Fred S. Weingard Employment Contract

                                             
                   UNIVERSAL TRADING TECHNOLOGIES CORPORATION
                         124 West 60th Street, Suite 18D
                               New York, NY 10023
                                 (212) 262-2383



June 21, 1996


Mr. Fred S. Weingard
12907 Chalkstone Court
Fairfax, VA  22030

RE: Offer of Employment

Dear Fred:

In  accordance  with  out  prior  discussions,  Universal  Trading  Technologies
Corporation  (UTTC)  makes this offer of  employment  to you as  Executive  Vice
President of Technology and Advance Programs, subject to the following terms and
conditions of this letter Agreement.

UTTC's  obligations  to you under this Letter  Agreement  are  guaranteed by The
Ashton Technology Group, Inc. (Ashton).  Ashton also agrees to grant you options
for its  stock,  subject to the terms and  conditions  set forth  below.  Ashton
therefore joins in this Letter Agreement.

For this Letter Agreement, "Ashton" shall mean Ashton Technology Group, Inc. and
all of its subsidiaries.

1.0      Term of Offer:

               This offer expires on June 21, 1996.

2.0      Acceptance of Offer:

               You may  accept  this  offer by dating and  signing  this  Letter
               Agreement  and mailing or faxing the signed  Letter  Agreement to
               UTTC by the expiration date (with the signed original to follow).

3.0      Guarantee of Obligations:

               All obligations to you from UTTC under this Letter  Agreement are
               guaranteed by Ashton.

4.0      Term of Employment:

               The term of your  employment is three years  beginning on July 8,
               1996 and ending on July 7, 1999,  unless terminated  earlier,  as
               provided in paragraph 11.0 below (the "Term").

5.0      Employment Position and Responsibilities:

               5.1  You will be  employed  in the  position  of  Executive  Vice
                    President  of  Technology  and  Advance  Programs,  and  not
                    demoted during the Term.

               5.2  You shall be  responsible  for  management of the Technology
                    Programs of UTTC.  This position shall involve  coordination
                    with  the   management   of  Ashton   and   Ashton's   other
                    subsidiaries,  particularly in the formulation of Technology
                    Programs and the  marketing/selling  of Ashton/UTTC products
                    and services.

               5.3  Your immediate supervisor shall be the Chairman of the Board
                    of UTTC, who shall approve UTTC's major Technology Programs,
                    and  coordinate  your  activities  with  the  UTTC  Board of
                    Directors.

               5.4  All project heads of Technology  Programs undertaken by UTTC
                    shall report  directly to you. You shall be responsible  for
                    all  technical  recruiting,   hiring  and  firing  of  those
                    individuals   whom   report  to  you  or  are  within   your
                    organization.

6.0      Compensation and Benefits

               6.1  Your base salary during the Term is guaranteed to be no less
                    than $185,000 per year. Payment of salary shall be biweekly.

               6.2  On each  anniversary of your start of employment  with UTTC,
                    your base salary shall be reviewed by the Board of Directors
                    of UTTC, to determine any increase in salary,  based on your
                    individual  performance and the overall performance of UTTC.
                    In no event shall your base  salary be reduced.  No guaranty
                    is made of any particular salary increase, as a result of an
                    annual salary review.

               6.3  In  addition  to  your  base  salary,  you  shall  be paid a
                    semi-annual  bonus every six months  after the start date of
                    you  employment  (that is on the next payroll date following
                    January  8 and July 5 of each  year).  Your  bonus  shall be
                    based  on  your  individual   performance  and  the  overall
                    performance of UTTC. Your semi-annual bonus is guaranteed to
                    be no less than  $40,000  (for a total  bonus per year of no
                    less than $80,000).

