SHORT-TERM LOAN AND SECURITY AGREEMENT

     THIS SHORT-TERM  LOAN AND SECURITY  AGREEMENT  ("Agreement")  is made as of
this 18th day of February,  1997,  by and between THE ASHTON  TECHNOLOGY  GROUP,
INC., a Delaware  corporation  ("Borrower"),  and COMPUTER SCIENCE  INNOVATIONS,
INC.,  a Florida  corporation  having its  principal  office at 1235 Evans Road,
Melbourne, Florida 32904 ("Lender"), hereinafter collectively referred to as the
"Parties."  Additionally,  Fredric W.  Rittereiser,  Chief Executive  Officer of
Borrower, joins this Agreement for the sole purpose of Article 6(D) herein.


     1. THE SHORT-TERM LOAN.

     (A) Terms.

     Upon the execution of this Agreement and the satisfaction of the conditions
precedent set forth in Article 4 herein,  the Lender agrees to lend the Borrower
the sum of Five  Hundred  Thousand  Dollars  ($500,000.00)  to be  secured  by a
promissory   note   (hereinafter,   the  "Note"),   repayable   with   interest,
substantially  in the form of Exhibit "A"  attached and  incorporated  herein by
reference,  and the  execution  on even date  herewith  by the  Borrower of that
certain stock pledge agreement  (hereinafter  "Stock Pledge Agreement") in which
Borrower  pledges all of its rights,  title and interest in a percentage  of the
common stock of Computer Science  Innovations,  Inc. that Borrower now owns. The
Stock  Pledge  Agreement  is attached  and  incorporated  herein by reference as
Exhibit "B."

     The loan is for a fixed term of nine (9) months. Interest on the loan shall
accrue at the rate of Eight and One-Quarter Percent (8.25%). The Note is payable
in full with accrued interest on or before November 18, 1997.

     (B) Payment and Additional Terms.

     All payments of  principal  and interest on the Note payable by Borrower to
Lender under this  Agreement  shall be made in lawful money of the United States
of America, in immediately  available funds.  Payment shall be credited first to
interest on the unpaid  principal  balance and then to principal on the loan and
all other amounts  payable by Borrower to the Lender under this  Agreement.  The
interest on the Note shall be  calculated on the basis of actual days elapsed in
a year of 360 days.  If any payment of  principal  or interest on the Note falls
due on a Saturday,  Sunday or bank holiday, then such due date shall be extended
to the next succeeding full business day of Lender and interest shall be payable
during such  extension.  The Borrower  shall have the right of prepayment of the
Note at any time without penalty.


     2. GRANT OF SECURITY INTEREST.

     (A) Grant of Security Interest.

     To secure the Borrower's prompt,  punctual, and faithful performance of all
of the Borrower's liabilities herein, the Borrower hereby grants to the Lender a
continuing  security interest in and to, and pledges to the Lender,  pursuant to
the Stock Pledge Agreement, the following (hereinafter the "Collateral"):

          All rights,  title and  interest  in Six Hundred  Ninety-Seven
          Thousand Eight Hundred  Seventy-One  (697,871)  Class A Shares
          and One Million  Twenty-One  Thousand Three Hundred Eighty-One
          (1,021,381)  Class B Shares of the  common  stock of  Computer
          Science  Innovations,  Inc.  currently  owned  by  and  in the
          possession of Borrower.

     The  Collateral  shall  be  held  in  escrow,  pursuant  to the  terms  and
conditions of an Escrow Agreement, attached and incorporated herein by reference
as Exhibit "C."

     (B) Duration of Security Interest.

     The grant of a security  interest  shall  continue in full force and effect
applicable to all liabilities  herein until all liabilities of the Note are paid
and the security  interest granted herein is specifically  terminated in writing
by a duly authorized officer of the Lender.


     3. BORROWER'S REPRESENTATIONS AND WARRANTIES.

     Borrower represents and warrants that:

     (A) Incorporation and General Authority.

     Borrower is a corporation,  duly  organized,  validly  existing and in good
standing  under  the laws of the  State of  Delaware,  and is duly  licensed  or
qualified and in good standing as a foreign  corporation  in all states  wherein
the nature of the property owned or business  transacted makes such licensing or
qualification  necessary,  and is entitled to own its properties and assets, and
to carry on its  business,  as, and in the places  where,  such  properties  and
assets are now owned or operated or such  business is now conducted or presently
proposed to be conducted.  Non-material  violations of this representation which
do not affect the Borrower's capacity to perform its obligations under the terms
of this Agreement, shall not be considered as a default pursuant to the terms of
paragraph 7D hereof.

     (B) Litigation.

     There is not now pending or threatened against Borrower any action or other
proceedings or any claim which may materially  and adversely  affect  Borrower's
ability  to perform  its  obligations  herein,  nor do any of the  executive  or
managing  personnel of Borrower know of any facts that may give rise to any such
litigation, proceeding or claim.

     (C) Authority for Agreement.

     Borrower  has  all   requisite   power  and   authority  to  undertake  the
obligations,  to  enter  into  this  Agreement,  and  to  perform  each  of  its
obligations  contained in this  Agreement;  and this Agreement will constitute a
valid and  legally  binding  obligation  of Borrower  enforceable  against it in
accordance  with its  terms,  except as such  enforceability  may be  limited by
bankruptcy,  reorganization,  insolvency,  or other  laws  affecting  creditors'
rights generally.

     Borrower has obtained formal approval from its Board of Directors through a
Board  Resolution  to  undertake  the  obligations  herein  and  to  pledge  the
Collateral as security for the Note.

     (D) No Defaults or Restrictions.

     The execution and delivery of this  Agreement and the  consummation  of the
transactions contemplated by this Agreement in accordance with the terms of this
Agreement  will not violate any  existing law or statute or violate any existing
term or  provision of any order,  writ,  judgment,  injunction  or decree of any
court or any other governmental department, commission, board, bureau, agency or
instrumentality  applicable to Borrower,  or conflict with or result in a breach
of any of the terms,  conditions or provisions of the Articles of Incorporation,
Bylaws, or other organizational documents of Borrower, or any agreement to which
Borrower is a party,  or by which any of its properties are bound, or constitute
an event that might permit an earlier  termination  of or  otherwise  materially
affect any such  agreement,  or result in the creation or imposition of a lien `
charge or encumbrance upon any of the property or assets of Borrower pursuant to
the terms of any pledge, mortgage, security agreement,  assignment, or any other
instrument to which Borrower is a party or by which it may be bound.

