EXHIBIT 4.23

                              Dated 30 January 2002
                              ---------------------




                             HK WEAVER GROUP LIMITED
                                       and
                        THE ASHTON TECHNOLOGY GROUP, INC.






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                                 NOTE INSTRUMENT
           constituting HK$23,400,000.00 of convertible bond issued by
                             HK WEAVER GROUP LIMITED

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<PAGE>

                                    CONTENTS
                                    --------

CLAUSES                                                                    PAGES
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 1.       INTERPRETATION.....................................................  1
 2.       MATURITY...........................................................  3
 3.       CONDITIONS.........................................................  3
 4.       STATUS AND TRANSFER................................................  3
 5.       CONVERSION.........................................................  4
 6.       COMPULSORY CONVERSION..............................................  4
 7.       PROCEDURE FOR CONVERSION...........................................  5
 8.       NUMBER OF CONVERSION SHARES .......................................  5
 9.       REDEMPTION.........................................................  5
 10.      LOCK UP............................................................  5
 11.      EVENTS OF DEFAULT..................................................  5
 12.      REPLACEMENT NOTE...................................................  6
 13.      REPRESENTATIONS AND WARRANTIES.....................................  7
 14.      NOTICES............................................................  9
 15.      AMENDMENT..........................................................  9
 16.      APPOINTMENT OF SERVICE AGENT ......................................  9
 17.      GOVERNING LAW AND JURISDICTION .................................... 10


SCHEDULE 1     CONVERSION NOTICE............................................. 11
SCHEDULE 2     REDEMPTION NOTICE............................................. 12
SCHEDULE 3     FORM OF TRANSFER.............................................. 13
SCHEDULE 4     FORM OF NOTE CERTIFICATE ..................................... 14







<PAGE>


THIS INSTRUMENT is dated the 30th day of January 2002 PARTIES:

l.      HK WEAVER GROUP LIMITED,  a company  incorporated  in the British Virgin
        Islands whose registered  address is situated at P.O. Box 957,  Offshore
        Incorporations  Centre, Road Town, Tortola,  British Virgin Islands (the
        "Company"); and

2.      THE ASHTON TECHNOLOGY GROUP,  INC., a company  incorporated in Delaware,
        United  States of America  and having  its  principal  office at 11 Penn
        Center, 1835 Market Street,  Suite 420,  Philadelphia,  PA 19103, U.S.A.
        ("ATG").

INTRODUCTION:

(A)     The Group is principally engaged in the development, selling of software
        products  and  services to the  financial  markets in Hong Kong and Asia
        Pacific countries (the "Principal Business").

(B)     The Company and ATG had entered  into a Sale and  Purchase  Agreement on
        the even date whereas the Company agrees to purchase from and ATG agrees
        to sell their KAA Shares in to the Purchaser  for a total  consideration
        of HK$23,400,000.00 ("Agreement").

(C)     Pursuant to Clause 2 of the  Agreement,  the Company has agreed to issue
        HK$23,400,000.00  zero-coupon convertible bond on the terms provided for
        in this Note in satisfaction of the consideration payable to ATG for the
        KAA Shares.

IT IS AGREED THAT:

1.      INTERPRETATION
        --------------

1.1     In this Note,  the words and  expressions  set out below  shall have the
        meanings attributed to them below unless the context otherwise requires:

        "BUSINESS  DAY"        a day  (excluding  Saturday or Sunday) on which
                               banks in Hong Kong are open for business;

        "COMPANY"              HK Weaver Group Limited, a company incorporated
                               in the British Virgin  Islands or upon  Listing
                               a company  incorporated  in the Bermuda which is
                               tentatively   known   as  Weaver   International
                               Holdings  Limited  (subject to approval),  which
                               securities  are  to  be listed on the GEM of the
                               Stock Exchange;

        "COMPANIES"            members of the Group;

        "CONDITIONS"           the terms and conditions contained in this Note;

        "CONVERSION NOTICE"    a  conversion  notice  in  the  form attached as
                               Schedule 1;


