public information, regardless of how the information was
obtained, to buy or sell the Corporations stock, or to advise others to do
so, could have serious legal consequences.

OCCUPATIONAL
SAFETY

It is
the policy of the Corporation to provide its employees with a place of
employment that is free from recognized hazards, to comply with all applicable
safety laws and regulations, and to reduce the frequency, severity, and costs of
lost time occurrences. The Corporation expects all of its employees to abide by
established safety procedures. The Corporation is responsible for developing,
administering, and complying with its own safety and industrial hygiene program.
Violations may be reported to the Corporations Chief Financial Officer or
the Chairman of the Audit Committee.

PROTECTION
AND PROPER USE OF CORPORATE PROPERTY

Employees
should protect the Corporations assets and ensure their efficient use.
Theft of the Corporations assets will not be tolerated. The unauthorized
personal use of any of the Corporations property is strictly prohibited.

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IMPLEMENTATION
OF THE CODE

Each
manager is responsible for distribution of the Code to appropriate personnel
within the managers function or organization and for providing knowledge,
education, and understanding of its importance and meaning. It is not expected
that this Code will be distributed to personnel below the management or
supervisory level, unless in the view of the particular manager such
distribution is appropriate. Each employee given a copy of the Code must
acknowledge in writing receipt of the Code. Employees violating the Code will be
subject to disciplinary action, possibly including dismissal.

Employees
may be required periodically to certify, in writing, compliance with the Code or
to describe any deviations known to them.

REPORTING
VIOLATIONS OF THE CODE

An
employee who becomes aware of a violation of the Code or believes that a
violation may take place in the future must report the matter. Ordinarily, the
report may be made to the employees immediate supervisor who, in turn,
must report it to the Corporations Chief Financial Officer or the Chairman
of the Audit Committee. The employee also may bring the matter to the attention
of any person identified in the text of the Code or an appropriate person. To
ensure that a reporting employee is protected from reprisal, a request for
anonymity will be respected to the extent that it does not result in the
violation of the rights of another employee. A person making a good-faith report
of a possible violation of the Code will not be subject to retaliation.

| | WAIVER
| | ------

If an
employee believes that a waiver of the Code is necessary or appropriate,
including, but not limited to any potential or actual conflict of interest, or
any waiver of the Corporations policies or procedures, a request for a
waiver and the reasons for the request must be submitted in writing to the Chief
Financial Officer or the Chairman of the Audit Committee of the Corporation. An
officer or director must submit the request for a waiver to the Chairman of the
Audit Committee of the Board. Any waiver of the Code for executive officers and
directors will be disclosed in accordance with the requirements of the United
States Securities and Exchange Commission and the American Stock Exchange.

Approved
by the Board of Directors October __, 2005.

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