Exhibit 10.2
                                  ------------

                            STOCK PURCHASE AGREEMENT


     THIS STOCK PURCHASE AGREEMENT (this  "Agreement"),  dated as of January 30,
1997, is by and among THE ASHTON TECHNOLOGY GROUP, INC., a Delaware corporation,
(the  "Company"),  THE DOVER  GROUP,  INC.  ("Dover"),  FREDRIC  W.  RITTEREISER
("Rittereiser") and DAVID N. ROSENSAFT ("Seller").

     WHEREAS,  Dover,  Rittereiser  or his or its designee  ("Buyer")  desire to
purchase from Seller, and Seller desires to sell to Buyer, 750,000 shares of the
issued and  outstanding  common stock of the  Company,  par value $.01 per share
(the "Shares"), for a total purchase price of $2,000,000 (the "Purchase Price"),
upon the terms and subject to the conditions set forth herein; and

     WHEREAS,  the Company desires to grant to Buyer  registration  rights under
the Securities Act of 1933, as amended (the "Securities Act"), to the Shares;

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     1.1  Definitions.  In  addition  to the  terms  defined  elsewhere  in this
Agreement,  the  following  terms  when used in this  Agreement  shall  have the
following respective  meanings,  unless the context clearly indicates otherwise.
All  capitalized  terms not  otherwise  defined  herein  shall have the  meaning
ascribed  to such terms in the  settlement  agreement,  dated as of January  30,
1997,  by and among the  Company,  Rittereiser,  UTTC,  Dover  and  Seller  (the
"Settlement Agreement"):

     "Closing" is defined in Article XIII.

     "Closing Date" is defined in Article XIII.

     "Common  Stock" shall mean the issued and  outstanding  common stock of the
Company, par value $.01 per share.

     "Person"  shall  mean any  individual,  corporation,  partnership,  limited
liability company or partnership,  firm, joint venture, association, joint stock
company, trust, unincorporated organization, governmental entity or other entity
or organization.

     "Securities Act" is defined in the Recital.

     "Shares" is defined in the Recital.

                                   ARTICLE II
                                  SALE OF STOCK

     2.1 Purchase and Sale. (a) On the basis of the representations, warranties,
covenants and  agreements  set forth herein and subject to the  satisfaction  or
waiver of the  conditions  set forth herein,  upon  execution of the  Settlement
Agreement,  Seller  will sell the  Shares to Buyer and Buyer will  purchase  the
Shares from Seller in  consideration  of $2,000,000  payable at the Closing (the
"Stock Purchase"). At the Closing, Seller and the Company (to the extent that it
has any of the Shares in its  possession or control)  shall deliver to Buyer the
stock certificates representing all of the Shares,  accompanied by a stock power
duly  executed in blank and shall take such steps as shall be necessary to cause
the  Company to enter Buyer or any  nominee(s)  upon the books of the Company as
the holder of the Shares and to issue one or more share certificates  evidencing
ownership of the Shares to Buyer or any nominee(s).

     (b) Seller  hereby  agrees that during the period from the execution of the
Settlement  Agreement  through the Closing Date, Seller shall vote the Shares in
any and all stockholder  meetings in the same manner and proportion as all other
shares of Common  Stock are voted with  respect to all  matters,  including  any
proposal  that  relates  to the  operation  or  management  of the  Company  and
proposals to elect or remove directors.

                                   ARTICLE III
                            REQUEST FOR REGISTRATION

     3.1 Request for  Registration.  (a) In case the Company  shall receive from
Buyer a written  request that the Company  register under the Securities Act all
or a part of the  Shares,  the Company  will,  as soon as  practicable,  use its
diligent best efforts to register (including, without limitations, the execution
of an undertaking to file post-effective amendments,  appropriate qualifications
under the applicable  blue sky or other state  securities  laws and  appropriate
compliance  with exemptive  regulations  issued under the Securities Act and any
other  governmental  requirements  or  regulations)  all or such portion of such
Shares as are specified in such  request;  provided,  however,  that the Company
shall not be  obligated  to take any action to register  the Shares  pursuant to
this Section 3.1 after (i) the Company has filed one such registration  pursuant
to this  subparagraph  (a) with the  Securities  and  Exchange  Commission  (the
"Commission")  and such  registration has been declared or ordered  effective or
(ii) December 31, 2001.