<PAGE>

        "CONVERSION  PERIOD"   the period from the date of approval for listing
                               on the GEM  obtained from the Stock  Exchange to
                               five (5) business days before the Listing of the
                               Company's shares on the GEM;

        "CONVERSION  RIGHTS"   the rights pursuant to Clause 5 attached to each
                               Note to convert the principal amount into Shares;

        "CONVERSION  SHARES"   the Shares to be issued by the Company pursuant
                               to the Conditions, upon conversion of a Note;

        "GEM"                  the Growth Enterprise Market;

        "GEM LISTING RULES"    the rules governing the listing of securities on
                               the GEM of the Stock Exchange;

        "GROUP"                the  Company  and  its Subsidiaries from time to
                               time;

        "HK$"                  Hong Kong dollars;

        "HONG KONG"            the  Hong Kong Special  Administrative Region of
                               the People's Republic of China;

        "IPO PRICE"            The  offer/placing  price  of  the Shares at the
                               Listing of the Company on the GEM.

        "KAA SHARES"           the  47,000,000  fully-paid  ordinary  shares in
                               the  issued share  capital of Kingsway  ATG Asia
                               Limited  legally and  beneficially owned by ATG;

        "LISTING"              the listing of the Shares on the GEM of the
                               Stock Exchange;

        "MATURITY DATE"        the first anniversary from the date of this Note;

        "NOTE"                 the HK$23,400,000.00 zero-coupon convertible
                               bond issued pursuant to this Note;

        "NOTEHOLDER"           any person who is for the time being the holder
                               of the Note;

        "REDEMPTION NOTICE"    a redemption notice in the form attached in
                               Schedule 2;

        "SHARES"               the ordinary shares of US$0.10 each in the share
                               capital of the Company existing on the date of
                               this Note or upon the Listing, ordinary shares
                               of HK$0.01 each in the share capital of WIHL;

        "SHAREHOLDERS"         holders of Shares from time to time;

        "STOCK EXCHANGE"       The Stock Exchange of Hong Kong Limited;

        "SUBSIDIARY"           the  meaning  ascribed thereto under  section  2
                               of the Companies Ordinance (Chapter 32 of the
                               Laws of Hong


<PAGE>

                               Kong) and shall also be construed
                               according to such section;

        "TRANSFER FORM"        a transfer form in the form attached as Schedule
                               3;

        "WIHL"                 Weaver International Holdings Limited (tentative
                               name and subject to approval), a company to be
                               incorporated in Bermuda and to be listed on GEM.

1.2     The  expressions  "Company"  and  "Noteholder"  shall  where the context
        permits include their  respective  successors and permitted  assigns and
        any persons deriving title under them.

1.3     In this Note, unless the context requires otherwise, words importing the
        singular include the plural and vice versa and words importing gender or
        the neuter include both genders and the neuter.  References to this Note
        shall be construed as references to this Note as amended or supplemented
        from time to time. Headings are inserted for reference only and shall be
        ignored in construing this Note.

2.      MATURITY
        --------

        Subject as provided herein, the outstanding principal amount of the Note
        together  with  such  additional  amounts  as may be  payable  under the
        Conditions shall, unless previously  converted into Shares be discharged
        subject to and in accordance  with the terms of the Note on the Maturity
        Date. The Note may not be repaid or otherwise redeemed otherwise than in
        accordance with these Conditions.

3.      CONDITIONS
        ----------

3.1     This  Note  shall  be  conditional  upon  (i)  all  necessary  consents,
        authorisations  and  approvals of and all  necessary  registrations  and
        filings  with any  governmental  or  regulatory  agency or body (if any)
        required for and in connection with this Note and the performance of the
        terms  hereof have been  obtained  or made and (ii) the  approval of the
        execution of the Note by the directors of the Company.

3.2     If the  Condition  set out in Clause  3.1 has not been  fulfilled  on or
        before  March 15,  2002 (or such  later date as the  parties  hereto may
        agree) then all rights and  obligations of the parties  hereunder  shall
        cease and determine,  save and except  pursuant to this Clause,  Clauses
        12, 14 and 15 which  provisions  shall  remain in full force and effect,
        and  neither  party  shall have any claim  against  the others  save for
        claims  (if  any)  in  respect  of  such  continuing  provisions  or any
        antecedent breach hereof.

