STOCK PURCHASE AGREEMENT


         AGREEMENT,  effective as of the 1st day of November, 1997, by and among
         THE ASHTON TECHNOLOGY GROUP, INC., a Delaware corporation  ("Ashton" or
         "Seller"),  GEORGE H. MILLIGAN AND SUSANNE L. CAVADEAS,  AS TRUSTEES OF
         THE TRUST CREATED BY THE COMPUTER SCIENCE  INNOVATIONS,  INC. LEVERAGED
         ESOP  ("CSI  Leveraged  ESOP" or  "Purchaser"),  and  COMPUTER  SCIENCE
         INNOVATIONS, INC., a Florida corporation (the "Company").

         WHEREAS,  Seller owns two million eight hundred forty-one  thousand one
         hundred  forty-four  (2,841,144)  shares,  which  sum,  as of the  date
         hereof,  represents  83.18%  of  the  total  outstanding  stock  of the
         Company; and

         WHEREAS, pursuant to the terms and conditions hereof, Seller desires to
         sell and Purchaser  desires to acquire all of the outstanding  stock of
         the  Company   owned  by  Seller  for  the   consideration   set  forth
         hereinafter.

         NOW,  THEREFORE,   in  consideration  of  the  mutual  representations,
         warranties and covenants  contained herein, and intending to be legally
         bound hereby, the parties hereto agree as follows:

1.       Purchase and Sale of the Company Stock.

         At the Closing (as defined in Section 4), Seller shall convey,  assign,
         transfer  and deliver to  Purchaser  all of Seller's  right,  title and
         interests in and to all of the issued and  outstanding  shares of stock
         of the Company  owned by Seller as shown in Exhibit "A" (the  "Stock").
         Such sale shall be effected  by the  delivery  of  certificates  and/or
         stock  endorsed in blank or to the order of  Purchaser.  Simultaneously
         therewith, Purchaser shall deliver to Seller the consideration provided
         for in paragraph 2 hereof.

2.       Purchase Price.

         In consideration for the Company Stock, Purchaser shall pay to Seller a
         total purchase price of One Million Seven Hundred Twenty-Three Thousand
         Dollars ($1,723,000) (Purchase Price"), as follows:

         (A) Purchaser shall pay and shall deliver to the Seller at Closing,  by
         wire transfer to an account specified by Seller in writing,  the amount
         of  One  Million  One  Hundred  Twenty-Eight   Thousand  Eight  Hundred
         Seventy-Five Dollars ($1,128,875).

         (B) At the Closing,  Purchaser  shall  execute and deliver a promissory
         note,  ("Promissory  Note"), in the amount of Five Hundred  Ninety-Four
         Thousand  One  Hundred  Twenty-Five  Dollars  ($594,125)  in  the  form
         attached hereto and incorporated herein as Exhibit "B."

3.       Grant of Security Interest.

(A)      Grant

         To secure the Purchaser's prompt, punctual, and faithful performance of
         all of the  Purchaser's  liabilities  as set  forth in  paragraph  2(B)
         herein, the Purchaser hereby grants to the Seller a continuing security
         interest in and to, and  pledges to the  Seller,  pursuant to the Stock
         Pledge   Agreement   (the  "Stock  Pledge   Agreement")   attached  and
         incorporated   herein  by  reference  as  Exhibit  "C",  the  following
         (hereinafter the "Collateral"):

               All rights, title and interest in Nine Hundred Seventy-Nine
               Thousand Six Hundred  Ninety-Three  (979,693) Shares of
               common stock of Computer Science Innovations, Inc. Said
               Collateral  pledged to the Seller  consists only of the
               number  of  shares  of  Company   Stock   purchased  in
               consideration for the Promissory Note.

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

(B)      Duration of Security Interest

         Upon each  repayment of the  principal of the loan, an amount of shares
         of Company  Stock having a value equal to the amount of such  repayment
         shall be  released  from the lien of the  Stock  Pledge  Agreement  and
         delivered to Purchaser,  all as provided therein.  Except as aforesaid,
         the grant of the  security  interest  shall  continue in full force and
         effect until all liabilities of the Promissory Note are paid in full.

