ASHTON TECHNOLOGY GROUP INC, PRE 14A, 2000-07-17

ASHTON TECHNOLOGY GROUP INC
PRE 14A, 2000-07-17
COMPUTER PROGRAMMING SERVICES

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[_] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

The Ashton Technology Group, Inc.
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(Name of Registrant as Specified In Its Charter)

^--Enter Company Name Here--^
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(4) Date Filed:

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Notes:

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[LOGO TO COME]

THE ASHTON TECHNOLOGY GROUP, INC.
1900 MARKET STREET
SUITE 701
PHILADELPHIA, PENNSYLVANIA 19103

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 21, 2000

To the Holders of Common Stock of
THE ASHTON TECHNOLOGY GROUP, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of The Ashton Technology Group, Inc. (the "Company") will be held at
12:00 noon on Thursday, September 21, 2000 at The Wyndham Franklin Plaza Hotel
at 17th and Race Street, Philadelphia, Pennsylvania for the purpose of
considering and voting upon the following matters:

1. To elect eight directors to serve until the next Annual Meeting and
until their successors have been duly elected and qualified;

2. To adopt and approve an amendment to the Company's Certificate of
Incorporation to increase the authorized common stock, par value $.01 per
share, of the Company from 60 million shares to 100 million shares, an
increase of 40 million shares;

3. To adopt and approve the 2000 Incentive Plan to provide incentive
compensation to certain employees, officers, directors and consultants to
the Company, and

4. Any other business that may properly come before the meeting or any
postponement, continuation or adjournment thereof.

The close of business on July 26, 2000 has been fixed as the record date for
the determination of stockholders entitled to notice of and to vote at the
Annual Meeting and any postponement, continuation or adjournment thereof. Such
stockholders may vote in person or by proxy. A list of the stockholders
entitled to notice of and to vote at the Annual Meeting will be open to the
examination of any stockholder of the Company upon request during regular
business hours at the offices of the Company for the ten-day period prior to
the Annual Meeting.

You are cordially invited to attend the Annual Meeting. Whether you plan to
attend the Annual Meeting or not, it is important that you promptly complete,
sign, date and return the enclosed proxy card in accordance with the
instructions set forth on the card. This will ensure your proper
representation at the Annual Meeting. This Notice of Annual Meeting and the
Proxy Statement and form of proxy are being sent or given to stockholders
commencing on or about July 28, 2000.

Sincerely,

Philadelphia, Pennsylvania
July 28, 2000
/s/ Fredric W. Rittereiser

Fredric W. Rittereiser
Chairman and Chief Executive Officer

YOUR VOTE IS IMPORTANT.
PLEASE REMEMBER TO RETURN YOUR PROXY PROMPTLY.
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[LOGO TO COME]

THE ASHTON TECHNOLOGY GROUP, INC.
1900 MARKET STREET
SUITE 701
PHILADELPHIA, PENNSYLVANIA 19103

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 21, 2000

This Proxy Statement and the accompanying form of proxy are being furnished
to the stockholders of The Ashton Technology Group, Inc., a Delaware
corporation (the "Company" or "Ashton"), in connection with the solicitation
of proxies by the Board of Directors (together, the "Board of Directors") for
use at the Annual Meeting of Stockholders of the Company to be held at The
Wyndham Franklin Plaza Hotel at 17th and Race Street, Philadelphia,
Pennsylvania on Thursday, September 21, 2000, at 12:00 noon local time, and at
any postponement, continuation or adjournment thereof (the "Annual Meeting").
Only stockholders of record at the close of business on July 26, 2000 are
entitled to notice of, and to vote at, the Annual Meeting. The Notice of
Annual Meeting, Proxy Statement and form of proxy are being sent or given to
stockholders commencing on or about July 28, 2000.

At the Annual Meeting, stockholders will be asked to (i) elect eight
directors to serve until the next Annual Meeting of Stockholders and until
their successors have been duly elected and qualified, (ii) adopt and approve
an amendment to the Company's Certificate of Incorporation to increase the
authorized Common Stock of the Company from 60 million shares to 100 million
shares; (iii) adopt and approve the 2000 Incentive Plan to provide incentive
compensation to certain employees, officers, directors and consultants to the
Company; and (iv) transact such other business as may properly come before the
Annual Meeting.

YOU ARE REQUESTED, WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE ANNUAL
MEETING, TO COMPLETE, SIGN, DATE AND RETURN PROMPTLY THE ACCOMPANYING PROXY IN
THE ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE
UNITED STATES.

By Order of the Board of Directors,
/s/ Fredric W. Rittereiser
Fredric W. Rittereiser
Chairman and Chief Executive Officer

Philadelphia, Pennsylvania
July 28, 2000
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INTRODUCTION

Solicitation of Proxies

If the accompanying proxy is properly executed and returned, the shares of
the Common Stock, par value $.01 per share, of the Company ("Common Stock")
represented thereby will be voted in accordance with the instructions
specified in the proxy. In the absence of instructions to the contrary, such
shares will be voted (i) in favor of the election of the eight nominees for
director whose names are listed herein, (ii) in favor of the adoption and
approval of the amendment to the Company's Certificate of Incorporation to
increase the authorized shares from 60 million to 100 million, and (iii) in
favor of the adoption and approval of the 2000 Incentive Plan. The members of
the Board of Directors and the executive officers of the Company may be
eligible to receive benefits under the 2000 Incentive Plan, if adopted. The
Board of Directors does not intend to bring any other matters before the
Annual Meeting and is not aware of any matters that will come before the
Annual Meeting other than those described in this Proxy Statement. In the
absence of instructions to the contrary, it is the intention of the persons
named in the accompanying proxy to vote such proxy in their discretion with
respect to such other matters, if any, that may properly come before the
Annual Meeting.

Manner and Expenses of Solicitation

Solicitation of proxies will be undertaken by officers and employees of the
Company, on behalf of the Board of Directors, by mail, telephone, facsimile
and personal contact. All costs thereof will be borne by the Company. The
Company may also make arrangements with brokerage houses, banks and other
custodians, nominees and fiduciaries to forward proxy materials to the
beneficial owners of the Common Stock and to request authority for the
execution of proxies. If it does so, the Company will reimburse such
organizations for their reasonable expenses in connection therewith. In
addition, the Company has entered into an arrangement with Corporate Investor
Communications, Inc. ("CIC"), whereby CIC shall act as proxy solicitor on
behalf of the Board of Directors in connection with the Annual Meeting,
soliciting proxies by mail, telephone, facsimile and personal contact. In
exchange for its services as proxy solicitor, CIC will receive payment of
approximately $5,000 from the Company.

Revocation of Proxy

Any stockholder may revoke his or her proxy at any time prior to the voting
thereof on any matter. Any stockholder who signs and returns a proxy may
revoke it at any time before it has been voted by (i) delivering written
notice of its revocation to the Company, (ii) delivering to the Company a duly
executed proxy bearing a later date, or (iii) attending the Annual Meeting and
voting in person (although attendance at the Annual Meeting will not in and of
itself constitute revocation of a proxy).

Quorum and Required Vote

At June 30, 2000, the outstanding voting securities of the Company consisted
of 28,194,194 shares of Common Stock. Each share is entitled to one non-
cumulative vote for each director to be elected and one vote on each other
matter of business properly brought before the meeting.

The presence, in person or by proxy, of a majority of the outstanding shares
of Common Stock is necessary to constitute a quorum at the Annual Meeting.
Only stockholders of record at the close of business on July 26, 2000 (the
"Record Date") will be entitled to notice of, and to vote at, the Annual
Meeting. A list of all of the Company's stockholders entitled to notice of and
to vote at the Annual Meeting will be available at the Annual Meeting for
inspection by any stockholder upon request and during regular business hours
at the offices of the Company for the ten-day period prior to the Annual
Meeting.

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Shares of Common Stock represented by a properly signed and returned proxy
will be counted as present at the Annual Meeting for purposes of determining a
quorum, without regard to whether the proxy is marked as casting a vote or
abstaining.

Election of each director requires the affirmative vote of a majority of the
shares of Common Stock present in person or by proxy and entitled to vote at
the Annual Meeting.

Approval of the amendment of the Company's Certificate of Incorporation to
increase the Company's authorized Common Stock from 60 million shares to 100
million shares requires the affirmative vote of a majority of the shares of
Common Stock present in person or by proxy and entitled to vote at the Annual
Meeting.

Adoption of the 2000 Incentive Plan requires the affirmative vote of a
majority of the shares of Common Stock present in person or by proxy and
entitled to vote at the Annual Meeting.

Abstentions with respect to all proposals will be counted for the purpose of
determining whether a quorum is present at the Annual Meeting and will have
the effect of a no vote.

Broker non-votes (which result when a broker holding shares for a beneficial
owner has not received timely voting instructions on certain matters from such
beneficial owner) will be counted in determining the presence of a quorum.
Broker non-votes with respect to the proposal to elect directors and the
proposal to approve the amendment to the Company's Certificate of
Incorporation will have the effect of a no vote. Broker non-votes with respect
to the proposal to adopt the 2000 Incentive Plan will not be considered as
present and entitled to vote, and thus will have no effect on the results of
any such vote.

PROPOSAL I: ELECTION OF DIRECTORS

Nominees for Election as Directors

The Board of Directors currently consists of eight (8) members: Arthur J.
Bacci, Thomas G. Brown, Richard E. Butler, K. Ivan F. Gothner, Herbert
Kronish, Fredric W. Rittereiser, William W. Uchimoto and Fred S. Weingard.
Under the Company's Bylaws, the Board of Directors is authorized to determine
the number of directors of the Company. The number of directors to be elected
at the Annual Meeting has been fixed at eight (8). The Board of Directors has
nominated Arthur J. Bacci, Thomas G. Brown, Richard E. Butler, K. Ivan F.
Gothner, Herbert Kronish, Fredric W. Rittereiser, William W. Uchimoto and Fred
S. Weingard to be elected to serve until the next annual meeting of
stockholders and until their successors shall have been duly elected and
qualified.