     (b)  Subject to the  foregoing  proviso,  the  Company  shall file with the
Commission  a  registration  statement  covering  the  Shares  requested  to  be
registered  as soon as  practical,  but in any event within  ninety days,  after
receipt of the request of Buyer;  provided,  however,  that if the Company shall
furnish to such  Buyer a  certificate  signed by the  president  of the  Company
stating  that in the good faith  judgment of the Board of  Directors it would be
seriously  detrimental to the Company and its stockholders for such registration
statement  to be filed at the date filing  would be required and it is therefore
essential to defer the filing of such registration statement,  the Company shall
have an additional period of not more than ninety days within which to file such
registration statement.

     3.2  Underwriting.  If Buyer  intends to distribute  the Shares  covered by
their request by means of an underwriting, they shall so advise the Company as a
part of their  request  made  pursuant  to Section  3.1.  In such  event,  if so
requested in writing by the Company,  Buyer shall  negotiate with an underwriter
selected  by the  Company  with  regard to the  underwriting  of such  requested
registration;  provided,  however,  that if  Buyer  has  not  agreed  with  such
underwriter  as to the terms and conditions of such  underwriting  within twenty
days  following   commencement  of  such  negotiations,   Buyer  may  select  an
underwriter of his choice. The Company, together with Buyer, shall enter into an
underwriting  agreement in customary form with the  underwriter or  underwriters
selected for such underwriting by the Company or Buyer, as the case may be.

                                   ARTICLE IV
                              COMPANY REGISTRATION

     4.1 Buyer Registration  Rights. If the Company proposes at any time or from
time to time from the date hereof until  December  31, 2001,  to register any of
its  Common  Stock,  either for its own  account  or the  account of a holder or
holders of its Common Stock,  in a registration  statement  under the Securities
Act,  whether or not pursuant to an  underwriting  agreement,  the Company shall
promptly  give written  notice to Buyer of its  intention to register the Common
Stock.  Such written notice shall  include,  without  limitation,  a list of the
jurisdictions in which the Company intends to attempt to qualify such securities
under the applicable  blue sky or other state  securities  laws. Upon receipt of
the  Company's  written  notice,  Buyer  shall have  thirty  days to provide the
Company  with a written  request  specifying  the  total  number of Shares to be
included in such  registration  under the Securities Act. Subject to Section 4.3
below, the Company shall include in such registration statement (and any related
qualification  under  blue sky  laws or  other  compliance  required  under  the
Securities  Act) all the Shares  requested  to be  included  therein;  provided,
however,  that the Company may at any time withdraw or cease proceeding with any
such registration if it shall at the same time withdraw or cease proceeding with
the registration of all the other shares of Common Stock originally  proposed to
be registered.

     4.2  Underwriting.  If Company  decides to register any of its Common Stock
through an underwriter or  underwriters,  Buyer shall (together with the Company
and the other holders distributing their Common Stock through such underwriting)
enter into an  underwriting  agreement in customary form with the underwriter or
underwriters selected for such underwriting by the Company.

     4.3  Priority  of  Registration   Rights.  (a)  Notwithstanding  any  other
provision  of  Section  4.1 or  Section  4.2,  if the  Company  or the  managing
underwriter,  as the case may be,  determines  that marketing  factors require a
limitation on the number of shares of Common Stock to be sold,  then the Company
will be required to include in such  registration  only that number of shares of
Common  Stock  which it  believes  or is so advised  should be  included in such
offering.  The Common  Stock  proposed  by the Company to be sold shall have the
first  priority and all other shares of Common  Stock,  including the Shares and
any  other  shares  of  Common  Stock in which  registration  rights  have  been
requested (the "Selling Shareholders' Shares"), shall be given a second priority
without  preference among the relevant holders.  If less than all of the Selling
Shareholders' Shares are to be registered,  such shares shall be included in the
registration  pro  rata  based  on the  total  number  of  shares  sought  to be
registered other than for issuance by the Company.