4.      STATUS AND TRANSFER
        -------------------

4.1     The  obligations  of the  Company  arising  under  the  Note  constitute
        general,  unsecured  obligations  of the Company and rank equally  among
        themselves  and pari passu with all other  present and future  unsecured
        and  unsubordinated  obligations of the Company  except for  obligations
        accorded  preference  by  mandatory  provisions  of  applicable  law. No
        application will be made for a listing of the Note.

4.2     The Note is  transferable  in whole and not in part to any  wholly-owned
        Subsidiaries  of the  Noteholder  subject to prior  notification  to the
        Company but not to any third parties.


<PAGE>

4.3     Any  assignment or transfer of the Note shall be in respect of the whole
        and not in part of the outstanding  principal  amount of the Note. Title
        to  the  Note  passes  only  upon  the   cancellation  of  the  existing
        certificate and the issue of a new certificate in accordance with Clause
        4.4.  The  Noteholder  will  (except as  otherwise  required  by law) be
        treated as the absolute  owner of the Note for all purposes  (whether or
        not  overdue and  regardless  of any notice of  ownership,  trust or any
        interest  in it or any  writing  on,  or  the  theft  or  loss  of,  the
        certificates issued in respect of them) and no person will be liable for
        so treating the Noteholder.

4.4     A Note may be  transferred by delivery to the Company of a duly executed
        Transfer  Form  together  with  the   certificate  for  the  Note  being
        transferred. The Company shall, within five (5) Business Days of receipt
        of such documents from the Noteholder, cancel the existing Note, issue a
        new  Note and  certificate  in  respect  thereof  under  the seal of the
        Company in favour of the transferee or assignee as applicable.

4.5     Any legal and other  costs and  expenses  which may be  incurred  by the
        Company in connection with any transfer or assignment of the Note or any
        request thereof shall be borne by the transferor.

5.      CONVERSION
        ----------

5.1     Subject to Clause 6, the Noteholder shall have the right, exercisable in
        the  manner  provided  in  Clause  7.1,  to  convert  the  whole  of the
        outstanding  principal  amount of the Note held by the  Noteholder  into
        such number of Shares as will be determined  in  accordance  with Clause
        8.1.

5.2     No  fraction  of a Share  shall  be  issued  on  conversion  and in lieu
        thereof.

5.3     Shares issued upon conversion shall rank pari passu in all respects with
        all other existing  Shares  outstanding  at the Conversion  Date and all
        Conversion  Shares shall include  rights to participate in all dividends
        and other  distributions  the record date of which falls on or after the
        Conversion Date.

5.4     The Note which is converted in  accordance  with these  Conditions  will
        forthwith be cancelled and may not be reissued.

5.5     For the avoidance of doubt,  no further  moneys  shall,  in respect of a
        particular  conversion  of the  Note,  be  payable  by a  Noteholder  on
        exercise of its Conversion Rights and on issue of the Conversion Shares.

6.      COMPLUSORY CONVERSION
        ---------------------

6.1     In case the Noteholder did not exercise  their  Conversion  Rights after
        the expiry of the  Conversion  Period,  the  Company  may,  in  writing,
        require  the  Noteholder  to  convert  the whole of their  Note into the
        Shares of the  Company  immediately  before the Listing of the Shares of
        the Company on the GEM.

6.2     If  the  Noteholder  fails  or  refuses  to  convert  the  whole  of the
        outstanding  principal  amount of the Note held by the  Noteholder  into
        such number of Shares as will be determined  in  accordance  with Clause
        8.1 as required  under Clause 6.1,  the Company  shall have the absolute
        right to cancel  the whole of the  outstanding  principal  amount of the
        Note  by  allotting  and  issuing  such  number  of  Shares  as  will be
        determined in accordance with Clause 8.1.


<PAGE>

7.      PROCEDURE FOR CONVERSION
        ------------------------

7.1     The Conversion  Rights  pursuant to Clause 5.1 may,  subject as provided
        herein,  be exercised on any business day falling  within the Conversion
        Period  by  the  Noteholder   ("Conversion  Date"),  together  with  the
        certificate for the Note being  converted.  The Noteholder  shall send a
        copy of the  Conversion  Notice to the Company by facsimile and dispatch
        the  original  Conversion  Notice  to  the  Company  by  courier  on the
        Conversion   Date.  Once  delivered,   a  Conversion   Notice  shall  be
        irrevocable and take effect  immediately  upon the Conversion Date. If a
        Conversion  Notice is not duly completed or is  inaccurate,  the Company
        may reject the same and any intended  conversion shall not be treated as
        taking effect until a duly completed and accurate  Conversion  Notice is
        received by the Company.

7.2     The Shares  arising on  conversion  shall be allotted  and issued by the
        Company,  credited as fully paid, to the  Noteholder or as it may direct
        within  five  (5)  Business  Days  after,  but  with  effect  from,  the
        Conversion Date and  certificates for the Shares to which the Noteholder
        shall  become  entitled  in  consequence  of such  conversion  shall  be
        available for collection from the Company's  address specified in Clause
        14.

8.      NUMBER OF CONVERSION SHARES
        ---------------------------

8.1     The number of Conversion Shares to be allotted and issued by the Company
        to the Noteholder  upon  Conversion  shall equal to the total  principal
        amount of the Note divided by the IPO Price.

9.      REDEMPTION
        ----------

9.1     If the  Shares  are not  listed on the Stock  Exchange  on or before the
        Maturity Date or any of the events specified in Clause 11.1 occurs,  the
        Noteholder shall have the right at any time thereafter to demand for the
        redemption  of the Note by  writing to the  Company  and  surrender  the
        original Note Certificate to the Company.

9.2     Upon  receipt of the demand for  redemption  pursuant to Clause 9.1, the
        Company shall return the KAA Shares to the Noteholder. The return of the
        KAA Shares to the Noteholder is a complete and absolute discharge of all
        the obligations  fall on the Company under this Note and liabilities due
        to the Noteholder.

10.     LOCKUP
        ------

10.1    Subject to the Listing  having  occurred,  upon issue of the  Conversion
        Shares by the  Company  to the  Noteholder,  the  Noteholder  agrees and
        undertakes  (the  "Lock  Up") not to sell,  dispose or create any liens,
        charges,  pledges, options,  contracts,  pre-emption rights, third party
        rights and requisite encumbrances of whatsoever nature (except for those
        which are  permitted  under the GEM  Listing  Rules)  for a period of 18
        months  from  the  date of issue of the  Conversion  Shares  unless  the
        Company and the Noteholder otherwise agree in writing.

11.     EVENTS OF DEFAULT
        -----------------

11.1    Before the Listing of the Shares on GEM,  if any of the events  ("Events
        of Default")  specified  below occurs,  the  Noteholder may exercise its
        rights pursuant to Clause 9. The relevant Events of Default are:


<PAGE>

        (a)     a  resolution  is  passed  or an order  of a court of  competent
                jurisdiction  is made that any of the  Companies  be wound up or
                dissolved  otherwise than for the purposes of or pursuant to and
                followed   by   a   consolidation,   amalgamation,   merger   or
                reconstruction;

        (b)     an encumbrancer takes possession or a receiver is appointed over
                the whole or a material part of the assets or undertaking of any
                of the  Companies  and such  possession  or  appointment  is not
                terminated  within sixty (60) days after written  request by the
                Noteholder;

        (c)     a distress, execution or seizure order before judgment is levied
                or  enforced  upon or sued out  against  the whole or a material
                part  of  the  property  of  any  of  the  Companies  and is not
                discharged within sixty (60) days thereof;

        (d)     proceedings  shall  have  been  initiated  against  any  of  the
                Companies  under any applicable  bankruptcy,  reorganisation  or
                insolvency  law  and  such  proceedings   shall  not  have  been
                discharged or stayed within a period of sixty (60) days;

        (e)     any of the Companies  defaults in  performance  or observance or
                compliance  with any of its  obligations  set out  herein  which
                default is incapable of remedy or, if capable of remedy,  is not
                remedied  within  seven (7) days  after  notice of such  default
                shall have been given to such company by such Noteholder;

        (f)     (i) any  borrowings  of the Companies  from any bank,  financial
                institution or any other party whatsoever are not paid when due,
                or as the case may be, within any applicable grace period; or

                (ii)    any of the Companies  fails to pay when due or expressed
                        to be due any amounts payable or expressed to be payable
                        by it under  any  present  or future  guarantee  for any
                        moneys   borrowed  from  or  raised  through  any  bank,
                        financial institution or any other party whatsoever;

        (g)     any of the Companies  becomes  insolvent or is unable to pay its
                debts as they  mature or applies  for or  consents to or suffers
                the appointment of any administrator,  liquidator or receiver of
                any of the  Companies or the whole or any  material  part of the
                undertaking,   property,  assets  or  revenues  of  any  of  the
                Companies;

        (h)     a   moratorium   is  agreed  or   declared  in  respect  of  any
                indebtedness  of  any  of  the  Companies  or  any  governmental
                authority or agency condemns, seizes,  compulsorily purchases or
                expropriates  all or any  material  part of the assets of any of
                the Companies;

        (i)     any event  occurs  which has an  analogous  effect to any of the
                events referred to in paragraphs (a) to (h) above.

11.2    The  Company  shall  forthwith  on  becoming  aware of any such Event of
        Default give notice in writing thereof to the Noteholder.


<PAGE>

12.     REPLACEMENT NOTE
        ----------------

12.1    If this  certificate  for the Note is lost or mutilated  the  Noteholder
        shall forthwith notify the Company and a replacement certificate for the
        Note shall be issued if the Noteholder provides the Company with:

        (a)     the mutilated certificate for the Note;

        (b)     a declaration by the Noteholder or its officer that the Note had
                been lost or  mutilated  (as the case may be) or other  evidence
                that the  certificate  for the Note had been lost or  mutilated;
                and

        (c)     an appropriate indemnity in such form and content as the Company
                may reasonably require. Any certificate for the Note replaced in
                accordance  with this Clause shall  forthwith be cancelled.  All
                reasonable administrative costs and expenses associated with the
                preparation, issue and delivery of a replacement certificate for
                the Note shall be borne by the Noteholder.

13.      REPRESENTATIONS AND WARRANTIES
         ------------------------------

13.1    The  information  relating to the  Companies  contained  in this Note is
        true,  accurate  and  complete  in  all  material  respects  and  is not
        misleading in any respect for any reason whatsoever.

13.2    The  books  and  records  of each of the  Companies  have  been  brought
        up-to-date and are in compliance  with all the  requirements of the laws
        of the country of its incorporation and in accordance with any powers or
        directions  issued  thereunder by the  authorities of the country of its
        incorporation,  and  all  returns,  particulars,  resolutions  or  other
        documents required to be delivered by it to the relevant  authorities of
        the  country  of  incorporation  have  been  duly  delivered,  filed  or
        registered in proper form and  compliance has otherwise been made in all
        materials respects with all legal and procedural  requirements and other
        formalities in connection with it, its directors, other officers and its
        employees.

13.3    All  resolutions  passed  whether by the directors or members of each of
        the Companies have been duly and  accurately  recorded in the respective
        minute books thereof and there are no resolutions  whatsoever which have
        not been so recorded.

13.4    There  has  been  no  breach  by any of the  Companies  or any of  their
        respective  officers  and  directors  (in his  capacity  as such) of any
        legislation or regulation affecting it or its business.

13.5    All title deeds relating to the assets of each of the Companies,  and an
        executed  copy of all  agreements  to which  any of the  Companies  is a
        party, and the original copies of all other documents which are owned by
        or which ought to be in the  possession  of any of the  Companies are in
        its possession.

13.6    No one is  entitled  to  receive  from  any of the  Companies  any  fee,
        brokerage  or other  commission  in  connection  with  the  transactions
        contemplated or done pursuant to this Note.


<PAGE>

13.7    Except with the sole  purpose of  obtaining  the  approval  for Listing,
        there are not pending, or in existence,  any investigations or enquiries
        by, or on behalf  of,  any  government  or other  body in respect of the
        affairs of any of the Companies.

13.8    Each of the Companies has not repaid or agreed to repay nor redeemed nor
        agreed to redeem its share  capital,  nor  capitalization  nor agreed to
        capitalize  in the form of  redeemable  equity  interests  or  shares or
        debentures, any profits or reserves of any class or description.

13.9    Each of the Companies has not entered into any mortgage, charge, pledge,
        lien  or  other  form  of  security,  equity,  encumbrance  on,  over or
        affecting the whole or any part of its  undertaking,  property or assets
        or any agreement, arrangement or commitment to give or create any of the
        foregoing except for the purpose of securing banking  facilities used by
        it negotiated on an arm's length basis and on normal commercial terms.

13.10   Having regard to existing bank and other facilities,  the Companies have
        sufficient  working  capital for the purposes of  continuing to carry on
        its/their  business(es)  in its or their  present  form and at its/their
        present  level of turnover  for a period of 12 months  after the date of
        this  Note  and  for  the  purposes  of  executing,   carrying  out  and
        fulfilling,  in accordance  with their terms,  all orders,  projects and
        contractual obligations which are binding upon each of the Companies and
        remain outstanding thereafter.

13.11   None of the  Companies  is engaged  in any  litigation,  enforcement  or
        attachment  proceedings  or  arbitration  or other legal  proceedings as
        plaintiff  of  defendant  before any court or  tribunal  in Hong Kong or
        elsewhere;  there are no proceedings  pending or threatened either by or
        against any of the Companies;  and there are no circumstances  which are
        likely  to give  rise  to any  such  litigation,  arbitration  or  other
        proceedings.

13.12   None of the Companies and their respective officers, agents or employees
        (during the course of their  duties) has  committed or omitted to do any
        act or  thing  the  commission  or  omission  of which is or could be in
        contravention of any ordinance,  act, order,  legislation,  decree, law,
        regulation  or the like in Hong  Kong or  elsewhere  giving  rise to any
        fine, penalty, default proceedings or other liability on the part of any
        of the Companies.

13.13   Each of the Companies  has obtained all necessary  licences and consents
        from any  person,  authority  or body in any part of the  world  for the
        proper carrying on of its business and all the licences and consents are
        valid  and   subsisting   and  the   Companies  are  not  aware  of  any
        circumstances  which  will lead to a  revocation  of such  licences  and
        consents.

13.14   Each of the Companies owns absolutely and had good and marketable  title
        to, all the assets (other than those disposed of in its ordinary  course
        of business).

13.15   The terms of all leases, tenancies, licenses, concessions, management or
        other agreements to which any of the Companies is a party have been duly
        complied with in all respects by all the parties thereto.

13.16   No such lease,  tenancy.  license,  concession or agreement  will become
        subject to avoidance, revocation or be otherwise affected solely upon or
        in consequence of the entering into or  implementation  of this Note, or
        any matter contemplated by this Note.


<PAGE>

13.17   The  Company  has full power to enter into and  perform  its  obligation
        under  this  Note  and  has  complied   with  all   statutory  or  other
        requirements   relative   thereto  and  has   obtained   all   necessary
        governmental or other consents and authorizations.

13.18   Each  of the  Companies  is a  company  duly  incorporated  and  validly
        existing under the laws of the place of its  incorporation and has power
        to own,  lease  and  operate  all of its  property  and to  carry on its
        business as it is now being conducted.

13.19   All issued shares in each of the Companies are duly authorized,  validly
        issued  and  fully  paid and none of such  shares  has  been  issued  in
        violation of the pre-emptive  rights or any shareholders of such company
        or the terms of any agreement by which such company or its  shareholders
        were or are bound.