               6.4  UTTC and Ashton are  contemplating  adoption of an Incentive
                    Compensation  Program for UTTC and Ashton  management.  When
                    this  Program  is  adopted,  during  the  Term  you  will be
                    entitled to participate  in any such incentive  Compensation
                    Program on a basis no less favorable  than other  equivalent
                    UTTC or Ashton managers  participating in the Program.  Such
                    participation  would  be in lieu  of the  salary  and  bonus
                    agreements  set  forth  herein,  and  accordingly  would  be
                    conditioned  on your  entering  (at your  election)  into an
                    amendment to this Letter  Agreement  to  terminate  any such
                    salary and bonus agreements;  but your compensation shall be
                    no less than this Agreement specifies.

               6.5  UTTC  and  Ashton  are  each  contemplating  adoption  of  a
                    Retirement Program. During the term, you will be entitled to
                    participate in any such Retirement Plan covering  members of
                    UTTC and Ashton management on a basis no less favorable than
                    other  equivalent UTTC or Ashton managers  participating  in
                    the Program.  Upon  participation in the Program you will be
                    fully vested without the  requirement  of any  qualification
                    period for vesting.

               6.6  In  addition  to your  base  salary,  bonus,  and  Incentive
                    Compensation  Program,  and Retirement  Program,  during the
                    Term, you shall be entitled to participate with all officers
                    of UTTC and Ashton in the standard fringe  benefits  package
                    made  available   generally  to  the  executive   management
                    employees  of  UTTC  and  Ashton,  as such  benefits  may be
                    determined  from time to time by the Board of  Directors  of
                    UTTC and Ashton or other  responsible  officers  of UTTC and
                    Ashton.  Presently,   these  benefits  are  administered  by
                    Administaff. A brochure of these benefits is attached.

               6.7  UTTC agrees to your previously  scheduled  vacation  planned
                    for July 29 to August 9, 1996.

7.0      Relocations Allowance:

               7.1  Your  principal  place  of  employment   under  this  Letter
                    Agreement   shall   be  at   UTTC's   offices   located   in
                    Philadelphia,  PA.  In  addition,  your  presence  shall  be
                    required  at the  offices  of Ashton  (currently  located in
                    Columbia,  MD), as well as at the offices of Ashton's  other
                    subsidiaries,   clients,  and  potential  clients.  You  are
                    responsible  for relocating  from your present  residence in
                    Fairfax,  VA,  to the  Philadelphia  area to  enable  you to
                    reasonably perform your duties under this Letter Agreement.

               7.2  In lieu of  reimbursement  of  actual  relocation  expenses,
                    based  on proof  of  payment,  or  payment  to  cover  other
                    expenses  which  may be  difficult  to  calculate  (such  as
                    "buydown"  of  your  present  home  to  enable  you to  sell
                    quickly),  UTTC shall pay you a lump sum relocation  payment
                    of $100,000 payable as follows:

                    Upon acceptance of this Letter Agreement: $50,000, and;

                    On September 15, 1996 or execution of a binding contract for
                    purchase of a new residence: $50,000.

               7.3  The relocation of payments made under this  paragraph  shall
                    be due and owing,  regardless  of the duration of employment
                    or the  reason  that  employment  ends.  You  shall  have no
                    obligation to return the  relocation  payments to UTTC under
                    any  circumstances,  if you are  terminated  by UTTC. In the
                    event you  voluntarily  leave  UTTC  prior to the end of the
                    term of this Letter  Agreement,  you shall repay to UTTC the
                    following relocation payments (but in no event more than the
                    amount of  relocation  monies  actually paid to you prior to
                    the date of termination):

                    If   termination  is  before  you  have  sold  your  present
                    residence  and before  you have  purchased  a new  residence
                    $100,000

                    If termination is after you have sold your present residence
                    and before you have purchased a new residence

                         $50,000  if  you  have  received  $100,000

                         $0 if you have received $50,000

                    If   Termination  is  before  you  have  sold  your  present
                    residence and after you have purchased a new residence

                         $50,000 if you have received  $100,000

                         $0 if received if you $50,000

                    If termination is after you have sold your present residence
                    and after you have purchased a new residence $0

                    Sale or Purchase shall constitute  signing a binding written
                    contract.

8.0      Commuting

               8.1  It is expected  that during the period July 8, 1996  through
                    September 15, 1996, you will average no more than three days
                    per week which require your presence in either Philadelphia,
                    PA  or  Columbia,  MD.  During  this  period  of  relocating
                    transition,   when  your   presence   is  not   required  in
                    Philadelphia,  PA or Columbia, MD, you shall be permitted to
                    perform your employment tasks at other locations,  which are
                    convenient  for  you.  By  September  15,  1996,  you  shall
                    commence  full-time work at Philadelphia,  PA and shall have
                    made  appropriate  living  arrangements in the  Philadelphia
                    Metropolitan   area  to  permit   ready   access  to  UTTC's
                    Philadelphia office.

               8.2  During the period July 8, 1996 through  September  15, 1996,
                    you shall be entitled to reimbursement of actual, documented
                    out-of-pocket   commuting   costs   from   Fairfax,   VA  to
                    Philadelphia,  PA or Columbia,  MD  consisting  of air fare,
                    train fare, or auto mileage plus overnight accommodations in
                    Philadelphia  or Columbia.  Reimbursement  of such  expenses
                    will be subject to review and approval by UTTC of reasonable
                    documentation therefor.

9.0      Stock Options and Rights:

               9.1  Effective  July 8,  1996,  you shall be granted a three year
                    option for 250,000  shares of UTTC Common Stock at an option
                    price of $1.50 per share.

               9.2  You will receive a Stock Option for 100,000 shares of Ashton
                    Stock.  The price of the stock shall be the public  price on
                    the close of the date of the  signing  of the  option  grant
                    (which is the date of the signing of this Letter Agreement).
                    The Stock  Option shall be for ten years which shall vest 20
                    percent  after the  completion  of each of the first two (2)
                    years of the Term (March 31, 1997 and March 31, 1998) and an
                    additional 60 percent after  completion of the third year of
                    the term (march 31, 1999).  A separate  written Stock Option
                    document will be provided to you.

10.0     Errors and Omissions Insurance:

                    During the term of your employment, UTTC shall have in force
                    and effect (at its own cost) Officer's  Errors and Omissions
                    Insurance,  which  shall  include you as an  incurred,  with
                    coverage in such amounts as may be deemed appropriate by the
                    UTTC Board of Directors. The current policy of UTTC includes
                    $5,000,000 coverages, with no deductible.

11.0     Termination:

               11.1 Your   employment   under  this  Letter   Agreement  may  be
                    terminated  by UTTC  or you at any  time,  with  or  without
                    cause.

               11.2 In the event of termination by UTTC,  with or without cause,
                    UTTC shall pay to you one month's base salary for each whole
                    or partial six month period of employment  under this Letter
                    Agreement,   which  remains  of  your  three  year  term  of
                    employment  at the time of the  notice of  termination.  For
                    example,  if you are terminated  four months after the start
                    of your  employment,  there  remains  one  partial six month
                    period  and five full six month  periods  of your three year
                    term of employment.  Your termination  payment would then be
                    six months of base salary.

               11.3 In the event of termination by UTTC (with or without cause),
                    you shall be entitled  to a prorata  share of what your next
                    six  months'  semi-annual  bonus based on the number of days
                    prior to such  termination  of  employment  included in such
                    six-month period.

               11.4 The termination of your  employment  prior to the end of the
                    term (by either  UTTC or you,  and  whether  with or without
                    cause) shall not cause  forfeiture  of any stock  options or
                    stock rights which you have under this Letter Agreement,  or
                    any  UTTC  or  Ashton   Stock   Plan  in  which  you  are  a
                    participant.

               11.5 As used in this Letter  Agreement,  "Cause" shall mean (a) a
                    refusal to perform  Employee's  lawful duties;  (b) material
                    breach  of this  Agreement;  (c)  material  misconduct;  (d)
                    material failure to follow Ashton's policies, directives, or
                    orders  applicable to Ashton  employees  holding  comparable
                    positions;  (e)  intentional  destruction or theft of Ashton
                    property  or  falsifications   of  Ashton   documents;   (f)
                    conviction  of  a  felony  or  any  crime   involving  moral
                    turpitude; or (g) violation of the Ashton Code of Conduct.

12.0     Disclosure of Confidential Information.

                    During and following  your  employment at UTTC,  without the
                    written  approval of UTTC,  you agree not to disclose or use
                    any  Confidential  Information  of  Ashton,  other  than  in
                    connection  with  authorized  activities  conducted  in  the
                    course of your employment at UTTC.

13.0     Non-competition.

                    If your  employment with UTTC is terminated for Cause or you
                    voluntarily  terminate  your  employment,  you  agree not to
                    engage  directly  or  indirectly  in any of the  conduct set
                    forth in subparagraphs  13.1 through 13.3 below for a period
                    of one year following your termination of employment:

                    13.1 Hire,  attempt  to hire or assist  any other  person in
                         hiring or  attempting  to hire any  employee of Ashton,
                         any  person  who  was an  Ashton  employee  within  the
                         6-month  period  prior  to  the   termination  of  your
                         employment,  or any affiliated  personnel of Ashton who
                         performed  services  for Ashton in the  6-month  period
                         prior to the termination of your employment.

                    13.2 Solicit the business of either (i) any Ashton  customer
                         to whom  you  rendered  services  during  the  12-month
                         period  prior  to your  termination  of  employment  (a
                         "Specific  Customer");  or (ii) any  person  or  entity
                         whose  business  you  solicited  by  multiple  personal
                         contacts  during  the  6-month  period  prior  to  your
                         termination (a "Specific Contact"); or

                    13.3 Participate  in any activity for any Specific  Customer
                         or  Contract  which  is the  same  as or  substantially
                         similar to those  activities  which you  performed  for
                         such Specific  Customer or proposed to perform for such
                         Specific  Contact,  unless  to do so  would  not have a
                         material  adverse  effect  on  the  business  conducted
                         between  Ashton and such Specific  Customer or Specific
                         Contact.

                    Without  affecting or limiting  any other  remedies to which
                    Ashton might be entitled, in the event you violate Paragraph
                    13.3,  you will pay to Ashton an amount  equal to 25% of the
                    gross  fees/revenue  generated from any Specific Customer or
                    Specific Contact for any engagement and/or services provided
                    as  a  result  of  an   engagement   during  the  period  of
                    restriction on your activities.

14.      Development of Methodologies.

                    During the course of your employment with UTTC, you may work
                    on or be a part  of the  development  of  non-public  domain
                    management consulting methodologies,  technologies, tools or
                    other systems for Ashton.  You understand and agree that any
                    and all non-public domain methodologies, technologies, tools
                    and  other   systems   developed   by  employees  of  Ashton
                    (including  non-public domain  methodologies,  technologies,
                    tools and other systems developed by you for Ashton) and the
                    methodologies,  technologies,  tools and other  systems  and
                    business  information of Ashton,  shall be, and remain,  the
                    sole and  absolute  property  of Ashton,  and that you shall
                    acquire no rights to any of these.

15.      Assignment of Inventions and Copyrights.

                    In further consideration of your employment with Ashton, you
                    agree that any and all copyrights, inventions, improvements,
                    discoveries,  processes,  methodologies,  tools  or  systems
                    authored,  developed  and  discovered by you during and as a
                    result  of  your  employment  with  Ashton  shall  be  fully
                    disclosed  to the  officer  in charge  of Ashton  Management
                    Consulting  Services,  and the  same  shall  be the sole and
                    absolute property of Ashton; and upon the request of Ashton,
                    you shall execute,  acknowledge and deliver such assignments
                    and other  documents  as Ashton may  consider  necessary  or
                    appropriate to vest all rights, titles and interests therein
                    to Ashton.  You further agree that Ashton during the term of
                    this  Agreement  may,  with your  written  permission  (such
                    permission not to be  unreasonably  withheld) use your image
                    as appropriate in the conduct of its business.

                    The Advanced Pattern  Recognition  Technology that you refer
                    to as  the  "Star  Algorithm,"  invented  by  you  prior  to
                    employment  by  UTTC,   and  which  is  based  on  a  cohort
                    clustering technique and dual-threaded normalization,  shall
                    not be subject to any form of  assignment  (as  described in
                    this section).

