EXHIBIT 10.1

                              SETTLEMENT AGREEMENT


     THIS SETTLEMENT AGREEMENT (this "Agreement"), dated as of January 30, 1997,
is by and among THE ASHTON TECHNOLOGY GROUP,  INC., a Delaware  corporation (the
"Company"),  UNIVERSAL TRADING TECHNOLOGIES CORPORATION,  a Delaware corporation
and a subsidiary of Ashton ("UTTC"), FREDRIC W. RITTEREISER ("Rittereiser"), THE
DOVER GROUP, INC. ("Dover") and DAVID N. ROSENSAFT ("Rosensaft").

     WHEREAS,  the Company and UTTC have engaged  Rosensaft  as a consultant  to
advise UTTC on, among other things,  the implementation of the Universal Trading
System with the Philadelphia Stock Exchange;

     WHEREAS, the Company,  UTTC and Rosensaft executed a consulting  agreement,
dated as of January 19, 1996, (the "Consulting Agreement");

     WHEREAS,  Rosensaft  owns  beneficially  or otherwise  750,000  shares (the
"Ashton Shares") of the outstanding common stock of the Company,  par value $.01
per share;

     WHEREAS, Rosensaft owns beneficially or otherwise 333,333 shares (the "UTTC
Shares") of the outstanding common stock of UTTC, par value $.01 per share, (the
"UTTC Common Stock"); and

     WHEREAS, certain disputes have arisen among Rosensaft, on the one hand, and
the  Company,  UTTC,  Dover and  Rittereiser,  on the  other,  with  respect  to
Rosensaft's  relationship with the Company and UTTC and his role as a consultant
to the Company and UTTC,  and the parties have agreed to settle and resolve each
and  every  dispute  and to enter  into  certain  agreements  on the  terms  and
conditions set forth herein;

     NOW,  THEREFORE,  in consideration of the mutual promises and covenants set
forth  herein and for other good and  valuable  consideration,  the  receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:


                                    ARTICLE I
                                   DEFINITIONS

     1.1  Definitions.  In  addition  to the  terms  elsewhere  defined  in this
Agreement,  the  following  terms  when used in this  Agreement  shall  have the
following respective meanings, unless the context clearly indicates otherwise:

     "Affiliate" means, with respect to a Person, any other Person controlled by
or, as of the date of this Agreement,  controlling or under common control with,
such Person.  "Control" (including the terms "controlling,"  "controlled by" and
"under common control with") means the  possession,  direct or indirect,  of the
power to direct or cause the  direction  of the  management  and  policies  of a
Person, whether through ownership of voting securities,  the holding of proxies,
by contract or otherwise.

     "Ashton Shares" is defined in the Recitals.

     "Consulting Agreement" is defined in the Recitals.

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

     "Promissory  Note" shall mean the 9%  promissory  note due February 6, 1997
issued  by Dover to  Rosensaft  on the date  hereof in the  principal  amount of
$60,000.

     "Purchase  Price" shall mean the total purchase price of $2,000,000 for the
Ashton Shares.

     "Securities Act" shall mean the Securities Act of 1933, as amended.

     "Subsidiaries" shall mean UTTC and Computer Science  Innovations,  Inc. and
each  corporation  as to which  the  Company,  directly  or  indirectly,  owns a
majority of the outstanding shares of stock or other ownership  interests having
voting power under  ordinary  circumstances  to elect a majority of directors of
such corporation or other Persons performing similar functions for such entity.

     "Stock  Purchase  Agreement"  shall mean the agreement  attached  hereto as
Exhibit A by and among the Company,  Rittereiser  and Rosensaft for the sale and
purchase of the Ashton Shares.

     "UTTC Common Stock" is defined in the Recitals.

     "UTTC Shares" is defined in the Recitals.


                                   ARTICLE II
                               TERMS OF AGREEMENT

     2.1  Consulting  Agreement.  Effective  upon  the  payment  in  full of the
Purchase Price to Rosensaft as provided for in the Stock Purchase Agreement, the
Consulting  Agreement  shall be deemed to be void ab initio  and all  rights and
obligations of the parties thereto shall cease to exist and be of no legal force
or effect.

     2.2 Purchase and Sale of Ashton Shares.  Simultaneously  with the execution
of this Agreement,  the Company,  Rittereiser and Rosensaft shall enter into the
Stock Purchase Agreement.