14.     NOTICES
        -------

14.1    Subject to Clause 8.1,  any notice  required to be given under this Note
        shall be deemed duly served if served by hand  delivery or by  facsimile
        transmission to the addresses  provided below.  Any such notice shall be
        deemed to be served at the time when left at the address of the party to
        be served or, if served by facsimile transmission, when sent. In proving
        service it shall be  sufficient,  in the case of  service  by  facsimile
        transmission,  to prove that the  transmission  was confirmed as sent by
        the originating  machine.  To Noteholder - to its address as recorded in
        the register of Note to be  maintained  by the Company.  To the Company:
        Address: Room 501, 5th Floor,  Admiralty Tower II, Queensway,  Hong Kong
        Fax: (852) 3101 0210 Attn: Mr. Richard Yin

15.     AMENDMENT
        ---------

        The terms and  conditions  of this Note may be amended by  agreement  in
        writing between the Company and the Noteholder.  Save as may be required
        by law or regulatory  or other  authority to keep  confidential  and not
        reveal to any person,  firm or company  (other than  persons  within the
        Group who need to know and  professional  advisers) the existence or the
        terms of this Note, or the transactions contemplated under this Note.

16.     APPOINTMENT OF SERVICE AGENT
        ----------------------------

16.1    The Company  hereby  irrevocably  appoints Mr. Richard Yin (the "Company
        Agent") of Room 501, 5th Floor, Admiralty Tower II, Queensway, Hong Kong
        as its agent to receive  and  acknowledge  on its behalf  service of any
        writ, summons,  order, judgment or other notice of legal process in Hong
        Kong.  Such service shall be made to the  attention of Mr.  Richard Yin.
        The Company  agrees that any such legal  process  shall be  sufficiently
        served  on it if  delivered  to the  Company  Agent for  service  as its
        address  for the time being in Hong Kong.  In the event that the Company
        Agent  cannot  continue  to act as such  agent for the  Company  for any
        reason the Company shall  forthwith  appoint  another agent in Hong Kong
        for the same purposes and notify such  appointment


<PAGE>

        to the other parties to this  Agreement.  Until such time as the Company
        has so appointed a new agent and  notified to the other  parties to this
        Agreement  accordingly,  the other  parties to this  Agreement  shall be
        entitled to serve on the Company any writ, summons,  order,  judgment or
        other notice of legal process in Hong Kong on the  Company's  agent then
        on record.

16.2    The Noteholder hereby  irrevocably  appoints Hardy Chan (the "Noteholder
        Agent")  of  Kingsway  ATG  Asia  Ltd.  as  its  agent  to  receive  and
        acknowledge on its behalf service of any writ, summons,  order, judgment
        or other notice of legal  process in Hong Kong.  Such  service  shall be
        made to the attention of Hardy Chan. The Noteholder agrees that any such
        legal  process  shall be  sufficiently  served on it if delivered to the
        Noteholder  Agent for  service as its address for the time being in Hong
        Kong. In the event that the Noteholder  Agent cannot  continue to act as
        such  agent for the  Noteholder  for any  reason  the  Noteholder  shall
        forthwith  appoint  another agent in Hong Kong for the same purposes and
        notify such  appointment to the other parties to this  Agreement.  Until
        such time as the Noteholder has so appointed a new agent and notified to
        the other parties to this  Agreement  accordingly,  the other parties to
        this  Agreement  shall be entitled to serve on the  Noteholder any writ,
        summons,  order,  judgment or other notice of legal process in Hong Kong
        on the Noteholder's agent then on record.

17.     GOVERNING LAW AND JURISDICTION

17.1    This Note is governed by and shall be construed in accordance  with Hong
        Kong law and the  parties  submit to the  jurisdiction  of the Hong Kong
        Courts.


