EXHIBIT 4.20

                       DATED THE 30TH DAY OF JANUARY, 2002

                        THE ASHTON TECHNOLOGY GROUP, INC.

                                   ("SELLER")

                                       AND

                             HK WEAVER GROUP LIMITED

                                  ("PURCHASER")

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                             AGREEMENT FOR SALE AND

                               PURCHASE OF SHARES

                           IN RESPECT OF THE SHARES IN

                            KINGSWAY ATG ASIA LIMITED


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THE AGREEMENT is made the 30th day of January, 2002.

BETWEEN
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(1)      THE ASHTON TECHNOLOGY GROUP, INC., a company incorporated under the
         laws of Delaware, United States of America whose principal business
         address is situate at 11 Penn Center, 1835 market Street, Suite 420,
         Philadelphia, PA 19103, USA. (the "SELLER"); and

(2)      HK WEAVER GROUP LIMITED, a company incorporated under the laws of
         British Virgin Islands whose registered address is situate at P.O. Box
         957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin
         Islands (the "Purchaser").

WHEREAS:

(A)      The Seller is the beneficial owner of 47,000,000 fully-paid ordinary
         shares in the issued share capital of Kingsway ATG Asia Limited
         ("KAA").

(B)      KAA is a company incorporated under the laws of the British Virgin
         Islands and its business address is situate at 5th Floor, Hutchison
         House, 10 Harcourt Road, Hong Kong.

(C)      The Purchaser agrees to purchase from and the Seller agrees to sell his
         shares in KAA to the Purchaser.

NOW, IT IS HEREBY AGREED as follows:
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1.       INTERPRETATION

1.1      In this agreement, including the schedules, the following words and
         expressions shall, except where the context otherwise requires, have
         the following meanings:-

         "BUSINESS DAY" means a day (excluding Saturday and Sunday) on which
         banks in Hong Kong are open for business throughout their normal
         business hours;

         "COMPLETION" means completion of the sale and purchase of the Sale
         Shares in accordance with Clause 5 hereof;

         "COMPLETION DATE" means 30 March 2002;

         "CONDITIONS" means the conditions precedent set out in Clause 4 hereof;

         "GOVERNMENTAL APPROVAL" means any consent, approval, authorization,
         waiver, permit, grant, franchise, concession, agreement, license,
         certificate, exemption, order, registration, declaration, filing,
         report or notice of, with, by or to any Governmental Authority;



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                                                     SALE AND PURCHASE AGREEMENT


         "GOVERNMENTAL AUTHORITY" means any nation or government, any
         international or transnational organ of which two or more nations or
         governments are members or any state or other subdivision of any of the
         foregoing;

         "HONG KONG" means the Hong Kong Special Administrative Region of the
         PRC;

         "LAW" means any of (i) constitutions, treaties, statutes, laws
         (including the common law), codes, rules, regulations, ordinances or
         orders of any Governmental Authority, (ii) Governmental Approvals or
         (iii) orders, decisions, injunctions, judgments, awards and decrees of
         or agreements with any Governmental Authority;

         "SALE SHARES" means the 47,000,000 fully paid ordinary shares in the
         issued share capital of KAA legally and beneficially owned by the
         Seller and registered under their name in KAA's member register;

         "US$" means United States Dollars, the lawful currency of the United
         States of America;

         "WARRANTIES" means the representations and warranties of the Seller as
         set out in Clause 6 hereof.

1.2      In this agreement:-

         (a)  references to Recitals, Clauses, Sub-clauses, Schedules and
              Exhibits are to the clauses and sub-clauses of, and the recitals,
              schedules and exhibits to, this agreement;

         (b)  references to any statutory provision or any rule or regulation
              (whether or not having the force of law) shall be construed as
              reference to the same as amended, varied, modified, consolidated
              or re-enacted from time to time and to any subordinate legislation
              made under such statutory provision;

         (c)  references to parties are to parties of this agreement;

         (d)  words importing the singular include the plural and vice versa,
              words importing one gender include every gender, and references to
              persons include bodies corporate and unincorporated; and

         (e)  headings are for ease of reference only and shall not affect the
              interpretation of this agreement.

2.       SALE AND PURCHASE OF SHARES
         ---------------------------

2.1      The Seller agrees to sell and the Purchaser agrees to purchase the Sale
         Shares for the price and upon the terms and conditions contained in
         this agreement.



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                                                     SALE AND PURCHASE AGREEMENT


2.2      The total price for the Sale Share shall be HK$23,400,000 which shall
         be paid by the Purchaser to the Seller on or before the Completion Date
         or such later date agreed by both parties in writing.