     2.3  Registration  Rights.  Pursuant  to  the  terms  and  subject  to  the
conditions  set forth in the Stock  Purchase  Agreement,  the Company  agrees to
cause the Ashton Shares to be registered  under the  Securities Act upon request
by Rittereiser or his assignee.

     2.4  Promissory  Note.  Simultaneously  with  the  Agreement,  Dover or its
assignee shall deliver to Rosensaft the Promissory Note in consideration for the
$60,000 loan made by Rosensaft to Dover on October 21, 1996.

     2.5 Release.  Effective  upon the payment in full of the Purchase  Price to
Rosensaft as provided  for in the Stock  Purchase  Agreement  and except for any
breach of this Agreement or the Stock Purchase Agreement, and except as provided
in Section 2.6 below,  each of the parties hereto,  on behalf of itself and each
and  every  one  of its  present,  former  and  future  stockholders,  officers,
directors,  employees, agents, parents,  subsidiaries,  affiliates,  successors,
assigns and predecessors,  does hereby release and forever discharge each of the
other parties hereto and each of their respective Affiliates,  heirs, executors,
administrators,  successors,  agents, attorneys and assigns, of and from any and
all  manner of claims,  demands,  damages,  actions,  causes of action or suits,
debts, dues, sums of money,  accounts,  reckonings,  bonds, bills,  specialties,
covenants, contracts, controversies, agreements, promises, trespasses, judgments
and executions whatsoever,  in law or equity, whether known or unknown, directly
or   indirectly   which  any  of  them  or  any  of  their   heirs,   executors,
administrators,  successors  and assigns can, shall or may have, or ever had, or
might have but for this release,  for, upon or by reason of any matter, cause or
thing whatsoever, from the beginning of the world to the date of this Agreement.

     2.6 Reservation of Rights.  The foregoing  release contained in Section 2.5
above  does not  include  Rosensaft's  right  to  enforce  the  terms of (i) the
Promissory  Note  against  Dover or its  assignee,  or (ii) the January 16, 1997
agreement among and between Rosensaft, the Company, UTTC, Dover and Rittereiser.

     2.7 Waiver of Derivative  Claim.  At no time shall any party hereto bring a
derivative  claim  which can be  asserted on behalf of the Company or any of its
Subsidiaries  in relation to, by reason of, based upon,  or arising out of or in
connection  with this Agreement or the claims which are settled and/or  released
by this Agreement.


                                   ARTICLE III
                               REGISTRATION RIGHTS

     3.1 Rosensaft  Registration  Rights. If UTTC proposes at any time following
the date  hereof to register  any shares of the UTTC Common  Stock in an initial
public  offering  registered  under the Securities Act through an underwriter or
underwriters,  UTTC shall  promptly  give  written  notice to  Rosensaft  of its
intention to register the UTTC Common Stock.  Such written notice shall include,
without limitation, a list of the jurisdictions in which UTTC intends to attempt
to  qualify  such  securities  under  the  applicable  blue sky or  other  state
securities  laws.  Upon receipt of UTTC's written  notice,  Rosensaft shall have
thirty days to provide UTTC with a written  request  specifying the total number
of UTTC Shares to be included in such  registration  under the  Securities  Act.
UTTC shall include in such registration statement (and any related qualification
under blue sky laws or other  compliance  required under the Securities Act) all
UTTC Shares requested by Rosensaft to be included  therein;  provided,  however,
that  UTTC  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 UTTC Common Stock originally proposed to
be registered.

     3.2  Underwriting.  Rosensaft shall have the right to include any or all of
the UTTC Shares in any  underwriting  of UTTC Common Stock,  provided,  however,
that such right shall be conditioned  upon Rosensaft's  requesting  inclusion of
such UTTC Shares in the underwriting  and that the subsequent  inclusion of such
UTTC Shares in the  underwriting  shall be on the terms and conditions  provided
herein.  In agreeing to distribute  the UTTC Shares  through such  underwriting,
Rosensaft  shall  (together with UTTC and the other holders  distributing  their
UTTC  Common  Stock  through  such  underwriting)  enter  into  an  underwriting
agreement in customary form with the  underwriter or  underwriters  selected for
such underwriting by UTTC. Notwithstanding any other provision of Section 3.1 or
this  Section 3.2, in the event that the managing  underwriter  determines  that
marketing  factors  require a limitation  on the number of shares of UTTC Common
Stock to be sold,  then UTTC will be required to include in such  offering  only
that  number of shares of UTTC  Common  Stock  which it is so advised  should be
included in such  offering.  The UTTC Common  Stock  proposed by UTTC to be sold
shall  have the first  priority  and all  other  shares  of UTTC  Common  Stock,
including  the UTTC Shares and any other  shares of UTTC  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 included in the
offering,  such shares  shall be included in the  offering pro rata based on the
total number of shares  sought to be offered other than for issuance by UTTC. No
person may participate in any offering  hereunder  unless such person (x) agrees
to  sell  such  person's  UTTC  Common  Stock  on  the  basis  provided  in  any
underwriting  arrangements  approved by UTTC and (y)  completes and executes all
questionnaires,  powers of attorney,  indemnities,  underwriting  agreements and
other documents required under the terms of such underwriting arrangements.

