(Company and Individual)

     WHEREAS,  Accelr8 Technology Corporation,  303 East 17th Avenue, Suite 108,
Denver,  Colorado 80203,  is a Colorado  Corporation  (hereafter  referred to as
"Owner")  is the owner of  valuable  trade  secrets  relating  to the design and
marketing of certain computer  software,  hardware or combined computer software
and hardware systems more specifically described on Exhibit "A" attached; and

     WHEREAS,  the Owner is  desirous  of  disclosing  said  information  to the
undersigned for the purposes of entering into a licensing,  investment, or other
agreement; and

     WHEREAS,  the Owner wishes to maintain in confidence  said  information  as
trade  secret,  and the fact the Owner has  disclosed  said  information  to the
undersigned until the aforesaid agreement is signed; and

     WHEREAS,  the  undersigned  recognized  the  necessity of  maintaining  the
strictest  confidence with respect to the aforementioned  trade secrets pursuant
to this Agreement.

     I, the undersigned  personally and as an authorized  agent for the Company,
do hereby agree and bind myself and the Company as follows:

     l The Company and I shall observe the strictest secrecy with respect to all
information  involving  the  aforementioned  trade  secrets  and our  evaluation
thereof  including  taking any  affirmative  steps  necessary  to maintain  such
secrecy and we shall be  responsible  for any damage  resulting  from any breach
thereof by anyone who learned of such information through the Company or me.

     2 The Company and I shall neither make use of nor disclose to third parties
during the period of this Agreement and thereafter any such trade secrets or our
evaluation  unless  prior  consent in writing is given by the Owner.  Should the
Company or I at a later  date,  feel that such  information  has  become  public
knowledge through no fault of the Company's or mine and the Company or I wish to
be released from our obligations of  confidentiality  hereunder,  then the Owner
will not  unreasonably  withhold  its  consent  to such a release  provided  the
Company or I produce clear and convincing evidence of such public knowledge.  It
is  understood  that this  Agreement  covers  only  trade  secrets  that are not
previously known or otherwise in the public domain or a part of the knowledge of
the  Company  or me at the  time  of  disclosure  and if the  Company  or I have
knowledge of any of the trade secrets herein  disclosed,  whether such knowledge
is known by me, the Company or the public, the Company or I will promptly notify
the Owner in writing of such knowledge and produce clear and convincing evidence
thereof within thirty days of the date below.

     3. If the  Company  or I feel  that  if we must  consult  other  people  or
corporations,  all such  people  and  corporations  must  enter  into a separate
agreement with the Owner before disclosure of these trade secrets.

     4. If within thirty days after the date of this  Agreement the parties have
not made another written  arrangement  regarding the Company's future use of the
aforementioned  trade  secrets,  the  Company  and I  shall  not  use any of the
aforementioned  trade  secrets nor any  information  derived  therefrom  and the
Company  and I shall  promptly,  within  seven  days of the end of said  period,
return any and all  original  materials  provided  us by Owner,  and any and all
copies thereof,  to the Owner by certified mail, return receipt  requested.  The
Company and I covenant (a) not to keep any information relating in any manner to
the aforesaid  Trade Secrets in any form or medium in our files,  (b) not to use
the aforesaid Trade Secrets as the basis for any future research and development
effort,  and (c) not to use the  aforesaid  trade  secrets to  improve  upon the
Owner's system.

     5. The Company and I agree that this  Agreement  shall be binding on me and
our  employees  and that we will not disclose the trade secrets of the Owner nor
the  subject  matter  of our  evaluation  to anyone  other  than to those of our
employees who will need to know such information.

     6. The Company and I acknowledge  and agree that all of our employees  have
signed or will Sign agreements  consistent with the terms and conditions of this
Agreement  before  they are  allowed  to have any  contact  whatsoever  with the
subject matter hereinabove set forth.

     7. Nothing herein shall constitute or otherwise be construed as granting to
the undersigned any interest or license under the  aforementioned  trade secrets
or under any patent or patent  application or under any copyright  heretofore or
hereafter  granted or filed in which the Owner now has or  subsequently  obtains
any right, title or interest.

     8. The  unauthorized  use or  disclosure  by me or the Company of the trade
secrets or of the evaluation referred to above would cause irreparable injury to
the  Owner and the  Company  and I,  therefore,  agree  that the Owner  shall be
entitled,  in  addition  to any other  remedies  and  damages  available,  to an
injunction (without necessity of posting or filing a bond or any other security)
to restrain  violation  hereof by me or by the  Company,  its agents,  servants,
employers, employees and an persons acting therefor.

     9. This  Agreement is executed and delivered  within the State of Colorado,
and the Company and I agree that it shall be construed,  interpreted and applied
in  accordance  with the laws of that State.  The court and  authorities  of the
State of Colorado  and the Federal  District  Court for the District of Colorado
shall have sole  jurisdiction  and venue over an  controversies  which may arise
with  respect  to  the  execution,   interpretation  and  compliance  with  this
Agreement,  and the Company and I hereby waive any other  jurisdiction and venue
to which we may be entitled by virtue of domicile or otherwise.  Further, should
the  Company or I initiate or bring a suit or action in any State other than the
State of Colorado,  we admit and agree that upon  application  by the Owner said
suit shall be dismissed  without  prejudice and filed in a court in the State of


     10. This Agreement,  including this provision hereof, shall not be modified
or changed in any manner except only by writing signed by an parties hereto.  In
the event a court of competent  jurisdiction finds any of the provisions of this
Agreement  to be so overboard  as to be  unenforceable,  it is the intent of the
Company and me that such provision be reduced in scope by the court, but only to
the extent deemed necessary by the court to render the provision  reasonable and
enforceable. However, should it be held unenforceable, it is our intent that the
remaining provisions of this Agreement shall remain in full force and effect.

Dated this ________ day of _________________________, 19__.

Name of Company:

By (signature):

Name (please print):
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Company's Address:
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Individual 's Address:
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Accepting for Owners: Name:
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(Please Print)
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                                   EXHIBIT A

     Description of Trade Secret or Proprietary Information Disclosed:

        Design of Accelr8 software products;

        Any names of, or references to Accelr8 customers;

        Any future  product or  marketing  plans;

        Any  financial  information  not  already publicly disclosed;  and

        Any proposed or actual business arrangement between our companies.


Basic Info X:

Type: Non-Disclosure Agreement
Date: Oct. 30, 1996
State: Colorado

Other info:


  • Accelr8 Technology Corporation
  • Federal District Court
  • State of Colorado


  • Denver
  • State of Colorado