     (E) Operation of Business.

     Borrower's  businesses are being operated and maintained in an ordinary and
customary  manner and in compliance  with all statutes,  rules,  regulations and
ordinances.  Non-material  violations of this representation which do not affect
the  Borrower's  capacity  to perform  its  obligations  under the terms of this
Agreement,  shall  not be  considered  as a  default  pursuant  to the  terms of
paragraph 7D hereof.

     (F) Authorization for Business.

     Borrower has obtained all required  permits,  authorizations  and licenses,
without unusual restrictions or limitations,  to conduct the businesses in which
Borrower  is  presently  engaged,  all of which are in full  force  and  effect.
Non-material   violations  of  this  representation  which  do  not  affect  the
Borrower's  capacity  to  perform  its  obligations  under  the  terms  of  this
Agreement,  shall  not be  considered  as a  default  pursuant  to the  terms of
paragraph 7D hereof.

     (G) Title to Collateral.

     Borrower has good and  marketable  title to all property which Borrower has
given or has agreed to give a security interest to the Lender;  and there are no
pledges,  assignments,  liens  or  other  encumbrances  of any  kind  upon  such
property.  All of the  Collateral  is owned by  Borrower  free and  clear of all
liabilities, obligations, security interests and encumbrances. The Borrower will
warrant and defend the Collateral  against the claims and demands of all persons
not a party to this Agreement.

     (H) Use of Proceeds.

     Borrower will apply the proceeds from the loan described  herein as working
capital  in its  ordinary  course  of  business.  Borrower  does not now own any
"margin  securities"  as such term is  defined in  Regulation  G of the Board of
Governors of the Federal Reserve  System.  Borrower will not use any part of the
proceeds from said loans herein directly or indirectly, to purchase or carry any
such  margin  securities  or to  reduce or retire  any  indebtedness  originally
incurred to purchase any such margin securities.


     4. CONDITIONS PRECEDENT.

     The  effectiveness  of this Agreement and the  obligations of the Lender to
consummate any of the transactions  contemplated  hereby shall be subject to the
satisfaction of the following conditions  precedent,  at or prior to the time of
the Closing Date:

     (A) Documents and Instruments.

     The Lender shall have received all the instruments, documents, and property
contemplated to be delivered by the Borrower hereunder, and the same shall be in
full force and effect.  All of the instruments and documents  referred to herein
are collectively referred to as the "Security Documents."

     (B) Correctness of Warranties.

     All  representations  and warranties  contained herein or otherwise made to
the Lender in connection herewith shall be true and correct.

     (C) Expenses of Lender.

     The Borrower  promises to reimburse the Lender  promptly for all reasonable
out of pocket  expenses of every nature which the Lender may incur in connection
with this Agreement,  the Note, any other Security Documents,  documentary stamp
tax, all recording  fees, and for all legal fees incurred in preparation for the
transaction  contemplated herein. Such expenses shall be paid at closing or in a
reasonable time thereafter upon receipt of written invoices.  The Borrower shall
also pay reasonable  post-closing  expenses  incurred by the Lender on behalf of
the  Borrower,  including  but not  limited  to,  preparation  of  documents  to
terminate the loan and release the security therefrom. Furthermore, the Borrower
shall be liable for postclosing collection expenses,  including, but not limited
to, expenses related to the repossession of the Collateral and to the collection
of obligations of the Borrower hereunder,  including reasonable attorneys' fees,
including  appellate  proceedings,   post-judgment  proceedings  and  bankruptcy
proceedings. It is expressly agreed that in the event the Borrower shall fail to
pay such expenses  within ten (10) days after  demand,  said  non-payment  shall
constitute a default of this Agreement.


     5. BORROWER'S AFFIRMATIVE COVENANTS.

     The  Borrower  covenants  and  agrees  that from the date  hereof and until
payment in full of the  principal  of and  interest  on the Note,  and all other
indebtedness  to the Lender  under  this  Agreement,  unless  the  Lender  shall
otherwise consent in writing, it will provide as follows:

     (A) Pay Indebtedness to Lender and Perform Other Covenants.

     The Borrower shall:

     (i) make full and timely  payments of the  principal of and interest on the
Note,  and all other  indebtedness  of the  Borrower to the Lender,  whether now
existing or hereafter arising;

     (ii) fully comply with all the terms and covenants contained in each of the
instruments  and documents  given to the Lender pursuant to this Agreement or of
the times and places and in the manner set forth herein; and

     (iii) at all times  maintain the liens and security  interest  provided for
under or pursuant to this  Agreement as valid and  perfected  liens and security
interests on the property intended to be covered thereby.

     (B) Further Assurances.

     The Borrower shall,  at its sole cost and expense,  upon the request of the
Lender,  duly execute and deliver or cause to be duly  executed and delivered to
the Lender such  further  instruments  and to and cause to be done such  further
acts that may be  necessary  or proper in the opinion of the Lender to carry out
more effectively the intent and purpose of this Agreement.

     (C) Continuing Contractual Work.

     The  Borrower  shall  continue to perform its  obligations  under  existing
contracts for sales and services under its ordinary  course of business with the
Lender and specifically, Borrower acknowledges and agrees to pay Lender promptly
within invoice  terms,  which are Net 30, but in no event later than ninety (90)
days  of  the  date  of  Lender's   invoice  for  work  pertaining  to  contract
performance.  Failure by  Borrower  to pay Lender  within  said ninety (90) days
shall constitute a breach of this Agreement.

     In the event the Lender,  at the time of execution of this  Agreement,  has
outstanding on its books any accounts  receivable  from Borrower that are ninety
(90) days or more past due,  Lender is authorized to and shall pay said past due
amount  from the loan  proceeds.  For  example,  if on the day of loan  closing,
$150,000.00 in 90-day plus receivables to Lender are outstanding, $150,000.00 of
the  $500,000.00  loan proceeds shall be paid to Lender,  not as a prepayment of
principal,  but to satisfy said receivables,  and the outstanding balance of the
Note shall remain at $500,000.00.

     Notwithstanding the above, the Lender specifically  acknowledges and agrees
that UTS Invoice #13, dated November 22, 1996, in the amount of $100,419.07, and
ATED Invoice #11, dated  November 22, 1996, in the amount of  $26,255.86,  shall
not be  deemed a  default  hereunder  unless  payment  on said  invoices  is not
received by April 22, 1997.

     Further,  the Parties agree that nothing  contained  herein shall limit the
Borrower's ability to raise good faith disputes as to the invoices received from
the Lender.  Any good faith  dispute by  Borrower  shall not be deemed a default
hereunder.  Borrower  shall  have  thirty  (30) days from the date of invoice to
raise a good faith dispute  regarding  said invoice.  Failure by the Borrower to
raise a good faith dispute within thirty (30) days of invoice shall be deemed an
acknowledgment that said invoice is valid, due and payable.

     Borrower  specifically  acknowledges  and agrees that amounts due under UTS
Invoice #13,  dated  November 22, 1996;  #14,  dated December 27, 1996; and #15,
dated  January 24, 1997,  and ATED Invoice #11,  dated  November 22, 1996;  #12,
dated December 27, 1996; and #13, dated January 24, 1997; are not in dispute and
are due and payable.

     In the event any good faith  dispute  arises on any  specific  invoices not
referenced  above,  Borrower  acknowledges  and agrees that the liability on the
specific invoices identified herein remain due and payable pursuant to the terms
contained in this paragraph.


     6. BORROWER'S NEGATIVE COVENANTS.

     Borrower  covenants  and agrees that from the date hereof and until payment
in full of the principal of and interest on the Note, and all other indebtedness
to the  Underwriter  under this  Agreement,  unless the Lender  shall  otherwise
consent in writing, it will not, either directly or indirectly:

     (A) Use of Proceeds.

     Utilize the  proceeds of the Note for any purpose  other than as  necessary
business working capital;

     (B) Additional Encumbrances on Collateral.

     Create,  incur,  assume or suffer to exist any mortgage,  pledge,  security
interest,  encumbrance,  lien, or charge of any kind upon any of the  Collateral
referenced herein, except:

     (i)  mortgages,  liens,  pledges  and  security  interests  in favor of the
Lender.

     (C) Exercise Shareholder Voting Rights of Borrower.

     As long as the terms of this  Agreement and the Note have not been breached
or are not in default,  the Borrower shall have all rights in the pledged Shares
except for the following:

     (i) the right to possession;

     (ii) the right to exercise its vote on any matters related to the terms and
conditions of this Agreement;

     (iii) the right to exercise  its vote on any  matters  related to the terms
and conditions of the Note; and

     (iv) increasing,  decreasing, removing or filling vacancies on the Board of
Directors of the Lender.

     (D) Exercise Board of Directors Voting Rights of Borrower.

     At the time of execution of this Agreement,  the Chief Executive Officer of
Borrower  is one of three (3)  members  of the  Board of  Directors  of  Lender.
Borrower  acknowledges and agrees that a conflict of interest shall exist in the
event  any  matters  or issues  related  to the  terms  and  conditions  of this
Agreement,  or the Note,  and because of such  conflict of  interest,  the Chief
Executive Officer of Borrower shall not vote on said matters or issues.

     (E) Anti-Dilution.

     During the term of this Agreement and Note, and any extensions thereto, the
Borrower shall not issue, nor cause to be issued any additional  shares of Stock
in the Lender.

     (F) Breach of Covenants.

     Any action taken by Borrower in  contravention  of these covenants shall be
deemed null and void and of no force and  effect,  and shall also  constitute  a
breach of this Agreement.


     7. EVENT OF DEFAULT.

     The Note shall be immediately due and payable in full if one or more of the
following- described events of default shall occur:

     (A) The Borrower (a) shall file a petition for  adjudication as a bankrupt;
(b) shall file a petition or answer  seeking  reorganization  or an  arrangement
under any  bankruptcy or similar  statute of the United States of America or any
subdivision  thereof or of any foreign  jurisdiction;  (c) shall  consent to the
filing of a petition in any such bankruptcy or  reorganization  proceeding;  (d)
shall consent to the appointment of a receiver or trustee or officer  performing
similar  functions  with respect to any  substantial  part of its property;  (e)
shall make a general  assignment for the benefit of its creditors;  or (f) shall
execute  a  consent  to any  other  type of  insolvency  proceeding  (under  the
Bankruptcy Act or otherwise) or any informal  proceeding for the  dissolution or
liquidation of, or settlement of, claims against or winding up of affairs of the
Borrower; or

     (B) The appointment of a receiver or trustee or officer  performing similar
functions for the Borrower or for any of its assets,  or the filing  against the
Borrower  of a petition  for  adjudication  as a bankrupt  or  insolvent  or for
reorganization  under any  bankruptcy  or similar  laws of the United  States of
America  or of  any  state  thereof  or of  any  foreign  jurisdiction,  or  the
institution  against  the  Borrower of any other type of  insolvency  proceeding
(under the Bankruptcy Act or otherwise) or of any formal or informal  proceeding
for the dissolution or liquidation  of,  settlement of claims against or winding
up of affairs of, the Borrower, and the failure to have such appointment vacated
or such  petition or  proceeding  dismissed  within  thirty (30) days after such
appointment, filing or institution.

     (C) Failure of the Borrower to make payment of any principal,  interest, or
payment within twenty (20) days of its due date to the Lender under the Note, or
any of the corresponding Security Documents.

     (D)  Default  in the  performance  of any other  liability,  obligation  or
covenant of the  Borrower to the Lender under the  Security  Documents,  and the
continuance  thereof for twenty (20) days after  written  notice to the Borrower
from the Lender.

     (C) Waiver of Default.

     The Lender at any time may waive any default or any event of default  which
shall have  occurred  and any of its  consequences,  in which  case the  Parties
hereto shall be restored to their former  positions  and rights and  obligations
hereunder,  respectively;  but no such waiver shall extend to any  subsequent or
other default or impair any right consequent  thereon,  and no such waiver shall
be effective  unless it is in a written  document  executed by a duly authorized
officer.


     8. LENDER'S REMEDIES FOR DEFAULT.

     Upon  the  occurrence  of an  Event  of  Default  and  acceleration  of the
indebtedness of the Borrower to the Lender,  the Lender shall have the following
remedies:

     (A) Action for Enforcement.

     In case any one or more Events of Default  shall  occur and be  continuing,
the Lender may proceed to protect  and enforce its rights or remedies  either by
suit in  equity  or by  action  at  law,  or  both,  whether  for  the  specific
performance of any covenants,  agreement or other provision  contained herein or
in any  Security  Document,  or to enforce  the payment of the Note or any other
legal or equitable right or remedy.

     (B) Forfeiture of Security Interest.

     The Lender may take possession of the Collateral after default and exercise
all rights, title and interest in said Collateral. Borrower expressly waives any
rights or interest it may have  regarding  repossession  of the  Collateral  and
acknowledges  and agrees that the Collateral shall be forfeited upon an Event of
Default.

     (C) Rights and Remedies Under Escrow Agreement.

     The Lender  shall have all  rights  given to it under the Escrow  Agreement
entered into on even date herewith.  Under same, the Lender may take  possession
of the escrowed  shares (as defined  therein),  which right of possession  shall
entitle  them  to  all  rights,  including  voting,  incident  to  common  stock
ownership.

     (D) Rights and Remedies Cumulative.

     No right or remedy  herein  conferred  upon the  Lender is  intended  to be
exclusive of any other right or remedy contained herein,  in the Note,  Security
Documents  or in any  instrument  or document  delivered in  connection  with or
pursuant to this  Agreement,  and every such right or remedy shall be cumulative
and shall be in addition to every  other such right or remedy  contained  herein
and  therein or now or  hereafter  existing at law or in equity or by statute or
otherwise.

     (E) Rights and Remedies Not Waived.

     No course of dealing  between the Borrower and the Lender or any failure or
delay on the part of the Lender in exercising  any rights or remedies  hereunder
shall  operate as a waiver of any rights or remedies of the Lender and no single
or partial  exercise  of any rights or  remedies  hereunder  shall  operate as a
waiver or preclude the exercise of any other rights or remedies hereunder.


     9. MISCELLANEOUS.

     (A) Waivers.

     The  Borrower  waives  presentment,  demand,  protest,  notice of  default,
nonpayment,  partial payments and all other notices and formalities  relating to
this Agreement other than notices specifically required hereunder.  The Borrower
consents to and waives  notice of the granting of  indulgences  or extensions of
time of payment, the taking or releasing of security, the addition or release of
persons primarily or secondarily liable on or with respect to liabilities of the
Borrower  to the  Lender,  all in such  manner  and at such time or times as the
Lender may deem advisable.  No act or omission of the Lender shall in any way be
implied or affect any of the  indebtedness or liabilities of the Borrower to the
Lender or  rights  of the  Lender  in any  security.  No delay by the  Lender to
exercise any right,  power or remedy hereunder or under any security  agreement,
and no indulgence given to the Borrower in case of any default, shall impair any
such  right,  power or remedy  or be  construed  as  having  created a course of
dealing or performance  contrary to the specific provisions of this Agreement or
as a waiver of any default by the Borrower or any  acquiescence  therein or as a
violation of any of the terms or provisions of this Agreement.  The Lender shall
have the right at all times to enforce the  provisions of this Agreement and all
other documents executed in connection  herewith in strict accordance with their
terms,  notwithstanding  any course of dealing or  performance  by the Lender in
refraining  from so doing at any time. No course of dealing between the Borrower
and the Lender shall operate as a waiver of any of the Lender's rights.

     (B) Governing Law; Benefit.

     This  Agreement and all rights  hereunder  shall be governed by the laws of
the State of  Florida.  This  Agreement  shall bind and inure to the  benefit of
Borrower and Lender,  and the terms "Borrower," and "Lender",  respectively,  as
used  in  this  Agreement  shall  include,  the  respective  Parties  and  their
respective  successors and assigns.  It is agreed that venue shall be in Brevard
County, Florida.

     (C) Notices.

     Any notice or demand to be given hereunder shall be duly given if delivered
or mailed as follows:

          To the Borrower:

               The Ashton Technology Group, Inc.
               Attention:  Fredric W. Rittereiser,  CEO
               1900 Market Street
               Suite 701
               Philadelphia, Pennsylvania 19103

          with a copy to:

               Cadwalader, Wickersham & Taft
               Attention:  Harvey Spear, Esquire
               100 Maiden Lane
               New York, New York 10038

          To the Lender:

               Computer Science Innovations, Inc.
               Attention:  George H. Milligan, President
               1235 Evans Road
               Melbourne, Florida 32904

          with a copy to:

               Reinman & Wattwood, P.A.
               Attention:  Victor S. Kostro, Esquire
               1825 S. Riverview Drive
               Melbourne, Florida 32901

     (D) Titles.

     Titles to the sections of this Agreement are solely for the  convenience of
the Parties hereto and are not an aid in the interpretation of this Agreement or
any part thereof.

     (E) Counterparts.

     This  Agreement  may be executed in any number of  counterparts  and by the
Parties  hereto on separate  counterparts,  each of which when so  executed  and
delivered shall be an original,  but all of which shall together  constitute one
and the same Agreement.

     (F) Entire Agreement.

     This Agreement  constitutes the entire  agreement  between the Parties with
the  exception  of the  Promissory  Note,  Stock  Pledge  Agreement,  and Escrow
Agreement  and shall not be amended  or  modified  in any  respect  without  the
express written consent of the Parties to be affected.

<PAGE>

     IN WITNESS  WHEREOF,  the Parties have executed this  Agreement the day and
year first above written.


