NUMBER                   ACCELR8 TECHNOLOGY CORPORATION                  SHARES

              Incorporated under the laws of the State of Colorado
                           Common Stock, No Par Value

                                                              CUSIP 004304 10 1


 This Certifies That
                    ----------------------------------------------------------

 is the owner of
                ----------------------------------------------------------------

 fully paid and non-assessable Common Shares, no par value per share, of

                         Accelr8 Technology Corporation

transferable  only on the books of the Company by the holder hereof in person or
by  duly  authorized  attorney  upon  surrender  of  this  Certificate  properly
endorsed.  This  certificate  and the shares  represented  hereby are issued and
shall be subject to all the provisions of the Articles of Incorporation,  to all
of which the holder by acceptance hereby assents.

     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed in
facsimile by its duly authorized  officers and the facsimile seal of the Company
to be duly affixed hereto.

     This  Certificate  is not valid unless duly  countersigned  by the Transfer
Agent and Registrar.


             Dated


- ----------------------------------         ------------------------------------
   Harry J. Fleury, President              Thomas Geimer, Chairman of the Board

                                                               Countersigned by:
                                              American Securities Transfer, Inc.




                                                                    EXHIBIT 4.1

                         ACCELR8 TECHNOLOGY CORPORATION

                       Transfer Fee: $7.00 Per Certificate



     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:

TEN COM   as tenants in common             UNIF GIFT MIN ACT   Custodian
                                                              (Cust     (Minor)
TEN ENT   as tenants by the entireties            under Uniform Gifts to Minors

JT TEN    as joint tenants with rights of
          survivorship and not as tenants         Act
          in common                                                 State

              Additional abbreviations may also be sued thought not
                               in the above list.



For value received, ______________ hereby sell, assign and transfer unto

Please insert social security or other identifying number of assignee

- -------------------------------------------------------------------------------
                Please print or type name and address of assignee


 ----------------------------------------------------------------------  Shares

of  the  Common  Stock  represented  by the  within  Certificate  and do  hereby
irrevocably constitute and appoint


- --------------------------------------------------------------------------------
Attorney  to  transfer  the  said  stock  on  the  books  of  the   within-named
Corporation, with full power of substitution in the premises.

Dated

SIGNATURE GUARANTEED:


THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN ABOVE
UPON THE FACE OF THE  CERTIFICATE  IN EVERY  PARTICULAR,  WITHOUT  ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER.
- --------------------------------------------------------------------------------
SIGNATURE(S)  MUST BE GUARANTEED  BY A COMMERCIAL  BANK OR MEMBER FIRM OF ONE OF
THE FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, AMERICAN STOCK EXCHANGE,
MIDWEST STOCK EXCHANGE, PACIFIC COAST STOCK EXCHANGE