STOCK ISSUANCE AGREEMENT

     STOCK  ISSUANCE  AGREEMENT  ("Agreement"),  dated as of September 18, 1997,
between  The  Ashton  Technology  Group,  Inc.  ("Ashton")  and its  subsidiary,
Universal Trading Technologies Corporation ("UTTC").


                                    RECITALS

     A. Ashton is  offering,  pursuant  to its  Confidential  Private  Placement
Memorandum and Confidential Exchange Offer Memorandum,  each dated September 18,
1997 (collectively, the "Memorandum"), in private placements and in exchange, up
to 250,000 shares of its Series A Convertible PIK Preferred Stock (the "Series A
Preferred") and 550,000 shares of its Series B Convertible  Preferred Stock (the
"Series  B  Preferred";  together  with the  Series  A  Preferred,  the  "Ashton
Preferred").

     B. Up to 300,000  shares of the Series B  Preferred  (having a  liquidation
preference of up to $3,000,000) are to be issued in connection with the exchange
offer (the  "Exchange  Offer")  described in the Memorandum for a like principal
amount  of  UTTC's  9%  Subordinated  Non-Convertible  Promissory  Notes  and 9%
Subordinated Convertible Promissory Notes (collectively,  the "Notes"). From the
sale of the  remaining  250,000  shares of  Series B  Preferred  (the  "Series B
Offering for New Investors"),  Ashton will contribute the aggregate net proceeds
to the capital of UTTC.  In addition,  Ashton has made,  and will make,  certain
advances to (or otherwise provide services for) or on behalf of UTTC, as further
described herein.

     C. Each share of Ashton  Preferred is, by its terms,  convertible  into (i)
shares of the Common Stock,  par value $0.01 per share, of Ashton;  and (ii) one
Warrant ("UTTC  Warrant") to purchase two shares of the Common Stock,  par value
$0.01 per share (the "UTTC  Common  Stock"),  of UTTC with an exercise  price of
$0.75  per  share,  in each  case  subject  to  adjustment  as  provided  in the
Certificates   of   Designation   for  each  series  of  the  Ashton   Preferred
(collectively, the "Ashton Certificate of Designation").

     NOW THEREFORE,  in  consideration of the premises hereof and other good and
valid  consideration  set forth herein,  the receipt and sufficiency of which is
acknowledged,  and the mutual terms,  conditions and other  agreements set forth
herein, the parties hereto agree as follows:

     I. Certain  Contributions by Ashton. Ashton has made, or will make, certain
contributions to or for the benefit of UTTC, including,  without limitation, the
following (collectively, the "Contributions"):

          A. Ashton has made  payments and rendered  services to or on behalf of
     UTTC with an aggregate  value equal to $1.5 million in connection  with the
     development of certain UTTC products (the "Existing Development Advances");

          B.  Ashton  has  agreed  to  guarantee  up  to  $2,385,417  of  UTTC's
     obligations (the "Guaranteed Obligations");

          C. in connection  with the Exchange  Offer,  Ashton will acquire Notes
     (up to $3,000,000 in principal amount) tendered for exchange and contribute
     such Notes to UTTC (the "Contributed Notes"); and

          D. Ashton will  contribute  the net  proceeds of the Series B Offering
     for New Investors  (estimated  to be a maximum of  $2,500,000  inclusive of
     allocated  estimated  offering expenses of $325,000) to the capital of UTTC
     (the "Contributed Proceeds").

     II. Issuance of UTTC Common in Exchange for Contributions.  In exchange for
the  Contributions,  UTTC will issue to Ashton  shares of UTTC  Common  Stock as
follows:

          A. for the Existing Development Advances,  UTTC will issue to Ashton 3
     million shares of UTTC Common Stock;

          B. for the  Guaranteed  Obligations,  UTTC will  issue to  Ashton  (i)
     143,125  shares of UTTC Common  Stock as a fee for Ashton  undertaking  the
     Guaranteed  Obligations,  and  (ii)  upon  payment  by  Ashton  of any such
     Guaranteed  Obligations  from time to time,  such  number of shares of UTTC
     Common Stock, which would, when multiplied by $0.50 per share, result in an
     amount  equal to each such  payment by Ashton (up to a maximum of 4,770,834
     shares) (such shares will be issued quarterly,  commencing  January 1. 1998
     upon  presentation  of  evidence  to  UTTC  of  payment  of the  applicable
     Guarantee Obligation);

          C. for the Contributed Notes, UTTC will issue such number of shares of
     UTTC Common Stock which would,  when multiplied by $0.50 per share,  result
     in an amount equal to the  aggregate  principal  amount of the  Contributed
     Notes  plus  any  interest  paid by  Ashton  thereon  (up to a  maximum  of
     6,000,000 shares); and

          D. for the Contributed Proceeds, UTTC will issue such number of shares
     of UTTC Common Stock which, when multiplied by $0.50 per share, would equal
     the  proceeds  of  the  Series  B  Offering  for  New  Investors   actually
     contributed to UTTC by Ashton  (inclusive of allocated  offering  expenses)
     (up to a maximum of 5,000,000 shares).

     III. Issuance of UTTC Warrants and UTTC Common. As additional consideration
for Ashton  undertaking  the  Exchange  Offer and the Series B Offering  for New
Investors,  in  recognition  of the  additional  cost to Ashton in pursuing such
offerings,  and to support the ability of Ashton to place such securities,  UTTC
agrees  to:  (i)  issue  UTTC  Warrants  to  holders  of Ashton  Preferred  upon
conversion of Ashton Preferred,  in such number and manner as may be provided in
the Ashton  Certificate  of  Designation;  and (ii) issue  shares of UTTC Common
Stock to holders of UTTC Warrants  issuable to holders of Ashton  Preferred upon
conversion of the Ashton Preferred, in such number and manner as may be provided
in the Ashton  Certificate of Designation  and the Warrant  Certificate  for the
UTTC Warrants, as applicable.

     IV.  Agreement  to Reserve  for  Issuance  UTTC Common  Stock.  In order to
implement the foregoing, UTTC will reserve for issuance such number of shares of
UTTC Common Stock as may be required to fulfill the obligations of UTTC provided
in Sections 2 and 3.

     V.  Further  Assurances.  Each party hereto  agrees to take all  reasonable
action as may be necessary or advisable to fulfill its obligations hereunder and
to give the other  party  hereto and the  holders of Ashton  Preferred  and UTTC
Warrants the benefits contemplated hereby.

     VI.  Severability.  Any provision of this  Agreement  that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed and delivered by their proper and duly  authorized  officers as of
the day and year first above written.



                             THE ASHTON TECHNOLOGY GROUP, INC.
 
                             By:  /s/ Fredric W. Rittereiser
                                  ------------------------------
                                   Name:  Fredric W. Rittereiser
                                   Title: President & CEO



                             UNIVERSAL TRADING TECHNOLOGIES CORPORATION


                             By:  /s/ Robert A. Eprile
                                  --------------------------------
                                  Name:  Robert A. Eprile
                                  Title: Chief Executive Officer