     (b) If market conditions force the Company to limit the number of shares of
Common  Stock to be sold,  the  Company  shall so advise  Buyer of the number of
Shares that may be included in the registration  statement at the time of filing
of the  registration  statement.  If Buyer  disapproves of the terms of any such
registration,  he may  elect to  withdraw  therefrom  by  written  notice to the
Company  and the  underwriter,  if any.  Any  portion of the Shares  excluded or
withdrawn from such  registration  shall,  unless Buyer requests  otherwise,  be
included  in such  registration  but shall not be sold in a public  distribution
prior to ninety  days after the  effective  date of the  registration  statement
relating thereto.

                                    ARTICLE V
                            EXPENSES OF REGISTRATION

     5.1 Expenses.  All expenses  incurred in connection with any  registration,
qualification  or  compliance  pursuant to this  Agreement,  including,  without
limitation,  all  registration  and filing fees, fees and expenses of compliance
with  securities  or blue sky laws,  printing  expenses,  messenger and delivery
expenses,  and  fees  and  disbursements  of  counsel  for the  Company  and its
independent certified public accountants,  underwriters (excluding discounts and
commissions), if any, and other persons retained by the Company, shall be shared
pro rata  among the  Company,  Buyer and any other  holders  of shares of Common
Stock whose shares are included in such  registration  statement.  Each party to
such  registration  statement shall pay a percentage of the expenses incurred by
the Company as determined by the number of their shares of Common Stock included
in such  registration  statement divided by the total number of shares of Common
Stock sold pursuant to the registration statement.

                                   ARTICLE VI
                             REGISTRATION PROCEDURES

     6.1 Registration Procedures.  In the case of a registration statement filed
under the  Securities  Act  pursuant to this  Agreement,  the Company  will keep
Buyer, if participating therein, advised in writing as to the initiation of such
registration statement and as to the completion thereof. The Company will:

          (a)  Keep such  registration  statement  pursuant  to  Section  3.1 or
               Section 4.1 effective for a period of 180 days or until Buyer has
               completed  the   distribution   described  in  the   registration
               statement relating thereto, whichever first occurs; and

          (b)  Furnish such number of prospectuses and other documents  incident
               thereto as Buyer from time to time may reasonably request.

                                   ARTICLE VII
                                 INDEMNIFICATION

     7.1  Indemnification  by Buyer.  Buyer  will,  if any of the Shares held by
Buyer are  included  in a  registration  statement  pursuant  to Section  3.1 or
Section 4.1, indemnify the Company,  each of its directors and officers who sign
such  registration  statement,  each  underwriter,  if any,  and each person who
controls  any such  underwriter  of the Shares and each person who  controls the
Company within the meaning of the Securities  Act,  against all claims,  losses,
damages, and liabilities (or actions in respect thereof) arising out of or based
on any untrue  statement  (or  alleged  untrue  statement)  of a  material  fact
contained in any such registration  statement,  prospectus or other document, or
any omission (or alleged  omission) to state therein a material fact required to
be stated  therein or necessary to make the statements  therein not  misleading,
and  will  reimburse  the  Company,  such  directors,   officers,   persons,  or
underwriters, if any, for any legal or any other expenses reasonably incurred in
connection  with  investigating  or  defending  any such  claim,  loss,  damage,
liability,  or action, in each case to the extent, but only to the extent,  that
such untrue  statement  (or alleged  untrue  statement)  or omission (or alleged
omission) is made in such registration  statement,  prospectus or other document
in reliance upon and in conformity with information  furnished to the Company by
Buyer specifically for use therein.