2.3      The Purchaser will issue a HK$23,400,000.00 zero-coupon bond ("NOTE")
         to the Seller and the Seller will accept the Note as full satisfaction
         of the consideration in Clause 2.2 payable to the Seller by the
         Purchaser.

3.       NO ENCUMBRANCES
         ---------------

3.1      The Sale Shares shall be sold to the Purchaser free from all charges,
         liens, encumbrances, equities and other adverse claims and interests
         together with all rights now and hereafter attaching thereto including
         the right to all dividends and other distributions hereafter declared,
         paid or made in respect thereof.

4.       CONDITIONS PRECEDENT
         --------------------

4.1      The obligations of the Purchaser under this agreement to consummate the
         purchase of the Sale Shares hereunder shall be subject to the
         satisfaction, at or prior to the Completion Date, of each of the
         following conditions:

         (a)  all of the Warranties made by the Seller in this agreement shall
              be true and correct as of the Completion Date as if made on and as
              of the Completion Date; and

         (b)  all of the undertakings and obligations that are required of the
              Seller to be performed or complied with pursuant to this agreement
              on or prior to the Completion Date shall have been duly performed
              and complied with.

4.2      The Purchaser may waive all or any of the Conditions in whole or in
         part at any time by written notice to the Seller.

4.3      The Seller shall use all reasonable endeavours to procure that the
         Conditions are fulfilled on or before the Completion Date or such later
         date as the Seller and the Purchaser may agree in writing.

5.       COMPLETION
         ----------

5.1      The sale and purchase of the Sale Shares shall be completed on or
         before the Completion Date or such later date agreed by both parties in
         writing.

5.2      The Completion shall occur at such place and time as the Seller and the
         Purchaser may agree.

5.3      The Seller shall on completion deliver or cause to be delivered to the
         Purchaser a certified true copy of the resolutions of the board of
         directors of the Seller approving and authorizing the execution,
         delivery and performance by the Seller of, and the consummation of the
         transactions contemplated by, this agreement, the sale of the Sale


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                                                     SALE AND PURCHASE AGREEMENT


         Shares to the Purchaser, the execution and delivery of the brought
         note(s) and sold note(s) and instrument(s) of transfer in relation to
         the Sale Shares in favour of the Purchaser or its nominee(s) and other
         agreements and documents contemplated to be entered into by the Seller
         hereby.

5.4      Upon completion, all of the Sale Shares shall be sold and purchased
         simultaneously.

5.5      The Seller shall indemnify and hold harmless the Purchaser and its
         successors and assigns from and against any and all losses,
         liabilities, claims, damages, costs and expenses (including, without
         limitation, any legal cost and expenses incurred in connection with
         investigating, prosecuting and/or defending any action or proceeding
         arising therefrom) which the Purchaser may incur or sustain from or as
         a result of any of the Warranties not being true or correct or any
         breach of undertaking or covenant by the Seller under this agreement.
         This indemnity shall be without prejudice to any other rights and
         remedies of the Purchaser in relation to any breach of any Warranty and
         all other rights and remedies are expressly reserved to the Purchaser.
         The indemnity provided herein shall survive the payment for or delivery
         of the purchase consideration as contemplated by this agreement.

6.       REPRESENTATIONS AND WARRANTIES
         ------------------------------

6.1      The Seller represents and warrants to the Purchaser as at the date
         hereof and as of the Completion Date as follows:

         (a)  Except for the Share Mortgage for Ashton Technology Group dated 30
              January 2002, the Seller is the beneficial owner of the Sale
              Shares and the Sale Shares are free from all charges, liens,
              encumbrances, equities and other adverse claims and interests.

         (b)  The Seller had obtained the approval of any third party for the
              execution and delivery by the Seller of this agreement, the
              performance by him of his obligations hereunder and the
              consummation by it of the transactions contemplated hereby.

         (c)  No Governmental Approval is required for the execution and
              delivery by the Seller of this agreement, the performance by him
              of his obligations hereunder and the consummation by it of the
              transactions contemplated hereby.

6.2      The Purchaser represents and warrants to the Seller as at the date
         hereof and as of the Completion Date as follows:

         (a)  The Purchaser is a company duly organized and validly existing
              under the laws of British Virgin Islands and is in good standing
              under such laws.

         (b)  The Purchaser has all requisite corporate right, power and
              authority to execute this Agreement and to consummate the
              transaction contemplated hereby.



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                                                     SALE AND PURCHASE AGREEMENT


         (c)  The execution and delivery of this Agreement do not, and the
              consummation of the transaction contemplated hereby will not
              conflict with or result in any violation of any provision of the
              Purchaser's constitution documents.