16.0     Exclusive Service.

                    You agree to devote  your full time and best  efforts to the
                    performance of your employment  under this Agreement.  While
                    employed  by  Ashton,  you  agree not to engage in any other
                    employment or business  venture without the prior consent of
                    Ashton,  unless to do so would in no way affect or  conflict
                    with the performance of your duties for Ashton.

                    Continued   development   and   enhancement   of  the  "Star
                    Algorithm"  (described  in  section  15  above)  on your own
                    personal  time shall be deemed a  personal-use-only  venture
                    and  shall  not in any  way  be  deemed  a  breach  of  this
                    exclusive service clause. Furthermore,  such enhancement and
                    development  shall not be subject to any form of  assignment
                    as described in section 15 above.

17.0     Drug Testing.

                    You understand and agree that, from time to time, you may be
                    tested to detect the  presence  or  absence  of any  illegal
                    drugs or controlled  substances  and that the results of any
                    such tests shall be released to Ashton.

18.      Monies Owed to Ashton.

                    Upon the  separation  of your  employment  from Ashton,  you
                    agree to authorize Ashton to deduct from your final wages or
                    other monies due to you any debts or  financial  obligations
                    owned to Ashton by you  except  written  loans  which do not
                    require acceleration on termination.

19.      Arbitration.

                    You agree that any  controversy  or dispute  between you and
                    Ashton relating to or arising out of the termination of your
                    employment   (other  than  disputes   regarding  an  alleged
                    violation  of  paragraphs  12, 13, or 15) shall be fully and
                    finally resolved pursuant to standard Dispute Resolution and
                    Arbitration Procedures.

20.      Remedies.

                    You  understand  and agree that Ashton  will be  irreparably
                    damaged in the event that the  provisions of paragraphs  12,
                    13, or 15 of this  Agreement  are  violated.  You agree that
                    Ashton shall be entitled to (in addition to any other remedy
                    to  which it may be  entitled,  at law or in  equity)  to an
                    injunction to redress  breaches of paragraphs  12, 13, or 15
                    of this Agreement and to specifically  enforce the terms and
                    provisions thereof.

21.      Separability.

                    Each provision of this Agreement will be interpreted in such
                    a manner as to be effective and valid under  applicable law,
                    but if  any  provision  of  this  Agreement  is  held  to be
                    prohibited  by  or  invalid  under   applicable   law,  such
                    provisions, to the extent of such prohibition or invalidity,
                    shall be deemed not to be part of this Agreement,  and shall
                    not  invalidate  the  remainder  of  such  provision  or the
                    remaining provisions of this Agreement.

22.      Governing Law.

                    Any action or proceeding  arising out of or relating to this
                    Agreement  may  be  commenced  in  any  court  of  competent
                    jurisdiction in Howard County, Maryland, or Federal Court in
                    the  District  of  Maryland,  and shall be  governed  by and
                    interpreted  under the laws of Maryland,  except for actions
                    or  proceedings  arising  out of the alleged  violations  of
                    paragraph  13,  which shall be  governed by and  interpreted
                    under the laws of the state in which  Employee  had  his/her
                    principal  Ashton  office  at the time of  termination  from
                    employment.

23.      Amendments.

                    This  Agreement  may not be  modified  or amended  except by
                    written  instrument   executed  by  you  and  an  authorized
                    corporate officer of UTTC.

24.      Entire Agreement.

                    This Agreement  constitutes the parties'  entire  agreement,
                    and  supersedes  and  prevails  over  all  other  prior,  or
                    contemporaneous,      agreements,      understandings     or
                    representations  by or between the parties,  whether oral or
                    written, with respect to the subject matters herein.