     If  market  conditions  force  UTTC to limit  the  number of shares of UTTC
Common  Stock to be sold,  UTTC shall so advise  Rosensaft of the number of UTTC
Shares that may be included in the offering and  underwriting at the time of the
filing of the registration  statement.  If Rosensaft disapproves of the terms of
any such  underwriting,  he may elect to withdraw all or any portion of the UTTC
Shares therefrom by written notice to UTTC and the underwriter.

     3.3 Expenses of Registration.  All expenses incurred in connection with the
registration  statement  contemplated  by  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 UTTC and their  respective
independent certified public accountants,  underwriters (excluding discounts and
commissions)  and other  persons  retained  by UTTC shall be paid solely by UTTC
and, to the extent that they agree,  any other  holders of shares of UTTC Common
Stock (other than  Rosensaft)  whose  shares are  included in such  registration
statement.

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

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

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

     3.5  Indemnification.  (a)  Rosensaft  will,  if any of the UTTC Shares are
included in a  registration  statement  pursuant to Section 3.1,  indemnify  the
Company,  each of  their  directors  and  officers  who sign  such  registration
statement,  each  underwriter,  each person who controls any  underwriter of the
UTTC Common Stock covered by such a  registration  statement and each person who
controls  UTTC 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 UTTC, such directors,  officers, persons, or underwriters 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  in  writing  to  UTTC  by  Rosensaft
specifically for use therein.

     (b) With respect to a registration statement filed pursuant to Section 3.1,
UTTC will indemnify Rosensaft, each underwriter and each person who controls any
underwriter of the UTTC Common Stock, 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  UTTC of any  rule or  regulation  promulgated  under  the
Securities Act applicable to UTTC and relating to action or inaction required of
UTTC in  connection  with any such  registration  statement  and will  reimburse
Rosensaft  and each such  underwriter  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 UTTC will not be liable in any such
case to the extent that any final damage award or fully adjudicated liability is
based on any untrue statement or omission based upon information furnished to or
omitted to be furnished to UTTC by Rosensaft  specifically for use therein,  and
which was used therein with Rosensaft's written permission.

     (c) Each party  entitled  to  indemnification  under this  Section 3.6 (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 Section 3.6. 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.

     3.6 Information by Rosensaft. If any of the UTTC Shares are included in any
registration  statement pursuant to Section 3.1, Rosensaft shall furnish to UTTC
such information regarding Rosensaft as UTTC may request in writing and as shall
be reasonably required in connection with any such registration statement. Prior
to using any such  information,  UTTC shall  obtain  Rosensaft's  prior  written
permission to use such information in any registration statement, which approval
Rosensaft shall reasonably provide.


                                   ARTICLE IV
                                     CLOSING

     4.1 Closing. The closing of the transactions contemplated by this Agreement
(the "Closing") shall take place on April 10, 1997 at the offices of Cadwalader,
Wickersham & Taft, 100 Maiden Lane, New York, N.Y.  10038.


                                    ARTICLE V
                               GENERAL PROVISIONS

     5.1 Representations  and Warranties.  Each party represents and warrants to
the  other  party  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 Section 5.1 shall survive the Closing.

     5.2 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.

     5.3 Modification. This Agreement shall not be modified or amended except by
an agreement in writing executed by all parties hereto.
                           
     5.4 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.
                  