Attest:                                  THE ASHTON TECHNOLOGY GROUP, INC.,
                                         a Delaware corporation


/s/ John A. Blohm                        By: /s/ Fredric W. Rittereiser
 John A. Blohm       (Name)              Fredric W. Rittereiser          (Name)
 Secretary           (Title)             President & CEO                 (Title)
            (SEAL)                                     
                                                       "Borrower"

/s/ John A. Blohm                        /s/ Fredric W. Rittereiser
Witness                                  FREDRIC W. RITTEREISER,
                                         Chief Executive Officer
/s/ Robert Eprile
Witness


Attest:                                  COMPUTER SCIENCE INNOVATIONS, INC.,
                                         a Florida corporation


/s/ George Milligan                      By: /s/ George Milligan
 George Milligan     (Name)              George Milligan                 (Name)
 President - CSI     (Title)             President                       (Title)
             (SEAL)
                                                        "Lender"

<PAGE>

--------------------------------------------------------------------------------
                                  EXHIBIT "A"
--------------------------------------------------------------------------------

                                 PROMISSORY NOTE


$500,000.00                                              Date: February 18, 1997

     FOR VALUE RECEIVED,  the undersigned,  THE ASHTON TECHNOLOGY GROUP, INC., a
Delaware  corporation,  (the  "Maker")  promises to pay to the order of COMPUTER
SCIENCE  INNOVATIONS,  INC., a Florida  corporation,  its successors and assigns
(the "Lender" or "Holder") located at 1235 Evans Road,  Melbourne,  FL 32904, or
elsewhere  as directed  from time to time in writing by the Holder  hereof,  the
principal  sum of Five Hundred  Thousand  Dollars  ($500,000.00),  together with
interest thereof at the rate of eight and one-quarter percent (8.25%) per annum,
in lawful money of the United States of America, payable as follows:

     (a)  Interest  shall  accrue from the period of February  18,  1997,  until
November  18,  1997,  on the  principal  amount at an  annual  rate of Eight and
One-Quarter Percent (8.25%); and

     (b) The principal sum of Five Hundred Thousand Dollars  ($500,000.00),  and
all accrued interest thereon shall be due on November 18, 1997.

     Repayment of this Note is secured by certain  shares of Class A and Class B
Common stock of Computer Science  Innovations,  Inc., held in escrow pursuant to
the terms of an Escrow Agreement dated of even date herewith.

     Payment not received  within said twenty (20) days of the due date shall be
deemed a default  under this Note.  If the  undersigned  defaults in the payment
hereunder,  the Note shall bear interest at the rate of 15% ("default  rate") on
the amount then due and payable.  Upon default for  non-payment of the Note, the
entire  unpaid  principal  balance of this  obligation,  together  with  accrued
interest, shall, at the Holders election, become immediately due and payable.

     Additionally,  repayment of this Note is secured by a  Short-Term  Loan and
Security  Agreement (the  "Short-Term Loan  Agreement').  It is expressly agreed
that all of the  covenants,  conditions and agreements of the Maker hereof under
said  Short-Term  Loan  Agreement  are  made a part of this  Note  and  shall be
included in the  interpretation  of this Note. Upon the occurrence of default in
the performance or observation of any term, agreement, or condition specified in
the Short-Term  Loan Agreement,  other than for  non-payment on the Note,  Maker
shall have twenty  (20) days from the date of written  notice of default to cure
said default.

     In the event said  default is not cured  within the twenty (20) day period,
the entire unpaid principal  balance of this  obligation,  together with accrued
interest, shall, at the Holders election, become immediately due and payable.

     Maker shall have the privilege to prepay the indebtedness evidenced hereby,
in whole or in part at any time.  Partial  prepayments  shall  first be  applied
against accrued interest then due and owing, and thereafter  against  principal.
Any partial  prepayment  shall not postpone the due date or change the amount of
any subsequent payment.

     All persons or entities  now or at anytime  liable for payment of this Note
hereby waive presentment, protest, notice of protest and dishonor. The Maker and
all  persons/entities  liable hereunder  expressly  consent to any extensions or
renewals,  in  whole or in part,  and all  delays  in  timely  payment  or other
performance  which  Holder  may grant at any time and from time to time  without
limitation and without any notice or further consent of the undersigned.

     The  remedies  of  Holder  provided  herein,  or  in  the  Short-Term  Loan
Agreement,  shall be cumulative and  concurrent  and may be pursued  singularly,
successively, or together, at the sole discretion of Holder and may be exercised
as often as the occasion therefore shall arise.

     In the event this Note is placed in the hands of an attorney for collection
by civil  action  the  prevailing  party  shall be  entitled  to an award of its
reasonable attorneys' fees and costs, including those on appeal.

     This Promissory Note is to be construed and enforced  according to the laws
of the State of Florida  or, if Holder  elects the benefit  thereof,  applicable
Federal pre-emption laws.


Attest:                                    THE ASHTON TECHNOLOGY GROUP, INC.


/s/ John Blohm                             By: /s/ Fredric W. Rittereiser
Secretary (Seal)                           Fredric W. Rittereiser        (Name)
                                           President & CEO               (Title)

                                                        "Maker"

<PAGE>
--------------------------------------------------------------------------------
                                   EXHIBIT "B"
--------------------------------------------------------------------------------

                             STOCK PLEDGE AGREEMENT

     THIS  PLEDGE  AGREEMENT  ("Agreement")  is made this 18th day of  February,
1997, by and between THE ASHTON TECHNOLOGY GROUP,  INC., a Delaware  corporation
("Pledgor") and COMPUTER SCIENCE  INNOVATIONS,  INC., a Florida corporation with
its  principal  place of  business in  Melbourne,  Florida,  ("Secured  Party"),
collectively referred to as the "Parties."

     In order to secure  performance of the  obligations of Pledgor  pursuant to
that  certain   Short-Term  Loan  and  Security   Agreement   ("Short-Term  Loan
Agreement")  by and among the Parties of  approximate  even date  herewith,  the
Parties hereby agree as follows:


     1. SECURITY INTEREST AND COLLATERAL.

     The Pledgor hereby grants Secured Party a security  interest (herein called
the  "Security  Interest") in the capital stock set forth on Appendix A attached
hereto,  together with all proceeds of and other rights in connection  with such
capital stock (hereinafter called the "Pledged Stock"), said Pledged Stock shall
be held in  escrow  pursuant  to that  certain  Escrow  Agreement  of even  date
herewith by and between The Ashton  Technology  Group,  Inc.,  Computer  Science
Innovations, Inc., and Reinman & Wattwood, P.A.


     2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

     The Pledgor represents, warrants and agrees that:

     (A)  Pledgor  will  duly  endorse,  in blank,  each and  every  certificate
constituting  the Pledged  Stock by signing on such  instrument  or by signing a
separate document of assignment or transfer, in form and substance acceptable to
Secured Party.

     (B) Pledgor will  surrender  all rights,  title and interest in the Pledged
Stock in the event of a default under the  Short-Term  Loan Agreement as defined
therein.

     (C) Pledgor is the owner of the Pledged  Stock free and clear of all liens,
encumbrances,  security  interests  and  restrictions,  except for the  Security
Interest and will not convey, sell or transfer in any manner any interest in the
Stock during the term of this Agreement.

     (D)  Pledgor  will keep the  Pledged  Stock  free and  clear of all  liens,
encumbrances,  security  interests  and  restrictions,  except for the  Security
Interest.

     (E) Pledgor will pay,  when due, all taxes and other  governmental  charges
levied or assessed upon or against the Pledged Stock.

     (F) Pledgor  represents  and warrants that it has the full authority of its
Board of  Directors to encumber and pledge the Pledged  Stock as  collateral  to
secure  performance  of the  obligations  of Pledgor  pursuant  to that  certain
Short-Term Loan Agreement.


     3. EXERCISE SHAREHOLDER VOTING RIGHTS OF BORROWER.

     As long as the terms of this  Agreement and the Note have not been breached
or are not in default,  the Borrower shall have all rights in the pledged Shares
except for the following:

     (i) the right to possession;

     (ii) the right to exercise its vote on any matters related to the terms and
conditions of this Agreement;

     (iii) the right to exercise  its vote on any  matters  related to the terms
and conditions of the Note; and

     (iv) the right to increase, decrease, remove or fill vacancies on the Board
of Directors of the Lender.


     4. EXERCISE BOARD OF DIRECTORS VOTING RIGHTS OF BORROWER.

     At the time of execution of this Agreement,  the Chief Executive Officer of
Borrower  is one of three (3)  members  of the  Board of  Directors  of  Lender.
Borrower  acknowledges and agrees that a conflict of interest shall exist in the
event  any  matters  or issues  related  to the  terms  and  conditions  of this
Agreement,  or the Note,  and because of such  conflict of  interest,  the Chief
Executive Officer of Borrower shall not vote on said matters or issues.


     5. ANTI-DILUTION.

     During the term of this Agreement and Note, and any extensions thereto, the
Borrower shall not issue, nor cause to be issued any additional  shares of Stock
in the Lender.


     6. EVENTS OF DEFAULT.

     For purposes of this Agreement,  "Event of Default" shall mean a default as
defined in the Short-Term  Loan Agreement,  the terms of which are  incorporated
herein by this reference, or a breach of a representation,  covenant or warranty
set forth in this Agreement.


     7. REMEDIES UPON EVENT OF DEFAULT.

     Upon the occurrence of an Event of Default,  Secured Party may exercise any
or all of the  following  rights or remedies,  together with all other rights or
remedies provided hereunder,  or under applicable law; provided that no exercise
of any one or more of such rights or remedies shall preclude  Secured Party from
exercising any other rights or remedies at the same time or at any other time:

     (A) Exercise any or all of the rights or remedies of a secured  party under
the Uniform Commercial Code with respect to the Pledged Shares,  including,  but
not limited to, the right to sell the Pledged Stock in a private or public sale;

     (B)  Exercise all voting  powers with  respect to the Pledged  Shares while
proceeding to exercise the remedies of a secured party  referenced in subsection
7(A) hereof;

     (C) Exercise all of the remedies provided in the Short-Term Loan Agreement;

     (D)  Exercise  all of  the  remedies  provided  in  the  Escrow  Agreement,
including  but not limited to taking  possession  and acquiring all incidents of
ownership of the Pledged Stock.

     (E) For purposes of this  Agreement,  ten (10) days notice to Pledgor shall
be deemed commercially reasonable.


     7. RELEASE.

     The Secured  Party  agrees that it shall  release all of the Pledged  Stock
from the terms of this Agreement provided that  simultaneously with such release
the obligations of the Short-Term Loan Agreement are performed in full.


     8. MISCELLANEOUS.

     This Agreement can be waived, modified,  amended, terminated or discharged,
and the Security  Interest can be released,  only explicitly in a writing signed
by the Secured Party.  The Secured Party shall not have any  responsibility  for
(i)  ascertaining  or taking any action with  respect to  exchanges,  tenders or
other matters relative to any Pledged Stock, whether or not the Secured Party is
deemed to have knowledge of such matters,  or (ii) taking any necessary steps to
preserve  such rights  against any parties  with  respect to any Pledged  Stock.
Pledgor will reimburse Secured Party for all costs, expenses or disbursements of
any kind or nature whatsoever incurred in disposing of the collateral (including
reasonable  attorneys  fees).  This Agreement shall be binding upon and inure to
the benefit of Pledgor and Secured  Party and their  respective  successors  and
assigns and shall take effect  when signed by Pledgor and  delivered  to Secured
Party,  and Pledgor waives notice of acceptance  hereof by Secured  Party.  This
Agreement  shall be governed by the internal laws of the State of Florida,  and,
unless the context otherwise  requires,  all terms used herein which are defined
in Articles 1 and 9 of the Uniform  Commercial Code, as in effect in said state,
shall have the meanings  therein  stated.  All  representations  and  warranties
contained  in  this  Agreement   shall  survive  the  execution,   delivery  and
performance of this  Agreement.  To the extent  required by applicable  law, the
rights  and  obligations  of the  Secured  Party may be  assigned  to a licensed
professional, person, or other entity. This Agreement may be amended at any time
by written instrument executed by the Parties hereto.

     IN WITNESS  WHEREOF,  the Parties  hereto have  executed  this Stock Pledge
Agreement on the day and year first above written.


Attest:                                     THE ASHTON TECHNOLOGY GROUP, INC.