     7.2  Indemnification by Company.  With respect to a registration  statement
filed with the  Commission  pursuant to Section 3.1 or Section  4.1, the Company
will  indemnify  Buyer,  each of Buyer's  officers  and  directors,  each person
controlling  Buyer, each  underwriter,  if any, and each person who controls any
such  underwriter  of the  Shares,  against  all claims,  losses,  damages,  and
liabilities  (or  actions in  respect  thereto)  arising  out of or based on any
untrue  statement (or alleged untrue  statement) of a material fact contained in
any prospectus or other document (including any related registration  statement,
notification or the like) incident to any such  registration  statement or based
on any omission (or alleged  omission) to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
or any violation by the Company of any rule or regulation  promulgated under the
Securities  Act  applicable  to the Company  and  relating to action or inaction
required of the Company in connection with any such  registration  statement and
will  reimburse  Buyer,  each of Buyer's  officers  and  directors,  each person
controlling  Buyer, each  underwriter,  if any, and each person who controls any
such underwriter,  for any legal and any other expenses  reasonably  incurred in
connection  with  investigating  or  defending  any such  claim,  loss,  damage,
liability or action;  provided,  however, that the Company will not be liable in
any such case to the  extent  that any such  claim,  loss,  damage or  liability
arises  out of or is  based on any  untrue  statement  or  omission  based  upon
information  furnished  to  the  Company  by  Buyer  or  underwriter,   if  any,
specifically for use therein.

     7.3 Indemnification Procedure. Each party entitled to indemnification under
this Article 7 (the "Indemnified Party") shall give notice to the party required
to  provide  indemnification  (the  "Indemnifying  Party")  promptly  after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought,  and shall  permit the  Indemnifying  Party to assume the defense of any
such claim or any litigation  resulting therefrom;  provided,  that, counsel for
the  Indemnifying  Party,  who  shall  conduct  the  defense  of such  claim  or
litigation, shall be approved by the Indemnified Party (whose approval shall not
be unreasonably  withheld),  and the  Indemnified  Party may participate in such
defense at such  party's  expense;  provided,  further,  that the failure of any
Indemnified  Party to give  notice as  provided  herein  shall not  relieve  the
Indemnifying  Party of its  obligations  under this  Article 7. No  Indemnifying
Party,  in the defense of any such claim or litigation,  shall,  except with the
consent of each  Indemnified  Party,  consent to entry of any  judgment or enter
into any settlement which does not include as an unconditional  term thereof the
giving by the claimant or plaintiff to such Indemnified  Party of a release from
all liability in respect to such claim or litigation.

                                  ARTICLE VIII
                              INFORMATION BY BUYER

     8.1  Information  by  Buyer.  If any  of the  Shares  are  included  in any
registration  statement  filed with the  Commission  pursuant  to Section 3.1 or
Section 4.1, Buyer shall furnish to the Company such information regarding Buyer
and the distribution proposed by Buyer as the Company may request in writing and
as shall be required in connection with any such registration statement.

                                   ARTICLE IX
                                   ASSIGNMENT

     9.1  Assignment.  Buyer may assign this  Agreement  in its  entirety to any
Person (an  "Assignee")  without the consent of any of the other parties hereto;
provided, however, that the Company is given written notice by Buyer at the time
or within a reasonable time after said transfer, stating the name and address of
said Assignee and identifying the share certificate(s) which are being assigned.
No party other than Buyer may assign any of their respective  rights or delegate
any of their  respective  obligations  under this Agreement to any party without
the  prior  written  consent  of each of the  other  parties  hereto;  provided,
however,  that upon written  notice to the parties  hereto this Agreement may be
assigned  by   operation  of  law  or  pursuant  to  the  laws  of  descent  and
distribution. In the event of any assignment pursuant to this Section 9.1, Dover
and  Rittereiser  shall  guarantee  performance  by  such  assignee  under  this
Agreement.

                                    ARTICLE X
                    REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller hereby represents and warrants to Buyer as follows:

     10.1 Representations and Warranties.  Seller hereby represents and warrants
to Buyer  that  Seller is the  lawful  beneficial  owner of the  Shares  and has
complete and unrestricted right to sell, transfer,  assign and convey the Shares
to  Buyer.  Upon  consummation  of  the  transaction  as  contemplated  by  this
Agreement,  Seller will deliver to Buyer good and marketable title to the Shares
free and clear of any liens,  claims,  charges,  security interests,  options or
other legal or equitable encumbrances.