     5.5  Assignment.  None  of the  parties  hereto  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 (i) this Agreement may be assigned by operation of law or pursuant to the
laws of descent and  distribution  and (ii) the rights and  obligations of Dover
and Rittereiser  under the Stock Purchase  Agreement may be assigned as provided
in Section 9.1 thereof.  Notwithstanding  the foregoing,  this Agreement and the
rights and  obligations  set forth herein shall be binding on all parties and on
their successors and permitted assigns.

     5.6 Entire  Agreement.  This  Agreement  and the Stock  Purchase  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.

     5.7   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.

     5.8  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.

     5.9 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.

     5.10 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.

     5.11  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.

     5.12 No Admissions. Nothing contained in this Agreement shall be considered
an admission by either party of any wrongdoing under any Federal, state or local
statute, public policy, tort law, contract law, common law or otherwise.

     5.13 No Third Party  Claims.  Each party  represents  and warrants  that no
other person or entity has, or to the best  knowledge of such party claims,  any
interest  in any  potential  claims,  demands,  causes of  action,  obligations,
damages or suits released pursuant to this Agreement; that it or he is the owner
of all other claims, demands, causes of action, obligations, damages or suits so
released;  that  it or he has  full  and  complete  authority  to  execute  this
Agreement;  and that it or he has not sold, assigned,  transferred,  conveyed or
otherwise  disposed  of any  claim,  demand,  cause  of  action,  obligation  or
liability subject to this Agreement.

     5.14  Confidentiality.  Except  as  required  by law  pursuant  to a  valid
subpoena,  or with the written consent of the parties  hereto,  no party to this
Agreement  or any  Person  acting  for or on their  behalf,  shall  directly  or
indirectly  make any  written or oral  statement  publicly or  privately  to any
Person if such  statement  relates to or concerns (i) this  Agreement,  (ii) any
matter related to this Agreement,  (iii) the  management,  conduct or affairs of
the Company,  its Subsidiaries or Rosensaft,  (iv) the relationship by and among
the  parties,  or (v)  unless  expressly  directed  by the  Company's  Board  of
Directors,  the relationship of the Company or its  Subsidiaries  with any third
party.  Notwithstanding the foregoing, a party to this Agreement may discuss any
of the foregoing privately with (a) a member of such party's immediate family or
(b) attorneys and other professional  advisors (each an "Authorized Person") if,
and only if,  the  Authorized  Person  agrees  to be bound by the  terms of this
Section 5.14. If an Authorized  Person  breaches the terms of this Section 5.15,
the party to this  Agreement  who  discussed  the  prohibited  matters  with the
Authorized  Person shall be liable for the  Authorized  Person's  breach of this
Section 5.14.

     5.15 Notice.  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  Rosensaft  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 Rosensaft
may  designate by written  notice to the other  parties  hereto.  Notices to the
Company or UTTC 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 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 or UTTC may  designate by written  notice to the other  parties  hereto.
Notices to Rittereiser or Dover 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
Rittereiser  or Dover may  designate  by  written  notice  to the other  parties
hereto.

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

     5.17  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.

     5.18 Tolling.  The statute of limitations shall be tolled as of December 9,
1996 through and including the date the release  provided in Section 2.5 becomes
effective  or, in the  event the  Agreement  is  determined  to be null and void
pursuant to Section 5.19 hereof, thirty (30) days following receipt by Rosensaft
of notice claiming that the Agreement is null and void thereunder, on all claims
that Rosensaft has or may have against the Company, UTTC, Dover and Rittereiser,
individually or collectively.

     5.19  Standstill.   Notwithstanding   any  other  provision  hereof,   this
Settlement  Agreement and the Stock Purchase Agreement shall be null and void if
at any time between the date hereof and the Closing Date (i) Rosensaft commences
any litigation  against any of the other parties hereto relating to any claim he
may  have  against  any  party to this  Agreement,  or (ii)  Rosensaft  talks or
otherwise  communicates  with or provides  information to any publication or its
employees, relating to Rosensaft's relationship (past, present or future) to the
Company, UTTC, or their officers or directors.

     5.20 "Confidential Treatment"

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


THE ASHTON TECHNOLOGY GROUP, INC.           THE DOVER GROUP, INC.


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



UNIVERSAL TRADING TECHNOLOGIES            FREDRIC W. RITTEREISER
CORPORATION

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




                                           DAVID N. ROSENSAFT



                                           By:  /s/    David N. Rosensaft
                                                -----------------------------
                                                Name:  David N. Rosensaft
                                                Title: