Exhibit
14.1

ACCELR8
TECHNOLOGY  CORPORATION

CODE  OF
ETHICS FOR CHIEF FINANCIAL OFFICER AND SENIOR FINANCIAL OFFICERS

INTRODUCTION:

This
Code of Ethics is established pursuant to Section 406 of the Sarbanes-Oxley Act
of 2002, which requires that the Company establish a code of ethics to apply to
the Companys principal executive officer and certain of the Companys
senior financial officers, including but not limited to, the Companys
principal financial officer, controller, principal accounting officer, or
persons performing similar functions (collectively the Officers).

The
Officers should note that simply complying with Laws or following widespread
business practices may not be enough to comply with this Code of Ethics. It is
therefore very important that the Officers read and understand this Code of
Ethics. If any Officer has a question regarding this Code of Ethics, then such
Officer should contact the Companys counsel.

PURPOSE:

The
purpose of this Code of Ethics is to deter wrongdoing and to promote:

| | (1)
Honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)
Full, fair, accurate, timely, and understandable disclosure in the periodic
reports required to be filed by the Company and in the Companys public
communications;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3)
Compliance with applicable governmental laws and regulations;
| | -----------------------------------------------------------------

| | (4)
The prompt internal reporting of violations of this Code of Ethics to an  appropriate
person or persons identified in this Code of Ethics; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------

| | (5)
Accountability for adherence to this Code of Ethics.
| | --------------------------------------------------------

This
Code of Ethics must be applied by the Officers in good faith and with reasonable
business judgment to enable the Company to achieve its operating and financial
goals within the framework of the Law.



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DEFINITIONS:

As  used in
this Code of Ethics:

(a) Board means
the Board of Directors of Accelr8 Technology Corporation;

(b) Audit
Committee means the Audit Committee of the Board of Directors of Accelr8 Technology
Corporation.

(c) Company means
Accelr8 Technology Corporation, a Colorado corporation and its successors.

(d) Employees means
all employees of Accelr8 Technology Corporation.

(e) Laws means
laws and rules and regulations of governmental agencies and  authorities.

POLICY:

A. Ethical
Standards of Conduct

The
Officers must follow the accounting rules and controls set forth by the
Securities and Exchange Commission and the Public Company Accounting Oversight
Board.

The
Officers must also comply with the obligations set out in the Sarbanes-Oxley Act
of 2002.

Each
Officer shall, when required, provide full, fair, accurate, timely, and
understandable disclosure in the periodic reports that the Company is required
to file. Accordingly, all account books, budgets, project evaluations, expense
accounts and other papers utilized in maintaining business records must
accurately report the matters to which they relate.

All
assets and liabilities of the Company must be carefully and properly set forth
in the Companys financial records. The Companys independent auditors
must be given full access to all information of the Company necessary for them
to properly conduct any audit of the Company or any subsidiary or division of
the Company.

No
Officer shall conceal a mistake in the Companys financial reporting. All
such mistakes must be fully disclosed and corrected as promptly as possible.
Falsification of any Company record is strictly prohibited and will result in
instant dismissal and possible criminal charges.

No
Officer may request or be granted a loan or payroll advance from the Company.



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All
Officers must comply with all applicable securities Laws.

The Officers
must strive to apply high ethical, moral and legal principles in every aspect of
their business dealings with other Employees, the public, the business
community, stockholders, customers, suppliers and governmental and regulatory
authorities.

All
Officers must avoid any activities that would involve the Company in any
practice that is not in compliance with this Code of Ethics. Any Officer who
does not adhere to such standards and restrictions is acting outside the scope
of his or her employment.

The
Company will not excuse any violation of this Code of Ethics by an Officer even
if the violation was specifically requested or directed by another Officer.

Only
the Audit Committee can authorize a waiver of this Code of Ethics.

Each Officer
must alert the Audit Committee, whenever an illegal, dishonest, or unethical act
of another Officer is discovered or suspected by such Officer, and each Officer
must alert the Corporate Compliance Officer whenever an illegal, dishonest, or
unethical act of an Employee or agent of the Company is discovered or suspected.
No Officer will be penalized by the Company for reporting his or her discovery
of such acts or for reporting suspicions of such acts provided that such Officer
is acting in good faith and is not a party to or responsible (alone or with
others) for such acts. If any Officer has information, concerns, or suspicions
regarding any illegal or unethical conduct, and is uncertain if a reporting
responsibility has arisen, then such Officer should immediately contact Company
counsel for assistance in making such determination.

Conflicts
of interests are to be avoided by the Officers. A conflict of interest exists if
an Officers actions are, or influenced, directly or indirectly, by
personal considerations or by actual or potential personal benefit or gain. If a
conflict of interest is unavoidable it must be disclosed at the earliest
opportunity. Conflicts of interests can arise with respect to financial and
business interests, investments, relationships with suppliers, and the offering
of prizes, samples, gifts, gratuities or incentives.

B.
Administration of this Code of Ethics

This
Code of Ethics shall be administered as follows:

1.     
Responsibility for Administration

The Audit
Committee shall be responsible for interpreting and administering this Code of  Ethics.
In discharging its responsibilities, the Audit Committee may engage such agents  and
advisors, as it shall deem necessary or desirable, including but not limited  to
attorneys and accountants.



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2.     Scope of
this Code of Ethics

The
Audit Committee shall periodically, in light of the experience of the Company,
review this Code of Ethics. As it deems necessary, the Audit Committee shall
make recommendations to the Board to ensure that (i) this Code of Ethics
conforms to applicable Law, (ii) this Code of Ethics meets or exceeds industry
standards, and (iii) any weaknesses in this Code of Ethics or any other policy
of the Company revealed through monitoring, auditing, and reporting systems are
eliminated or corrected.

3.     Waiver
or  Amendment of this Code of Ethics

The
Audit Committee may grant a specific, limited waiver of any provision of this
Code of Ethics if the Audit Committee determines, based on information that the
Audit Committee deems credible and persuasive, that such a limited waiver is
appropriate under the specific circumstances (and each fact situation will be a
separate case). If the Audit Committee waives any provision of this Code of
Ethics, then the Company shall make an immediate disclosure of such waiver in a
manner permitted by applicable Law. This Code of Ethics may be amended only by
the Board.

4.      Monitoring
and Auditing

The
information developed by the Companys independent auditors in performing
their audit engagement on behalf of the Company, and the information developed
by the Companys internal auditors in the performance of their assigned
responsibilities, shall be made available to the Audit Committee as a means of
monitoring compliance with this Code of Ethics.

5.     Reporting
System

Any
suspected violation of this Code of Ethics shall be promptly reported to the
Audit Committee.

6.      Investigation
of Violations

If the
Company receives information regarding an alleged violation of this Code of
Ethics, then the Audit Committee shall:

(1) evaluate
such information as to gravity and credibility;

(2) if
necessary, initiate an informal inquiry or a formal investigation with respect
thereto:

(3) if
appropriate, prepare a written report of the results of such inquiry or  investigation,
including recommendations as to the disposition of such matter;

(4) if
appropriate,  make the results of such inquiry or investigation  available to the public
(including disciplinary  action); and



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(5) if
appropriate, recommend changes to this Code of Ethics that the Audit Committee
deems necessary or desirable to prevent similar violations of this Code of
Ethics.

7.      Disciplinary
Measures

The
Audit Committee shall enforce this Code of Ethics through appropriate
disciplinary actions. The Audit Committee shall determine whether violations of
this Code of Ethics have occurred and, if so, shall determine the disciplinary
actions to be taken against any Officer who has violated this Code of Ethics.

The
disciplinary actions available to the Audit Committee include counseling, oral
or written reprimands, warnings, probations or suspensions (with or without
pay), demotions, reductions in salary, terminations of employment, and
restitution.

The
jurisdiction of the Audit Committee shall include, in addition to the Officer
that violated this Code of Ethics, any other Employee involved in the wrongdoing
such as (i) persons who fail to use reasonable care to detect a violation and
(ii) persons who were requested to divulge information about a suspected
violation of this Code of Ethics, but withheld material information regarding a
suspected violation.