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                                                                   EXHIBIT 10.44


                          MEMORANDUM OF UNDERSTANDING
                                    BETWEEN
                       THE ASHTON TECHNOLOGY GROUP, INC.
                                      AND
                           E.COM INTERNATIONAL, INC.

1.   The Ashton Technology Group, Inc. ("Ashton") is engaged in the development,
commercialization and marketing of on-line transaction systems for the financial
services industry.

2.   E.Com International, Inc. ("E.Com") develops, manufactures and markets
integrated wireless mobile computing products for mobile computer users.

3.   In connection with the deployment of its on-line transaction systems Ashton
wishes to provide the users of its transaction systems with the ability to reach
its transaction systems from remote locations on a wireless basis.  The users of
Ashton's on-line transaction systems will be financial services executives and
professional securities traders, including but not limited to: institutional
money managers, institutional traders, exchange specialists, floor brokers,
block traders and NASDAQ market makers.

4.   Ashton wishes to become the exclusive distributor of E.Com's Discovery
family of products to the "professional" financial services market.  The
"professional" financial services market is defined as financial services
industry participants and their employees, corporate pension funds and their
employees, and individuals whose business is the trading of securities.

5.   E.Com desires to penetrate the "professional" financial services market and
hereby appoints Ashton as its exclusive distributor for the "professional"
financial services market.  This exclusive distribution right will expire on 31
December 2000, unless it is extended by mutual agreement.

6.   In consideration of its appointment as E.Com's exclusive distributor for
the "professional" financial services market Ashton will make the following
commitment to purchase the Discovery, or other appropriate product from E.Com.

               1998                 a minimum of 500 units
               1999                              [_] units
               2000                              [_] units

     This purchase commitment will be further refined to provide a quarterly
delivery schedule no later than November 15 of the year preceding the year of
each purchase commitment.  For the year 1998 Ashton currently anticipates taking
delivery of 100 units during each of the first and second calendar quarters and
150 units during each of the third and forth calendar quarters.

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     In any calendar quarter that Ashton fails to meet its quarterly purchase
commitment, and is not current with its purchase commitment by the calendar
quarter following such shortfall, E.Com may at its discretion discontinue the
exclusivity distribution status of this agreement.  In any event, E.Com will
provide Ashton 30 day written notice of its intent to discontinue exclusivity
status in such an event.

     With regard to the purchase commitments for the years of 1999 and 2000,
Ashton will establish the minimum level of its purchase commitment not later
than June 30, 1998 in consultation with E.Com.  Ashton currently anticipates
that its minimum commitment for 1999 will be 1000 units.

7.   In consideration for the above purchase commitment, E.Com will sell these
units to Ashton at a price equal to 75% of E.Com's listed distributor price,
provided, however, that no distributor will receive pricing which is more
favorable than the pricing received by Ashton.

8.   In addition to the above purchase commitment Ashton will purchase the final
30 units in E.Com's proposed private placement as described in the private
placement memorandum dated September 1997.

9.   It is understood and agreed that it will be necessary to coordinate the
encryption protocols of E.Com's Discovery and its successor products with that
of Ashton's on-line transaction systems, and that each of Ashton and E.Com will
make the necessary resources available to assure the compatibility of the
respective encryption protocols.

10.  It is further understood and agreed that E.Com's Discovery will have to be
made compatible with the wireless "gateways" of Ashton's on-line transaction
systems and those of the financial market participants who subscribe to Ashton's
on-line transaction systems.  Each of Ashton and E.Com will make the necessary
resources available to assure that the Discovery, or its successor products,
will communicate with the necessary "gateways".

11.  Ashton and E.Com agree to enter into reciprocal and mutually satisfactory
confidentiality agreements with respect to each of the their technologies and
business plans.

12.  This memorandum of understanding provides an outline of a preliminary
business understanding which will be formalized in a contract following further
business discussions between the parties and due diligence.


/s/ William F. Stevens                        /s/ Fredric W. Rittereiser
E.Com International
October 31, 1997

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