<PAGE>



               IN WITNESS  WHEREOF,  all parties have executed this Agreement to
be effective as of the Effective Date set forth below:

EFFECTIVE DATE                                         June 21, 1996

                                                       Fred S. Weingard
                                                       ----------------
                                                       [Employee Name]


                                                       /s/ Fred S. Weingard
                                                       --------------------
                                                       [Signature]



UNIVERSAL TRADING TECHNOLOGIES
CORPORATION


By:    /s/ Robert A. Eprile
       ---------------------
       Robert Eprile
       President and CEO



ASHTON TECHNOLOGY GROUP, INC.


By:    /s/ Raymond T. Tate
       ---------------------
       Raymond T. Tate
       President and CEO


By:    /s/ John A. Blohm
       ---------------------
       John A. Blohm
       Executive Vice-President



<PAGE>


                                                   

                        ADDENDUM TO EMPLOYMENT AGREEMENT
                               OF FRED S. WEINGARD

This addendum amends the Letter  Employment  Agreement (the "Letter  Agreement")
dated June 21, 1996 between Universal Trading  Technologies  Corporation (UTTC),
Ashton  Technology Group,  Inc.  (Ashton) and Fred S. Weingard  (Employee).  The
parties agree as follows:

     1.   Delete  Paragraph  9.1 of the  Letter  Agreement  and  substitute  the
          following:

          Effective  July 8, 1996,  you shall be granted a five year  option for
          250,000  shares of UTTC Common  Stock at an option  price of 51.50 per
          share. The option may not be exercised in whole or in part before July
          8, 1998, unless (1) UTTC files a registration statement for an initial
          public offering or (2) majority control of UTTC is acquired by someone
          other than Ashton,  prior to July 8, 1998.  In the event that the UTTC
          Option is exercised the Certificate  representing the shares of Common
          Stock of UTTC shall contain an appropriate restricted legend under the
          Securities Act of 1933, as amended.

     2.   In Paragraph 9.2 change the date March 31, 1997 to June 21, 1997.  Add
          the following  sentence to the end of the paragraph:  The Ashton Board
          will file an S-8  Registration  Statement  which shall be effective no
          later than June 21, 1997.

     3.   Renumber the original text of Paragraph  12.0 of the Letter  Agreement
          as 12.1.

     4.   Add as 12.2 the following:

          "Confidential Information" shall mean, for the purposes of this Letter
          Agreement,  information  of any type,  which is owned by UTTC,  at any
          time during the Term, and which is not:

          (i) in the public domain, or

          (ii) disclosed publicly by UTTC or anyone else, or

          (iii)  generally  known  by  those  having  a use  for  such  type  of
          information, or

          (iv) the same or  substantially  the same  information  that is in the
          public domain,  or disclosed  publicly by anyone or generally known by
          those having a use for such type of information.

     5.   Add as 12.3 the following:

          Upon  termination of your employment  under this Letter  Agreement for
          any reason, you shall forthwith deliver to UTTC any and all documents,
          customer  lists,  electronic  media and any other  materials,  and all
          copies thereof,  in your possession or under your control relating to,
          containing,  or derived from Confidential Information (as that term is
          defined in Paragraph 12.2 of this Letter Agreement).

     6.   Add as 13.4 the following:

          Participate  in  any  activity,  in any  manner,  which  involves  the
          development,  or marketing,  or operation of a service  and/or product
          which is in competition with the UTS and/or its successor System.  The
          "UTS and/or its  successor  System"  shall mean,  for purposes of this
          Letter Agreement,  a system of computer generated  pricing,  delivery,
          and execution of securities and/or fungible commodities.

     7.   All provisions of the Letter Agreement which are not expressly amended
          or modified by this Addendum, shall remain unchanged.

Executed this 21st day of June, 1996


                                                       /s/ Fred S. Weingard
                                                       --------------------
                                                       Fred S. Weingard
                                                       Employee


UNIVERSAL TRADING TECHNOLOGIES
CORPORATION


By:    /s/ Robert A. Eprile
       ---------------------
       Robert Eprile
       President and CEO



ASHTON TECHNOLOGY GROUP, INC.


By:    /s/ Raymond T. Tate
       ---------------------
       Raymond T. Tate
       President and CEO


By:    /s/ John A. Blohm
       ---------------------
       John A. Blohm
       President and CEO