Option Agreement

 Option Agreement

     AGREEMENT  made this 25th day of October,  1990,  by and between  Thomas V.
Geimer (the  "Optionee") and Accelr8  Technology  Corporation (the "Optionor" or
the "Company"), a Colorado corporation.

     The Optionor desires,  by affording Optionee an opportunity to purchase its
no par value  common  shares,  to advance the  interests of the Optionor and its
shareholders  by  encouraging  and  enabling  Optionee,   upon  whose  judgment,
initiative  and effort the Optionor is dependent for the  successful  conduct of
its  business,  to acquire and retain a  proprietary  interest  in the  Optionor
through ownership of its stock.

     IT IS THEREFORE AGREED:

     1. Option. Optionee is hereby granted the option to purchase 800,000 shares
of Common  Stock,  no par value  ("Common  Stock" or "Stock"),  of the Optionor,
which Option must be  exercised,  if at all, on or before the dates set forth in
Section 3 below,  and in the  increments  also set forth in Section 3 below.  If
such  option  is  exercised,  it shall be given to the  Optionor  in the  manner
provided by this Agreement.

     2. Exercise Price. The exercise price of the 800,000 shares subject to this
Agreement shall be $.06 per share ("Exercise Price").

     3.  Exercise  of  Option.  The option to  purchase  800,000  shares  became
exercisable on October 25, 1990, and shall remain  exercisable  until 5:00 P.M.,
Denver time,  on December 31,  1995.  Exercise  must be in the form of a written
request,  presented to the  Secretary of the Company at the  Company's  offices,
substantially  in the form  attached  hereto as  Exhibit A, and  accompanied  by
evidence of ownership of the option.  Shares  issued upon exercise of the option
will be restricted stock of the Optionor and will bear a legend to that effect.

     4. Transfer of Options.  The options  herein granted may not be voluntarily
transferred  or  assigned,  in whole or in part,  without  the  express  written
consent of the Optionor.  The options may not be pledged or  hypothecated in any
way and no option shall be subject to execution,  attachment or similar  process
without the express written consent of the Optionor.

     5. Adjustments of Exercise Price:

     (A) If the Optionor should at any time or from time to time hereafter issue
any  Stock as a stock  dividend  or other  distribution  to  shareholders,  then
forthwith  upon such  issue,  the  Exercise  Price  shall be adjusted to a price
(computed to the nearest cent)  determined by dividing (i) the sum of the number
of shares of Stock outstanding immediately prior to such issue multiplied by the
Exercise  Price in  effect  immediately  prior to such  issue by (ii) the  total
number of shares of Stock outstanding immediately after such issue.

     (B) If the  Optionor  should  at any  time or from  time to time  hereafter
reduce the  amount of the Stock  then  outstanding  by  reverse  stock  split or
otherwise,  then  forthwith  upon such  reduction,  the Exercise  Price shall be
adjusted to a price  (computed to the nearest  cent)  determined by dividing (i)
the sum of the number of shares of stock  outstanding  immediately prior to such
reduction  multiplied by the Exercise Price in effect  immediately prior to such
reduction,  by (ii) the total number of shares of Stock outstanding  immediately
after such reduction.

     (C) No  Adjustment  for Small  Amounts.  Anything in this  Section 5 to the
contrary  notwithstanding,  the Optionor shall not be required to give effect to
any  adjustment in the Exercise  Price unless and until the net effect of one or

more adjustments,  determined as above provided, shall have required a change of
the Exercise Price at least one cent, but when the cumulative net effect of more
than one adjustment so determined  shall be to change the actual  Exercise Price
by at least one cent, such change in the Exercise Price shall thereupon be given
effect.

     (D) Number of Shares  Adjusted.  Upon any adjustment of the Exercise Price,
the Holder of the option under this Agreement  shall  thereafter  (until another
such adjustment) be entitled to purchase,  at the new Exercise Price, the number
of shares,  calculated to the nearest full share,  obtained by  multiplying  the
number of shares of Stock initially issuable upon exercise of Options under this
Agreement  by the  Exercise  Price in effect on the date hereof and dividing the
product so obtained by the new Exercise Price.

(E) Stock Defined for Purpose of Section 5.  Whenever  reference is made in this
Section 5 to the issue or sale of shares of Stock,  the term "Stock"  shall mean
the Stock of the Optionor of the class  authorized as of the date hereof and any
other  class of stock  ranking  on a parity  with such  Stock.  However,  shares
issuable upon exercise of this Option Agreement shall include only shares of the
class  designated  as no par value  Common  Stock of the Optionor as of the date
hereof.

     6. Officer's Certificate.  Whenever the Exercise Price shall be adjusted as
required by the  provisions of Section 5 hereof,  the Optionor  shall  forthwith
file in the custody of its Secretary or and Assistant Secretary at its principal
office,  and with its Transfer Agent, if any, an officer's  certificate  showing
the adjusted  Exercise Price  determined as herein provided and setting forth in
reasonable  detail the facts  requiring  such  adjustment.  Each such  officer's
certificate  shall be made available at all  reasonable  times for inspection by
the  Optionee  and the  Optionor  shall,  promptly  after each such  adjustment,
deliver a copy of such certificate to the Optionee.  Such  certificate  shall be
conclusive as to the  correctness of such  adjustment if the Optionee under this
Agreement does not give written notice of an objection to the Optionor within 15
days after such officer's  certificate was mailed or otherwise  delivered to the
Optionee. If the Optionor is given written notice of objection,  and the parties
cannot reconcile the dispute, it shall be arbitrated pursuant to the laws of the
State of Colorado, or as the parties otherwise agree.

     7. Notice of Optionee.  So long as options  under this  Agreement  shall be
outstanding  and  unexercised (i) if the Optionor shall pay any dividend or make
any  distribution  upon the Stock,  or (ii) if the  Optionor  shall offer to the
holders of Stock for subscription or purchase by them any shares of stock of any
class  or any  other  rights  or  (iii)  if any  capital  reorganization  of the
Optionor,  reclassification of the capital stock of the Optionor,  consolidation
or merger of the  Optionor  with or into  another  corporation,  sale,  lease or
transfer of all or substantially  all of the property and assets of the Optionor
to another corporation, or voluntary or involuntary dissolution,  liquidation or
winding up of the  Optionor  shall be  effected,  then,  in any such  case,  the
Optionor shall cause to be delivered to the Optionee, at least ten days prior to
the date specified in (A) or (B) below, as the case may be, a notice  containing
a brief  description of the proposed  action and stating the date on which (A) a
record is to be taken of the purpose of such dividend,  distribution  or rights,
or (B) such reclassification, reorganization, consolidation, merger, conveyance,
lease, dissolution, liquidation, or winding up is to take place and the date, if
any,  is to be  fixed,  as of which  the  holders  of Stock of  record  shall be
entitled to exchange  their  shares of Stock for  securities  or other  property
deliverable upon such reclassification,  reorganization,  consolidation, merger,
conveyance, dissolution, liquidation or winding up.

     8. Termination of Agreement.  This Agreement shall terminate and all rights
thereunder shall cease upon the occurrence of any of the following events:

                                       -2-

     (a) Mutual agreement of the parties.

     (b) The  administration  of the  Optionor's  affairs in any  bankruptcy  or
         receivership action, or other proceedings for the relief of debtors.

     (c) Expiration of the exercise period set forth in Section 3 above.

     9. Benefit.  This Agreement shall bind the respective parties,  jointly and
severally, their successors, assigns, administrators, and executors.

     10. Arbitration.  In the event any controversy or claim arising out of this
Agreement  cannot be settled by the parties,  such controversy or claim shall be
settled by arbitration in accordance with the Uniform Arbitration Act as adopted
in  Colorado,  and  judgment  on the award may be  entered  in any court  having
jurisdiction thereof.

     11. Notice. All  communications,  notices and demands of any kind which any
party may be  required or desire to give to or serve on the other party shall be
made in writing and sent by registered or certified mail,  postage paid,  return
receipt  requested,  to the addresses then shown on the books and records of the
Optionor.

         IN WITNESS WHEREOF,  the foregoing has been signed as of the date first
written above.

                                          ACCELR8 TECHNOLOGY CORPORATION

By: Harry J. Fleury                       By:  /s/ Thomas V. Geimer
    -----------------------------             ----------------------------------
                                          Thomas V. Geimer

                                          400 S. Steel Street #19
                                          --------------------------------------
                                                   Address

                                          Denver, CO 80209
                                          --------------------------------------

                                          ###-##-####
                                          --------------------------------------
                                                 Social Security Number

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                                    EXHIBIT A

                              OPTION EXERCISE FORM

                         Accelr8 Technology Corporation

                                                   Date:________________, 199_

     The  undersigned  hereby elects  irrevocably  to exercise his or its rights
under  the  Option   Agreement   dated   October  25,  1990,   and  to  purchase
________________  shares of Common Stock of the Company called for thereby,  and
hereby makes payment of $ ____________  (At the rate of $.09 per share of Common
Stock)  payable to Accelr8  Technology  Corporation  in payment of the  Exercise
Price  pursuant  thereto,  and if such number of shares  shall not be all of the
shares purchasable hereunder,  the undersigned retains the right to exercise the
balance of the option in accordance with the Option Agreement.  Please issue the
shares of Common Stock as to which this option is exercised in  accordance  with
instructions given below.

                                   Signature:
                                              ---------------------------------

                                   Signature Guaranteed:
                                                        -----------------------
                                  
                                   By:
                                       ----------------------------------------

                       INSTRUCTIONS FOR ISSUANCE OF STOCK

Name
- --------------------------------------------------------------------------------
                            (Print in Block Letters)

Address
- --------------------------------------------------------------------------------

NOTICE:  The signature to this form to exercise must correspond with the name as
written upon the face of the Option Agreement or an Assignment  thereof in every
particular without alteration or enlargement or any change whatsoever,  and must
be guaranteed by a bank,  other than a savings bank, or by a trust company or by
a firm having membership on a registered national securities exchange.

                                       -4- 

Basic Info X:

Name: Option Agreement
Type: Option Agreement
Date: Oct. 30, 1996
Company: ACCELER8 TECHNOLOGY CORP
State: Colorado

Other info:

Date:

  • 25th day of October , 1990
  • December 31 , 1995
  • October 25 , 1990

Organization:

  • D Number of Shares Adjusted
  • E Stock Defined for Purpose of Section 5
  • Accelr8 Technology Corporation

Location:

  • State of Colorado
  • Denver

Money:

  • $ .06
  • one cent
  • # # # #
  • $ .09

Person:

  • Optionee
  • Harry J. Fleury
  • Thomas V. Geimer

Time:

  • 5:00 P.M.