(C)      Guarantee

         As additional security to secure the Purchaser's prompt,  punctual, and
         faithful  performance  herein,  the Company  agrees to guarantee to the
         Seller the performance  and prompt payment to the Seller,  when due, of
         every obligation that Purchaser is or shall become liable to the Seller
         for, in connection  with this Agreement or the Promissory  Note between
         Seller  and  Purchaser  of  even  date  herewith.  The  Guarantee  (the
         "Guarantee")  shall be in the form  attached  hereto  and  incorporated
         herein as Exhibit "E."

4.       Closing; Effective Date.

         The  closing  of this  transaction  ("Closing")  shall take place on or
         before November 1, 1997, at the office of Reinman & Wattwood,  P.A., in
         Melbourne,  Florida,  or at such other  place and time as may be agreed
         upon by the  parties  hereto  ("Closing  Date").  The  transfer  of the
         Company  Stock and the control of the  Company  shall be deemed to have
         taken place Closing (the "Effective Date").

5.       Representations and Warranties of Seller.

         The Seller hereby  represents  and warrants to Purchaser that as of the
         date hereof and as of the Effective Date:

(A)      Authorization.

         Seller has all  necessary  corporate  power and authority to enter into
         this Agreement, the Stock Pledge Agreement,,  the Escrow Agreement, the
         Subordination   Agreement  and  the   Indemnification   Agreement  (the
         "Indemnification  Agreement"),  of even date herewith, with the Company
         (collectively,  the "Seller  Agreements")  and has taken all  corporate
         action  necessary to authorize  the execution and delivery of each such
         agreement  and to perform its  obligations  under each such  Agreement.
         This Agreement has been duly executed and delivered by Seller.

(B)      The Stock.

         Seller owns of record and  beneficially  all of the Company  Stock free
         and clear of all liens, claims or encumbrances,  other than the lien of
         the Company under that certain  Stock Pledge  Agreement of February 18,
         1997 (the  "Existing  Pledge  Agreement") by and between Seiler and the
         Company, including, without limitation, any agreement, understanding or
         restriction affecting the voting rights or other incidents of record or
         beneficial  ownership  pertaining to the Company Stock.  Except for the
         Existing Pledge Agreement, there are no restrictions upon the voting or
         transfer of any shares of the Company  Stock  pursuant to  agreement or
         other  instrument to which the Seller is a party or by which the Seller
         is bound.  Upon  consummation of the transactions  contemplated by this
         Agreement,  including the, release of the lien of the Company under the
         Existing Pledge Agreement as provided in Section 9 hereof,  which shall
         be deemed to occur  simultaneously  with the sale of the Company  Stock
         hereunder,  Seller will sell to Purchaser the Company  Stock,  free and
         clear of all liens including the lien of the Company under the Existing
         Pledge Agreement.

(C)      Enforceability.

         Assuming the due execution and delivery of the Seller Agreements by the
         other  parties  thereto,  each Seller  Agreement is a legal,  valid and
         binding obligation of Seller,  enforceable against Seller in accordance
         with its terms.

(D)      No Conflict or Violation.

         None of the  execution  and  delivery  of this  Agreement  or any other
         Seller Agreement nor the consummation of the transactions  contemplated
         hereby or thereby will result in (a) a violation of or a conflict  with
         any provision of the Certificate of  Incorporation or Bylaws of Seller,
         (b) a breach of, a default under, or a right to accelerate with respect
         to,  any  agreement  or  instrument  to which  Seller  is a party or is
         subject or by which  Seller or its  assets  are  bound,  other than the
         Existing Pledge Agreement, or (c) a violation by Seller of any statute,
         rule, regulation,  ordinance,  code, order, judgment, writ, injunction,
         decree or award.

(F)      Consents and Approvals.

         No consent, approval,  authorization or other action by, or filing with
         or notification to, any  governmental or regulatory  authority or other
         third party is required to be made or obtained by Seller on or prior to
         the  Closing  Date in  connection  with  the  execution,  delivery  and
         performance of or any other Seller  Agreement and the  consummation  of
         the transactions  contemplated hereby or thereby other than the consent
         of the Company under the Existing Pledge Agreement.

(F)      No Broker or Finder.

         No  broker's,  finder's or any similar fee shall be incurred  by, or on
         behalf of, Seller in connection with the origin, negotiation, execution
         or  performance  of this  Agreement  or the  transactions  contemplated
         hereby.