/s/ John Blohm                              By: /s/ Fredric W. Rittereiser
 John A. Blohm        (Name)                Fredric W. Rittereiser       (Name)
 Secretary            (Title)               President & CEO             (Title)

                                                       "Pledgor"


Attest:                                     COMPUTER SCIENCE INNOVATIONS, INC.


/s/ George Milligan                         By: /s/ George Milligan
 George Milligan      (Name)                George Milligan              (Name)
 President            (Title)               President                   (Title)

                                                       "Secured Party"

<PAGE>
--------------------------------------------------------------------------------
                                  APPENDIX "A"
--------------------------------------------------------------------------------


     To secure the Borrower's prompt,  punctual, and faithful performance of all
of the Borrower's liabilities herein, the Borrower hereby grants to the Lender a
continuing  security interest in and to, and pledges to the Lender,  pursuant to
the Stock Pledge Agreement, the following:

         All rights, title and interest in the common stock of Computer
         Science  Innovations,  Inc.  currently  owned  by  and  in the
         possession  of Borrower,  presently  consisting of Six Hundred
         Ninety-Seven  Thousand  Eight  Hundred  Seventy-One  (697,871)
         Class A  Shares  and One  Million  Twenty-One  Thousand  Three
         Hundred Eighty-One (1,021,381) Class B Shares.

<PAGE>
--------------------------------------------------------------------------------
                                   EXHIBIT "C"
--------------------------------------------------------------------------------

                                ESCROW AGREEMENT


     THIS ESCROW  AGREEMENT is entered into on this 18th day of February,  1997,
by  and  among  THE  ASHTON  TECHNOLOGY  GROUP,  INC.,  a  Delaware  Corporation
(hereinafter  referred to as "Pledgor"),  COMPUTER SCIENCE INNOVATIONS,  INC., a
Florida Corporation,  (hereinafter referred to as "Corporation"),  and Reinman &
Wattwood,  P.A., hereinafter referred to as the "Escrow Agent." 

     WHEREAS,  Pledgor is a party to that certain  Short-Term  Loan and Security
Agreement  ("Short-Term Loan Agreement") of approximate even date herewith,  and
incorporated  herein by  reference; and  

     WHEREAS, in order to more effectively implement the terms of the Short-Term
Loan Agreement,  Pledgor is amenable to escrowing all of its shares of stock now
owned or subsequently  acquired in  Corporation.  Pledgor has agreed to transfer
said common  stock  interest  ("Stock")  as  additional  security for payment by
Pledgor of that certain Promissory Note ("Note") being delivered pursuant to the
terms  of that  certain  Short-Term  Loan  Agreement;  and  

     NOW,  THEREFORE,  in consideration of the mutual promises contained herein,
the parties agree as follows:  

     1. The above recitals and all exhibits  hereto are true and correct and are
incorporated herein by this reference.

     2. Upon execution on even date herewith of the Short-Term  Loan  Agreement,
the  Pledgor  shall  deliver  to the  Escrow  Agent  all  Shares  of  the  Stock
("Shares"),  to be held in Escrow  pursuant to the terms and  conditions of this
Agreement.

     3.  The  Pledgor  further  agrees  to  execute  stock  powers  of  attorney
authorizing  the  Escrow  Agent  to  transfer  Shares  simultaneously,   and  in
accordance  with the terms of the  Short-Term  Loan  Agreement  and this  Escrow
Agreement.

     4. As long as the terms and conditions of the Escrow Agreement,  Short-Term
Loan  Agreement and the Note have not been  breached or are not in default,  the
Pledgor  shall  have all  rights  in the  escrowed  Shares  except  the right to
possession  and the right to  exercise  its vote on any  matters  related to the
terms  and   conditions  of  the   Short-Term   Loan  Agreement  and  the  Note.
Additionally,  Pledgor  shall have no right to exercise  its vote on any matters
related to increasing,  decreasing,  filling vacancies or removing  Directors on
the Board of Corporation.

     5. In the event of any default (as defined in the Short Term Loan Agreement
or the Note) the Chief Executive  Officer ("CEO") of Corporation  shall give the
Pledgor and the Escrow Agent written  notice of said  default.  After receipt of
the notice,  the Escrow Agent is  authorized to transfer the Shares and may take
such other  actions as are  required  to carry out the intent of the  Short-Term
Loan Agreement,  the Note, and this Escrow Agreement.  

     6. The Escrow Agent shall be liable only for the safekeeping, transfer, and
other  transactions  of the escrowed Shares in accordance with the provisions of
this Escrow Agreement and the Short-Term Loan Agreement,  and any amendments and
supplements thereto. The Escrow Agent shall not be liable or responsible for any
loss unless the same is caused by its gross  negligence or willful  malfeasance.
The parties  hereto  further  agree to release,  indemnify and hold harmless the
Escrow Agent from and against any and all claims, losses, damages,  expenses, or
other  liabilities  arising out of the performance of the duties of Escrow Agent
pursuant  to this  Escrow  Agreement.  

     7. In the event any  dispute  shall arise  between the parties  whereby the
Escrow Agent is in doubt as to his duties or liabilities  under this  Agreement,
the Escrow Agent, in its sole and absolute discretion,  may continue to hold the
Shares held pursuant to this Escrow  Agreement until the Pledgor and Corporation
mutually  agree to the  distribution  thereof or until the Escrow Agent shall be
ordered to disburse  same by judgment of a court of competent  jurisdiction;  or
the Escrow Agent may implead the escrowed Shares into the Registry of a Court of
competent  jurisdiction,  subject to distribution  upon order of the Court. Upon
notifying the Pledgor and the Parties of the  Short-Term  Loan Agreement of such
action,  all  liability  on the part of  Escrow  Agent  shall  fully  cease  and
terminate.

     8. Notwithstanding the above, Pledgor and Corporation  acknowledge that the
Escrow  Agent  shall  not  be  precluded   from  providing   continuing,   legal
representation  to Corporation on all matters  unrelated to this specific Escrow
Agreement. 

     9. All parties agree that the Escrow Agent shall not be liable to any party
or person  whomsoever  except  for  willful  breach of this  Agreement  or gross
negligence on the part of the Escrow Agent.