                                   ARTICLE XI
                     REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer hereby represents and warrants to Seller as follows:

     11.1 Representations and Warranties.  Buyer is purchasing the Shares solely
for the purpose of  investment  and not with a view to  distribution  within the
meaning of the Securities  Act. Buyer  recognizes  that the Shares have not been
and will not be registered  under the  Securities  Act and further  acknowledges
that he has been fully advised as to the applicable  limitations  upon resale of
the Shares,  including the need to hold such Shares indefinitely unless they are
subsequently  registered  under the  Securities  Act or unless an exemption from
such registration is available.

                                   ARTICLE XII
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     12.1 Representations and Warranties.  (a) The Company is a corporation duly
incorporated and validly existing under the laws of the State of Delaware.

     (b) No filing with,  approval by or consent of any governmental  authority,
court regulatory agency or any other person is required in order for the Company
to consummate the transactions contemplated by this Agreement.

                                  ARTICLE XIII
                                     CLOSING

     13.1  Closing.  The  closing  of  the  transactions  contemplated  by  this
Agreement  (the  "Closing")  shall  take place on April 10,  1997 (the  "Closing
Date"), at such time and place as the parties may mutually agree.

                                   ARTICLE XIV
                               CONDITIONS TO CLOSE

     Each  party's  obligation  to  consummate  the  Closing  is  subject to the
satisfaction on or prior to the Closing Date of all of the following conditions:

     14.1 Representations and Warranties.  The representations and warranties of
each party contained in this Agreement shall be true in all material respects on
and as of the Closing Date.

     14.2 No  Injunction.  At the Closing  Date,  there shall be no  injunction,
restraining order or decree of any nature of any court or governmental agency or
body of competent jurisdiction that is in effect that restrains or prohibits the
consummation of the transactions contemplated by this Agreement.

                                   ARTICLE XV
                               GENERAL PROVISIONS

     15.1 Representations and Warranties.  Each party represents and warrants to
the other  parties  that (i) the  execution,  delivery and  performance  of this
Agreement  has  been  duly  authorized  and all  actions  necessary  for the due
execution, delivery and performance of this Agreement have been taken, (ii) this
Agreement  constitutes  the legal,  valid and binding  obligation of the parties
enforceable  against each party in accordance with its terms,  (iii) it has been
represented  by legal counsel of its choosing,  and (iv) this Agreement has been
executed  and  delivered  as its own free act and deed and not as the  result of
duress by any other party hereto. The representations,  warranties and covenants
of the  parties  set forth in this  Agreement  (including,  without  limitation,
Section 10.1, Section 11.1 and Section 12.1) shall survive the Closing.

     15.2  Further  Assurances.  Each  party  agrees  from time to time,  at the
request of any other party,  to execute such documents or ratify such agreements
as may be reasonably necessary to effect the agreements contained herein.

     15.3  Modification.  This Agreement shall not be modified or amended except
by an agreement in writing executed by all parties hereto.

     15.4  Applicable Law. This Agreement shall be governed under the law of the
State of New York without regard to the principles of conflicts of law thereof.

     15.5 Entire Agreement.  This Agreement and the Settlement Agreement contain
the entire and final  agreement  between the parties with respect to the subject
matter hereof,  and no oral statements,  assumptions or representations or prior
written  matter not contained or referred to in this  instrument  shall have any
force or effect.

     15.6  Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall be one and the same instrument.

     15.7  Severability.  If any provision of this Agreement or the  application
thereof to any person or circumstance  shall be invalid or  unenforceable to any
extent,  the remainder of this Agreement and the  application of such provisions
to other  persons or  circumstances  shall not be affected  thereby and shall be
enforced to the greatest extent permitted by law.

     15.8 Headings. The headings used in this Agreement are for convenience only
and shall not be deemed part of the agreements of the parties set forth herein.