SIGNED, SEALED and DELIVERED by  )
                                 )
For and on behalf of             )
HK WEAVER GROUP LIMITED          )
In the presence of               )

/s/James M. Connolly                     /s/Richard Yin



SIGNED, SEALED and DELIVERED by  )
                                 )
For and on behalf of             )
THE ASHTON TECHNOLOGY GROUP, INC.)
In the presence of               )

/s/James M. Connolly                     /s/William W. Uchimoto


<PAGE>


                                   SCHEDULE 1
                                   ----------

                                CONVERSION NOTICE
                                -----------------

The undersigned hereby irrevocably requires the Company to convert all of the
Note specified below into Shares in accordance with the Conditions and the terms
below.

Principal amount of the Note:        HK$23,400,000.00

Applicable Conversion Price:
                          (to be confirmed by the Company in accordance with the
                          Conditions)

Name in which Shares to be registered:

Address of registered shareholder:


Signature of Noteholder:


Name of Noteholder:

Address of Noteholder:

Delivery Instructions:    Name:

                          Address:




Note:   The  Conversion  Date shall be any day during the term of this Note,  in
        any event before two (2) business  days of the date of Listing.

        Defined terms used in this Notice have the same meaning as given to them
        in the Instrument issued by the Company dated 30 January 2002.


<PAGE>


                                   SCHEDULE 2
                                   ----------

                                REDEMPTION NOTICE
                                -----------------

The  undersigned  hereby  irrevocably  requires the Company to redeem all of the
Note specified below in accordance with the Conditions and the terms below.

Principal amount of the Note:  HK$23,400,000.00

Principal Amount of Note to be Redeemed:  HK$23,400,000.00



---------------------------
Signature of Noteholder:
Name:
Title:

Name of Noteholder:
Address of Noteholder:


Note:   Defined terms used in this Notice have the same meaning as given to them
        in the Instrument issued by the Company dated 30 January 2002.



<PAGE>


                                   SCHEDULE 3
                                   ----------

                                FORM OF TRANSFER
                                ----------------


FOR VALUE RECEIVED the undersigned hereby transfers to

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
(PLEASE PRINT OR TYPE NAME AND ADDRESS OF TRANSFEREE)

HK$23,400,000.00  principal  amount  of  the  Note  in  respect  of  which  this
Certificate is issued, and all rights in respect thereof and irrevocably request
the  Company  to  transfer  the  aforesaid  principal  amount of the Note on the
Company's books maintained in respect thereof.



Confirmed by:



---------------------------------             ---------------------------------
Transferor's authorised signature             Transferee's authorised signature
Name:                                         Name:
Title                                         Title

Note:

1.   A representative of the Noteholder should state the capacity in which he
     signs (e.g. executor)

2.   The signature of the person effecting a transfer shall conform to any list
     of duly authorised specimen signatories supplied by the registered holder
     or be certified by a recognised bank, notary public or in such other manner
     as the Company may require.

3.   In the case of joint holders, all joint holders must sign this transfer
     form.

4.   The signatory to this transfer must correspond to the name as it appears on
     the face of the attached Note.



<PAGE>


                                   SCHEDULE 4

                            FORM OF BOND CERTIFICATE

                             HK WEAVER GROUP LIMITED
       (Incorporated in the British Virgin Islands with limited liability)


                        HK$23,400,000.00 CONVERTIBLE BOND

THIS IS TO CERTIFY that the Company will return to The Ashton  Technology Group,
Inc. of 11 Penn Center, 1835 Market Street, Suite 420,  Philadelphia,  PA 19103,
U.S.A.  being the holder (the  "Noteholder") of this Note, on the Maturity Date,
the  47,000,000  fully paid  ordinary  shares in  Kingsway  ATG Asia  Limited in
accordance  with the  Conditions  (as defined in the  instrument).  This Note is
issued with the benefit of and  subject to the  Conditions  which are binding on
the Company and the Noteholder.

GIVEN under the Seal of the Company on 30 January 2002.


----------------------------
Director


Note:  This Note cannot be transferred to bearer on delivery and is transferable
       only to the extent permitted by Condition 4 as set out in the Instrument.
       This  Note  must  be  delivered  to  the  Secretary  of the  Company  for
       cancellation  and reissue of an  appropriate  certificate in the event of
       any such transfer.