     10. The Escrow Agent may resign at any time upon giving of thirty (30) days
written notice to Pledgor.  If a Successor  Escrow Agent is not appointed within
thirty (30) days after notice of resignation,  the Escrow Agent may petition any
Court of competent jurisdiction to name a Successor Escrow Agent; and the Escrow
Agent herein shall be fully  relieved of all liability  under this  Agreement to
any and all parties  upon the transfer of the Escrow  deposits to the  Successor
Escrow Agent.

     11. This Escrow Agreement may be executed in one or more counterparts,  all
of which shall be  considered  one and the same  agreement,  and shall  become a
binding  agreement when one or more  counterparts have been signed by each party
and delivered to the other party.

     IN WITNESS  WHEREOF,  the parties have executed this Escrow  Agreement this
18th day of February, 1997.


Attest:                                     THE ASHTON TECHNOLOGY GROUP, INC.


/s/ John A. Blohm                           By: /s/ Fredric W. Rittereiser
 John A. Blohm          (Name)              Fredric W. Rittereiser       (Name)
 Secretary              (Title)             President & CEO             (Title)
              (SEAL)
                                                         "Pledgor"


Attest:                                     COMPUTER SCIENCE INNOVATIONS, INC.


/s/ George Milligan                         By: /s/ George Milligan
 George Milligan         (Name)             George Milligan              (Name)
 President               (Title)            President                   (Title)
              (SEAL)
                                                        "Corporation"


                                             REINMAN & WATTWOOD, P.A.


                                             By: /s/
Witness                                                                  (Name)
                                                                        (Title)

Witness

                                                        "Escrow Agent"
<PAGE>
--------------------------------------------------------------------------------
                             IRREVOCABLE STOCK POWER
--------------------------------------------------------------------------------


     FOR VALUE RECEIVED,  the undersigned does hereby sell,  assign and transfer
to  ______________________________,  or order, all right,  title and interest in
One Million Twenty-One  Thousand Three Hundred Eighty-One  (1,021,381) Shares of
COMPUTER  SCIENCE  INNOVATIONS,  INC.  Class  B  Common  stock,  represented  by
Certificate Number, _______ standing in the name of the undersigned on the books
of the Company.

     The undersigned  does hereby  irrevocably  constitute and appoint VICTOR S.
KOSTRO,  ESQ., to transfer  said stock on the books of said  Company,  with full
power of substitution in the premises.

Dated this 18th day of February, 1997.


Attest:                                   THE ASHTON TECHNOLOGY GROUP, INC.


/s/ John A. Blohm                         By: /s/ Fredric W. Rittereiser
 John A. Blohm,          (Name)           Fredric W. Rittereiser         (Name)
 Secretary               (Title)          President & CEO               (Title)
              (SEAL)

<PAGE>
--------------------------------------------------------------------------------
                             IRREVOCABLE STOCK POWER
--------------------------------------------------------------------------------


     FOR VALUE RECEIVED,  the undersigned does hereby sell,  assign and transfer
to _________________________________, or order, all right, title and interest in
Six Hundred Ninety-Seven Eight Hundred Seventy-One  (697,871) Shares of COMPUTER
SCIENCE  INNOVATIONS,  INC.  Class A Common stock,  represented  by  Certificate
Number standing in the name of the undersigned on the books of the Company.

     The undersigned  does hereby  irrevocably  constitute and appoint VICTOR S.
KOSTRO,  ESQ., to transfer  said stock on the books of said  Company,  with full
power of substitution in the premises.

Dated this 18th day of February, 1997.


Attest:                                    THE ASHTON TECHNOLOGY GROUP, INC.


/s/ John Blohm                             By: /s/ Fredric W. Rittereiser
 John A. Blohm          (Name)             Fredric W. Rittereiser        (Name)
 Secretary              (Title)            President & CEO              (Title)
              (SEAL)

<PAGE>
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                          AFFIDAVIT OF LOST CERTIFICATE


STATE OF PENNSYLVANIA
COUNTY OF PHILADELPHIA

     I, John A. Blohm,  the Executive  Vice  President/Secretary  (title) of The
Ashton Technology Group, Inc. ("Ashton"), being duly sworn, deposes and says:

     1. That Ashton is the owner of 5 certificate(s)  representing the ownership
of  1,134,006  shares of Class A Common Stock of Computer  Science  Innovations,
Inc. ("CSI"),  a Florida  corporation,  which is represented on the books of the
CSI  as  Stock   Certificates   No.  149,  150,   151,   153,  and  154,   dated
----------------.

     2. That Ashton is the owner of 4 certificate(s)  representing the ownership
of  1,600,471  shares of Class B Common Stock of Computer  Science  Innovations,
Inc. ("CSI"),  a Florida  corporation,  which is represented on the books of the
CSI as Stock Certificates No. 183, 185, 186 and 187, dated ----------------.

     3. That Ashton lost said Certificates.

     4. That Ashton,  through its Officers,  has made a diligent  effort to find
the  Certificates  and since the  Certificates  were not found, it is understood
that CSI will issue replacement Certificates to the undersigned.

     5.  That it is  understood  by the  undersigned  that if,  after  receiving
replacement  Certificates,  the original  Certificates  are found,  that it will
surrender said Certificates to the Secretary of CSI to be canceled of record.


                                            ASHTON TECHNOLOGY GROUP, INC.


                                            By: /s/ John Blohm
                                            John A. Blohm                (Name)
                                            Executive VP/Secretary      (Title)

<PAGE>

STATE OF PENNSYLVANIA
COUNTY OF PHILADELPHIA

     ON THIS 18th day of February,  1997, before me personally  appeared John A.
Blohm, the Executive Vice Pres.  (title) of THE ASHTON TECHNOLOGY GROUP, INC., a
Delaware corporation, described in and who executed the foregoing instrument and
duly  acknowledged  to me that he  executed  the same as  affidavit  (title)  as
aforesaid.



                                          /s/ Maureen Daly
                                         (Signature of Notary Public)


                                         Maureen Daly
                                        (Print, type or stamp Commissioned Name
                                         of Notary Public)

                   Personally Known   X         OR Produced Identification
                                    ------                                 ----
                   Type of Identification:
                                          -------------------------------------