(G)      Survival.

         All representations and Warranties of Seller shall survive the Closing.

6.       Representations and Warranties of Purchaser.

         The Purchaser  hereby  represents and warrants to Seller that as of the
         date hereof and as of the Effective Date:

(A)      Organization.

         Purchaser  is an Employee  Stock  Ownership  Plan within the meaning of
         Section  4975(c)(7)  of the Internal  Revenue Code of 1986,  as amended
         (the "Code"),  and is duty  organized and existing and in good standing
         under the laws of the State of Florida and under all applicable Federal
         law, rules and regulations, including, but not limited to, the Employee
         Retirement  income  Security  Act of 1974,  and as  amended  ("ERISA").
         Without  limiting the foregoing,  Purchaser is qualified  under Section
         401(a) of the Code and tax-exempt  under Section 501(a) of the Code and
         Purchaser  complies with all requirements of Section  4975(e)(7) of the
         Code, including the applicable provisions of Section 409 of the Code.

(B)      Authorization.

         Purchaser  has all  necessary  power and  authority  to enter into this
         Agreement,  the Promissory  Note, the Stock Pledge  Agreement,  and the
         Escrow Agreement (collectively,  the "Purchaser  Agreements"),  and has
         taken all action  necessary to  authorize  the  execution  and delivery
         hereof and to perform  its  obligations  hereunder  and under each such
         agreement  and  instrument.  This  Agreement has been duly executed and
         delivered by Purchaser.

(C)      Bank Commitment.

         Purchaser has received an official commitment of SunTrust Bank, Central
         Florida, NA. ("Lender"), a true, complete and correct copy of which has
         been  provided  to Seller,  to provide  credit for the  purchase of the
         Stock  hereunder  and  for  other  purposes.  Simultaneously  with  the
         execution  and delivery of this  Agreement,  Purchaser is entering into
         that certain Loan Modification Agreement,  dated as of November 1, 1997
         (together with the agreements,  documents and  instruments  referred to
         therein,  the "Credit  Agreement"),  with Lender, a true,  complete and
         correct copy of which also has been  provided to Seller,  setting forth
         the definitive terms of such credit.  Such credit,  together with other
         funds available to Purchaser, will be sufficient to enable Purchaser to
         purchase the Stock and to perform its other obligations hereunder.

(D)      Enforceability.

         Assuming the due execution and delivery of the Purchaser  Agreements by
         the other parties thereto,  each Purchaser  Agreement is a legal, valid
         and binding obligation of Purchaser,  enforceable  against Purchaser in
         accordance with its terms.

(E)      No Conflict or Violation.

         None of the  execution  and  delivery  of this  Agreement  or any other
         Purchaser   Agreement,   nor  the   consummation  of  the  transactions
         contemplated  hereby or thereby  will result in (a) a violation of or a
         conflict  with any  provision of the plan of the Purchaser or its other
         constituent documents,  (b) a breach of, a default under, or a right to
         accelerate  with  respect  to, any  agreement  or  instrument  to which
         Purchaser is a party or is subject or by which  Purchaser or its assets
         are bound,  including without  limitation the Credit  Agreement,  (c) a
         violation by Purchaser of any  statute,  rule,  regulation,  ordinance,
         code, order, judgment, writ, injunction, decree or award.

(F)      Compliance with Code.

         The  purchase  of  the  Stock  by  Purchaser   complies   with  Section
         4975(d)(13) of the Code and all loans made to Purchaser to finance such
         said  purchase  comply  with  Section  4975(d)(3)  of the  Code and the
         regulations issued thereunder.

(G)      Consents and Approvals.

         No consent, approval,  authorization or other action by, or filing with
         or notification to, any  governmental or regulatory  authority or other
         third party is required to be made or obtained by Purchaser on or prior
         to the Closing  Date in  connection  with the  execution,  delivery and
         performance of this Agreement or any other Purchaser  Agreement and the
         consummation of the transactions contemplated hereby or thereby.

(H)      Solvency.

         On the Closing Date,  after giving effect to the  consummation of- t-he
         transactions  contemplated hereunder,  including without limitation the
         issuance  by the  Company  of the  Guaranty  and  the  guaranty  of the
         indebtedness of the Purchaser to Seller, (i) the Company will not have,
         as of such date, an  unreasonably  small amount of working capital with
         which to conduct  its  business,  and (ii) the  Company,  according  to
         Company  projections,  will be able to pay it debts as they mature. For
         purposes of this  Section H, "debt"  means  "liability  on a claim" and
         "claim" means (i) any right to payment,  whether or not such a right is
         reduced  to  judgment,  liquidated,  unliquidated,  fixed,  contingent,
         matured, unmatured,  disputed, undisputed, legal, equitable, secured or
         unsecured,  and (ii) a right  to an  equitable  remedy  for  breach  of
         performance if such breach gives rise to a right to payment, whether or
         not such right to an equitable  remedy is reduced to  judgment,  fixed,
         contingent,  matured or  unmatured,  disputed,  undisputed,  secured or
         unsecured.

(I)      Sufficiency of Tax Deductible Contributions.

         The Company has  previously  provided to Seller a schedule of projected
         earnings,   incorporating   projected   payroll   and   proposed   ESOP
         contributions.  The  tax-deductible  contributions  set  forth  in said
         schedule will be sufficient to enable Purchaser to make all payments of
         principal of and interest on the Promissory  Note and its  indebtedness
         to the Lender as and when the same are due and payable.

(J)      Access to Information; Investment Intent; Restricted Securities.

         Purchaser  is a  sophisticated  investor,  has had the  opportunity  to
         obtain from Seller and the Company such information  regarding  Seller,
         the Company and the Company's business as it has deemed material to the
         purchase of the Company Stock,  and is purchasing the Company Stock for
         its own account  with  investment  intent and not with a view to or for
         resale in connection with any distribution thereof.  Purchaser will not
         offer  or sell  the  Company  Stock  except  in  compliance,  with  the
         Securities Act of 1933, as amended, and any applicable state securities
         laws, or pursuant to exemptions therefrom.

(K)      No Broker or Finder.

         No  broker's,  finder's or any similar fee shall be incurred  by, or on
         behalf  of,  Purchaser  in  connection  with the  origin,  negotiation,
         execution  or  performance  of  this  Agreement  or  the   transactions
         contemplated hereby.

(L)      Survival.

         All  representations  and  warranties  of Purchaser  shall  survive the
         Closing.

7.       Representations and Warranties of Company.

         The Company hereby represents and warrants to Seller and Purchaser that
         as of the date hereof and as of the Effective Date:

(A)      Organization.

         The  Company is a  corporation  duly  organized  and  existing  in good
         standing under the laws of the State of Florida.

(B)      Authorization.

         The Company has all  necessary  corporate  power and authority to enter
         into this  Agreement,  the  Guarantee,  the  Escrow  Agreement  and the
         Indemnification Agreement (collectively,  the "Company Agreements") and
         has taken all action  necessary to authorize the execution and delivery
         of each such  agreement  and to perform its  obligations  hereunder and
         thereunder. Each Company Agreement has been duly executed and delivered
         by the Company.

(C)      Capitalization.

         The issued stock of the Company  consists solely of 3,538,984 shares of
         common stock $.01 par value. Of said sum, 1,459,889 shares are Class A,
         Voting Common, and 2,079,095 shares are Class B, Non-Voting Common. All
         of  the  issued   shares  of  are  validly   issued,   fully  paid  and
         non-assessable.   There  are  no  existing  options,  warrants,  calls,
         preemptive   rights,  or  commitments  of  any  kind  relating  to  the
         authorized and unissued stock of the Company.

(D)      Enforceability.

         Assuming the due  execution  and delivery of the Company  Agreements by
         each of the other parties thereto,  each Company  Agreement is a legal,
         valid and binding  obligation of the Company,  enforceable  against the
         Company in accordance with its terms.

(E)      No Conflict or Violation.

         None of the  execution  and delivery of this  Agreement or any other of
         the  Company  Agreements  nor  the  consummation  of  the  transactions
         contemplated  hereby or thereby  will result in (a) a violation of or a
         conflict  with any provision of the  Certificate  of  Incorporation  or
         Bylaws, (b) a breach of, a default under, or a right to accelerate with
         respect to, any agreement or instrument to which the Company is a party
         or is  subject or by which  Company or its assets are bound,  including
         without limitation,  the guaranty of Purchasers  indebtedness to Lender
         (the "Unlimited Continuing Guaranty Agreement") of even date hereof, or
         (c) a  violation  by the  Company  of any  statute,  rule,  regulation,
         ordinance, code, order, judgment, writ, injunction, decree or award.

(F)      Consents and Approvals.

         No consent, approval,  authorization or other action by, or filing with
         or notification to, any  governmental or regulatory  authority or other
         third  party is  required  to be made or  obtained by the Company on or
         prior to the Closing Date in connection  with the  execution,  delivery
         and  performance of this  Agreement or any other Company  Agreement and
         the  consummation of the transactions  contemplated  hereby or thereby,
         except for the rights of minority shareholders under Florida law, which
         will be timely complied with by November 10, 1997, or sooner.

(G)      No Broker or Finder.

         No  broker's,  finder's or any similar fee shall be incurred  by, or on
         behalf of, the  Company in  connection  with the  origin,  negotiation,
         execution  or  performance  of  this  Agreement  or  the   transactions
         contemplated hereby.

(H)      Survival.

         All  representations  and  warranties  of the Company shall survive the
         Closing.

8.       Covenants of Company.

         Dissenters'  Rights.  Company  agrees to take all actions  necessary to
         provide  notice to all Class A, Voting  common shares that the Articles
         of Incorporation have been amended simultaneously  herewith as required
         by  Florida  Statutes,  Chapter  607.  Additionally,  in the  event any
         holders of Class A,  Voting  Common  shares  exercise  their  dissenter
         rights ("Dissent Rights"), the Company shall take all actions necessary
         to pay the dissenting shareholder the fair value of the shares.

9.       Prior Relationship of Ashton to Company.

         Both  parties  acknowledge  and agree that in  addition  to an existing
         shareholder,  parent-subsidiary  relationship,  Ashton and Company have
         previously   negotiated  and  executed  a  Short-Term  Loan  Agreement,
         Promissory Note, Stock Pledge Agreement and Escrow Agreement, effective
         February 18, 1997 (collectively "Short-Term Loan Documents").

         Ashton agrees to,  simultaneously with the Closing, pay Company the sum
         of Five Hundred  Twenty-Eight  Thousand Eight Hundred and  Seventy-Five
         Dollars  ($528,875) in full  satisfaction of its obligations  under the
         terms of said Short-Term Loan Documents.

         Upon receipt of said sum, the Company  releases and forever  discharges
         Ashton  of its  obligations  under  the  terms of the  Short-Term  Loan
         Documents,  which without any further action by the parties  (including
         the Escrow Agent thereunder) shall be terminated and deemed to be of in
         further force and effect.

         Additionally,  Ashton and  Company  acknowledge  that they are bound by
         that certain Tax Allocation  Agreement ("Tax  Agreement"),  dated March
         27, 1997, attached and incorporated herein by reference as Exhibit "F".
         Ashton and  Company  specifically  agree that  simultaneously  with the
         other  transactions  hereunder,  and  without  further  actions  by the
         parties  thereto,  the Tax  Agreement  shall  be  terminated  as of the
         Effective  Date.  Notwithstanding  the above,  Ashton and Company shall
         comply with and fulfill all of their  obligations  of the Tax Agreement
         related to tax matters occurring on or before the Effective Date.

10.      Conditions Precedent to Closing.

          (A) Seller's  obligations  under  Section 1 hereof shall be subject to
          the fulfillment to Seller's reasonable satisfaction prior to or at the
          Closing of the following conditions:

              (i)  The following  transactions  shall have been  consummated and
         deliveries  shall have been made, in each case in a manner  reasonably
         satisfactory to Seller:

         (a)  Purchaser  shall have paid to Seller the amount  specified in
         Section 2.

         (b)  Purchaser  shall have duly made and  delivered to Seller the
         Promissory Note.

         (c)  Purchaser  shall have duly  executed  and  delivered to this
         Agreement,  the Escrow Agreement,  and the Pledge. Agreement and shall
         have delivered to the Escrow Agent ("Escrow Agent") the Pledged Shares
         (as defined in the Pledge Agreement) together with duly executed stock
         powers.

         (d)  The Company  shall have duly executed and delivered to Seller
         this Agreement,  the Escrow Agreement and the Guarantee and shall have
         returned  to  Seller  the  Existing   Promissory   Note,   marked  and
         acknowledged by the Company to have been "paid in full."

         (e)  Seller shall have  received a  certificate  of an  authorized
         officer of each of Purchaser and the Company,  dated the Closing Date,
         certifying  that the  conditions  specified in this Section 10(A) have
         been fulfilled.

              (ii)   Seller   shall  have   received   an  opinion   reasonably
         satisfactory  to Seller,  dated the Closing Date,  from counsel to the
         Purchaser and the Company, covering the sale of the Company Stock, and
         such  other  matters  thereto  and hereto as Seller  shall  reasonably
         require and otherwise in form and substance (including any limitations
         and qualifications) reasonably satisfactory to Seller and its counsel.

              (iii)  All  proceedings  and  documents  in  connection  with  or
         incidental  to the  sale of the  company  Stock  shall  be  reasonably
         satisfactory to Seller and Seller's  counsel,  and Seller and Seller's
         counsel shall have received all such  counterpart  originals or copies
         of such documents as it or they may reasonably request.

              (iv) The representations and warranties made by each of Purchaser
         and the Company  herein and in the Pledge  Agreement  and the Guaranty
         Agreement  shall be correct in all material  respects at and as of the
         time of the Closing.

              (v) Each of Purchaser and the Company  shall have,  performed all
         of the agreements and complied with all  conditions  contained  herein
         and in the Pledge Agreement and the Guaranty  Agreement,  in each case
         required Eo be  performed  or  complied  with by it prior to or at the
         Closing,  and at the time of the  closing no default  under any of the
         foregoing shall exist.

         (B) Purchaser's  obligations under Section 2 hereof shall be subject to
         the fulfillment to Purchaser's  reasonable  satisfaction prior to or at
         the Closing of the following conditions:

               (i) The following  transactions  shall have been  consummated and
          deliveries  shall have been made, in each case in a manner  reasonably
          satisfactory to Purchaser:

         (a)  Seller, in its role as majority shareholder of Company, shall have
         taken all action  reasonably  proposed or requested by the Company,  to
         convert  all of  Company's  Class B,  Non-Voting  Shares  into Class A,
         Voting Common Shares, on a one basis.

         (b) Seller shall have duly  delivered to Purchaser  the Company  Stock
         together with duly executed stock powers.

          (c) Seller shall have duly  executed and  delivered to Purchaser  this
          Agreement and the Pledge Agreement.

          (d)  Seller  shall  have paid to the  Company  the amount set forth in
          Section 9 hereof.

         (e)  Purchaser  shall have  received  a  certificate  of an  authorized
         officer  of  Seller,  dated  the  Closing  Date,  certifying  that  the
         conditions specified in this Section 10(B) have been fulfilled.

               (ii)  All   proceedings  and  documents  in  connection  with  or
          incidental  to the  sale of the  Company  Stock  shall  be  reasonably
          satisfactory  to Purchaser  and  Purchaser's  counsel,  and Seller and
          Seller's counsel shall have received all such counterpart originals or
          copies of such documents as it or they may reasonably request.

               (iii) The  representations  and warranties  made by Seller herein
          shall be correct in all material respects at and as of the time of the
          Closing.

               (iv)  Seller  shall  have  performed  all of the  agreements  and
          complied with all conditions  contained  herein, in each case required
          to be performed or complied with by it prior to or at the Closing.

11.      Cross Indemnification.

(A)      Indemnification by Purchaser.

         Provided  the  sale of the  Company  Stock  hereunder  is  consummated,
         Purchaser  shah  defend,  indemnify  and hold  harmless  Seller and its
         officers and directors  from and against all losses,  claims,  demands,
         causes of action, suits, deficiencies,  judgments,  debts, liabilities,
         damages and expenses (including  reasonable  attorneys' fees) resulting
         from any misrepresentations,  breaches of warranty or nonfulfillment of
         any  condition  or  obligation  on the  part of  Purchaser  under  this
         Agreement.

(B)      Indemnification by Seller.

         Provided the sale of the Company Stock hereunder is consummated, Seller
         agrees to defend, indemnify and hold harmless Purchaser and the Company
         and the  officers  and  directors  of each of them from and against all
         losses,  claims,  demands,  causes  of  actions,  deficiencies,  suits,
         judgments,   debts,   liabilities,   damages  and  expenses  (including
         reasonable  attorneys'  fees)  resulting  from any  misrepresentations,
         breaches of warranty or  nonfulfillment  of any condition or obligation
         on the part of Seller under this Agreement.

(C)      Indemnification by the Company.

         Provided the sale of the Company Stock  hereunder is  consummated,  the
         Company  agrees to defend,  indemnify and hold  harmless  Purchaser and
         Seller and the officers and  directors of each of them from and against
         all losses, claims,  demands,  causes of action,  deficiencies,  suits,
         judgments,   debts,   liabilities,   damages  and  expenses  (including
         reasonable   attorneys'  fees)  ruling  from  any   misrepresentations,
         breaches of warranty or  nonfulfillment  of any condition or obligation
         on the part of the Company under this Agreement.

12.      Miscellaneous.

(A)      Expenses.

         Purchaser,  Seller  and  Company  shall  each pay  their  own  expenses
         incidental to the  negotiation,  preparation  and  performance  of this
         Agreement and the transactions  contemplated hereunder,  whether or not
         such transactions are consummated.

(B)      Exhibits and Schedules; Entire Agreement.

         All Exhibits and Schedules hereto are incorporated  herein by reference
         and made a part hereof. This Agreement constitutes the entire agreement
         concerning the subject matter hereof.  No modification or waiver hereof
         shall be binding  upon any party  unless in writing and signed by or an
         behalf  of the  party  against  which  the  modification  or  waiver is
         asserted.

(C)      Notices.

         Any notice  hereunder shall be deemed to be duly given if sent by
         prepaid first class registered mail to:

         (i)      Purchaser at:

                  George H. Milligan and Susanne L. Cavadeas,
                  as Trustee of the Trust Created by the
                  Computer Science Innovations, Inc.
                  Leveraged ESOP
                  1235 Evans Road
                  Melbourne, Florida 32904-2314

                  Copy to:

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

         (ii)     Seller at:

                  Ashton Technology Group, Inc.
                  Fredric W. Rittereiser, President and CEO
                  1900 Market Street, Suite 701
                  Philadelphia, Pennsylvania 19103

                  Copy to:

                  Cadwalader, Wickersham & Taft
                  Attention:  Harvey Spear, Esq.
                  100 Maiden Lane
                  New York, New York 10038A

or to such place as any party  wishing to change  its  address  may from time to

time designate in writing.

(D)      Governing Law.

         This Agreement shall be construed under and governed by the laws of the
         State of Florida.

(E)      Successors and Assigns; Other Parties.

         This  Agreement  shall be binding  upon and inure to the benefit of the
         parties hereto and their  respective  successors,  assigns,  heirs, and
         personal  representatives.  Except as specifically  provided  elsewhere
         herein,  nothing herein shall entitle any person other than the parties
         hereto and their  respective  successors,  assigns,  heirs and personal
         representatives,  to any claim, cause of action, remedy or right of any
         kind.

(F)      Further Assurances.

         At any time from time to time  after the  Closing,  the  parties  shall
         execute and deliver such other  instruments  and take such other action
         as  may  be  reasonably   required  to  accomplish   the   transactions
         contemplated by this Agreement.

(G)      Resignations.

         At the Closing,  the Company shall receive the  resignations of all its
         directors effective as of the Closing.

(H)      Counterparts.

         This Agreement may be executed in two or more counterparts,  any or all
         of which shall constitute one and the same agreement.



<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
         executed and delivered as of the date and year first above written.



         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          (Title)


                              GEORGE  H.  MILLIGAN  AND  SUSANNE  L.  CAVADEAS, 
                              AS TRUSTEES  OF  THE  TRUST   CREATED  BY  THE  
                              COMPUTER SCIENCE INNOVATIONS, INC., LEVERAGED ESOP


                              By:              /s/
                                    George H. Milligan, as Trustee


                              By:              /s/
                                    Susanne L. Cavadeas, as Trustee

                                       "CSI Leveraged ESOP" or "Purchaser"


 Attest:                     COMPUTER SCIENCE INNOVATIONS, INC.

   /s/
           (Name)             By:              /s/
           (Title)               George H. Milligan, President
    (SEAL)
                                       "Company"