     15.9 Waiver. No consent or waiver,  express or implied,  by any party to or
of any breach or default by another party in performance by the breaching  party
of its  obligations  under this  Agreement  shall be deemed or construed to be a
consent or waiver to or of any breach or default by the  breaching  party in the
performance by such breaching  party of any other  obligations of such breaching
party  under  this  Agreement.  Failure on the part of any party to object to or
complain of any act or failure to act of any of the other  parties or to declare
any of the other parties in default  shall not  constitute a waiver of any right
or remedy or the  ability to object or complain or to declare any default at any
time in the future.

     15.10  Submission to  Jurisdiction.  Any judicial  proceeding  brought with
respect to this  Agreement  must be brought in any United States  District Court
(or if such court lacks jurisdiction,  any state court) sitting in New York, New
York and by execution and delivery of this Agreement,  each signatory hereto (i)
hereby  submits to and accepts,  generally  and  unconditionally,  the exclusive
jurisdiction  of such courts and any related  appellate  court,  and irrevocably
agrees to be bound by any  judgment  rendered  thereby in  connection  with this
Agreement and (ii) irrevocably waives any objection it may now or hereafter have
as to the venue of any such suit,  action or proceeding  brought in such a court
or that such court is an inconvenient forum.

     15.11 No Broker.  Each of the parties  represents  that no broker or finder
has  been  employed  by  either  of them in  connection  with  the  transactions
contemplated by this Agreement.

     15.12 Expenses.  Whether the Closing does or does not occur,  all legal and
other costs and expenses  incurred in  connection  with this  Agreement  and the
transactions contemplated hereby shall be paid by the party incurring such costs
and expenses.

     15.13  Notices.  All notices or requests  hereunder  shall be  sufficiently
given for all purposes  hereunder if in writing and  delivered  personally or by
documented  overnight  delivery  service or, to the extent receipt is confirmed,
telecopy,  telefax or other electronic  transmission  service to the appropriate
address or number as set forth below. Notices to Seller shall be addressed to:

                  David N. Rosensaft
                  215 East 68th Street, Suite 12-O
                  New York, New York 10021

                  with a copy to:

                  Thomas Campbell, Esq.
                  Smith Campbell & Paduano
                  150 East 58th Street
                  New York, New York  10155
                  Tel:  (212) 754-4242
                  Fax:  (212) 754-4399

or at such other address and to the attention of such other person as Seller may
designate by written notice to the other parties hereto.  Notices to the Company
shall be addressed to:

                  Universal Trading Technologies Corporation
                  1900 Market Street, Suite 701
                  Philadelphia, PA  19103-0012
                  Attn:  Robert A. Eprile
                  Tel:  (215) 988-3400
                  Fax:  (215) 636-3560

                  with a copy to:

                  Cadwalader, Wickersham & Taft
                  100 Maiden Lane
                  New York, New York  10038
                  Attn:  Harvey M. Spear
                  Tel:  (212) 504-6000
                  Fax:  (212) 504-6666

or at such  other  address  and to the  attention  of such  other  person as the
Company may designate by written notice to the other parties hereto.  Notices to
Buyer shall be addressed to:

                  The Dover Group, Inc.
                  17 Route 37 East
                  Toms River, NJ  08753
                  Attn:  Fredric W. Rittereiser
                  Tel:  (908) 505-9300
                  Fax:  (908) 505-8540

or at such other  address and to the attention of such other person as Buyer may
designate by written notice to the other parties hereto.

     15.14 Time is of the Essence.  Time is of the essence of this Agreement and
every provision hereof.

<PAGE>



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




                           THE ASHTON TECHNOLOGY GROUP, INC.

                           By:   /s/     Fredric W. Rittereiser
                                 ------------------------------
                                 Name:   Fredric W. Rittereiser
                                 Title:  President




                           THE DOVER GROUP, INC.

                           By:   /s/     Fredric W. Rittereiser
                                 ------------------------------
                                 Name:   Fredric W. Rittereiser
                                 Title:  Chairman


                           FREDRIC W. RITTEREISER

                           /s/ Fredric W. Rittereiser
                           --------------------------


                           DAVID N. ROSENSAFT

                           /s/ David W. Rosensaft
                           --------------------------