7.       FURTHER ASSURANCE
         -----------------

7.1      Each party shall execute and perform such further documents and acts as
         may reasonably be required to give effect to the respective obligations
         of the parties under this agreement.

8.       MISCELLANEOUS
         -------------

8.1      Expenses. Each party hereto shall bear its own expenses, costs and fees
         in connection with the transactions contemplated hereby, including the
         preparation, execution and delivery of this agreement and compliance
         herewith.

8.2      Notices. All notices, requests, demands or other communication required
         or permitted to be given under this agreement shall be in writing and
         may be sent by post (first class postage prepaid) or delivered by hand
         or given by facsimile or by courier to the address or fax number from
         time to time designated. The initial address so designated by each
         party shall be the address shows on the first page of this Agreement.
         Any such notice or communication shall be sent to the party to whom it
         is addressed and must contain sufficient reference and/or particulars
         to render it readily identifiable with the subject matter of this
         agreement. All such notices, requests, demands and other communications
         shall be deemed to have been given (i) if by personal delivery on the
         day of such delivery, (ii) if by certified or registered airmail, on
         the seventh day after the mailing thereof, (iii) if by next-day or
         overnight mail or delivery, on the day delivered, (iv) if by telecopy
         or telegram, on the next day following the day on which such telecopy
         or telegram was sent, provided that a copy is also sent by certified or
         registered airmail.

8.3      Governing Law. This agreement shall be governed in all respects,
         including as to validity, interpretation and effect, by the laws of
         Hong Kong without giving effect to the conflict of laws rules thereof
         and the parties agree to submit to the non-exclusive jurisdiction of
         the Hong Kong courts in respects of this agreement.

8.4      Binding Effect. This agreement shall be binding upon and inure for the
         benefit of the parties hereto and their respective successors and
         assigns, provided that no assignment hereof may be made by any party
         hereto except with the prior written consent of the other party.

8.5      Amendment, Waivers. No amendment or modification of this agreement, and
         no waiver of any provision hereunder, shall be valid or binding unless
         set forth in writing and duly executed by the party against whom
         enforcement of the amendment, modification or waiver is sought. Any
         such waiver shall constitute a waiver only with respect to the specific
         matter described in such writing and shall in no way impair the rights
         of the party granting such waiver in any other respect or at any other
         time. Neither the waiver by any party hereto of a breach of or a
         default under any of the provisions of this agreement, nor


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                                                     SALE AND PURCHASE AGREEMENT


         the failure by any of the parties, on one or more occasions, to enforce
         any of the provisions of this Agreement or to exercise any right or
         privilege hereunder, shall be construed as a waiver of any other breach
         or default of a similar nature, or as a waiver of any of such
         provisions, rights, or privileges hereunder.

8.6      Remedies. The rights and remedies herein provided are cumulative and
         none is exclusive of any other, or of any rights or remedies that any
         party may otherwise have. The rights and remedies of any party based
         upon, arising out of or otherwise in respect of any inaccuracy or
         breach of any Warranty shall in no way be limited by the fact that the
         act, omission, occurrence or other state of facts upon which any claim
         of any such inaccuracy or breach is based may also be the subject
         matter of any other representation, warranty, covenant or agreement as
         to which there is no inaccuracy or breach.

8.7      Entire Agreement. This agreement constitutes the entire agreement
         between the parties hereto and supersedes all prior agreements and
         understandings, both written and oral, between the parties hereto with
         respect to the subject matter hereof.

8.8      Severability. If any provision, including any phrase, sentence, clause,
         clause or sub-clause, of this Agreement is invalid, inoperative or
         unenforceable as for or against any party hereto for any reason, such
         circumstances shall not have the effect of rendering such provision in
         question invalid, inoperative or unenforceable in any other case or
         circumstance or as for or against the other parties hereto, or of
         rendering any other provision herein contained invalid, inoperative, or
         unenforceable to any extent whatsoever.

8.9      No Implied Rights. Nothing herein express or implied, is intended to or
         shall be construed to confer upon or give to any person, firm
         corporation or legal entity, other than the parties hereto and their
         affiliates, any interests, rights, remedies or other benefits with
         respect to or in connection with any agreement or provision contained
         herein or contemplated hereby.

IN WITNESS WHEREOF, the parties hereto have duly executed this agreement as of
the date first above written.

SIGNED by                                       )
For and on behalf of                            )
THE ASHTON TECHNOLOGY GROUP, INC.               )
in the presence of:-                            )

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

SIGNED by                                       )
For and on behalf of                            )
HK WEAVER GROUP LIMITED                         )
in the presence of:-                            )

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




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