Each nominee has consented to being a nominee and to serving as a director
if elected. In the event that any nominee should be unable to serve as a
director (which is not now anticipated), proxies will be voted for substitute
nominees recommended by the Board of Directors or the Board of Directors may
decide to reduce the number of directors. All of the nominees for election as
directors are presently members of the Board of Directors. The Board of
Directors recommends a vote FOR all of the nominees proposed by the Board of
Directors.

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Directors and Executive Officers of the Company

Set forth below is certain information about the directors and executive
officers of the Company. For information concerning the number of shares of
Common Stock owned by each director and all directors and executive officers
as a group as of June 30, 2000, see "Security Ownership of Certain Beneficial
Owners and Management."

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<C> <C> <S>
Fredric W. Rittereiser(1).. 63 Chairman, Chief Executive Officer and Director
Arthur J. Bacci(1)......... 41 President, Chief Operating Officer and
Director
Thomas G. Brown(1)......... 54 Director
Richard E. Butler(1)....... 64 Director
K. Ivan F. Gothner(1)...... 42 Director
Marc Gresack............... 44 President and Director, Universal Trading
Technologies Corporation (subsidiary of the
Company)
Herbert Kronish(1)......... 74 Director
Matthew J. Saltzman........ 40 President and Director, Electronic Market
Center, Inc. (subsidiary of the Company)
William W. Uchimoto(1)..... 44 Executive Vice President, General Counsel, and
Director
Fred S. Weingard(1)........ 47 Executive Vice President, Chief Technology
Officer, and Director
</TABLE>
--------
(1) Nominee for election as director.

Fredric W. Rittereiser has been Chairman of the Board of Directors since
March 24, 1999. Mr. Rittereiser has been Chief Executive Officer of the
Company since October 1996 and a member of the Board of Directors since
December 1996. Mr. Rittereiser also serves as Chairman and Chief Executive
Officer of Universal Trading Technologies Corporation ("UTTC") and as a
director of Electronic Market Center, Inc. ("eMC") and Ashton Technology
Canada, Inc. ("ATG Canada"), each a majority owned subsidiary of the Company.
Mr. Rittereiser also serves as a director of NextExchange, Inc.
("NextExchange") and Croix Securities, Inc., both wholly owned subsidiaries of
UTTC. Mr. Rittereiser is Chairman of ATG International, Inc. ("ATG
International"), a wholly owned subsidiary of the Company. Mr. Rittereiser was
an independent management consultant from 1990 until 1996, mainly serving
companies involved in the financial services industry, having held senior
management positions with a number of investment banking firms prior to
becoming an independent management consultant. He also has extensive
experience in the development and introduction of electronic securities
trading systems, having served as President, Chief Operating Officer and
director of Instinet Corporation, a publicly held company, from 1983 through
1985. Mr. Rittereiser is also a director of Rexnetwork.com, Inc., a privately
held company.

Arthur J. Bacci has been President and Chief Operating Officer since March
24, 1999 and a member of the Board of Directors since September 1999. From
August 1998 to June 2000, Mr. Bacci served as Chief Financial Officer of the
Company and UTTC. Mr. Bacci is also Chairman and Chief Executive Officer of
eMC. Mr. Bacci serves as the President and director of ATG International and
as a director of ATG Canada and NextExchange. Immediately prior to joining the
Company in 1998, Mr. Bacci was a Senior Manager at KPMG. From 1995 to 1997,
Mr. Bacci was a Principal Consultant with Price Waterhouse. Before joining
Price Waterhouse, Mr. Bacci held various management positions with William E.
Simon & Sons and its affiliates since 1988.

Thomas G. Brown has been a member of the Board of Directors since September
1999. Mr. Brown also serves as a director of ATG International. Mr. Brown has
served as the Chief Financial Officer and a director of Mobile P.E.T. Systems,
Inc., a publicly traded company, since April 1999. Mr. Brown has been
President and Managing Director of Wyndham Capital Corporation, an investment
banking and research firm since he founded it in 1996. Mr. Brown was also a
co-founder of Ablum, Brown & Company, an investment banking firm specializing
in leveraged buyout transactions and served as its Managing Director from
January 1988 until December 1995. Prior to his tenure with Ablum, Brown &
Company, Mr. Brown served as principal of several

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investment management and investment banking firms including seven years as a
principal of Deihl, Speyer & Brown, a regional investment banking firm. Mr.
Brown is a Chartered Financial Analyst.

Richard E. Butler has been a member of the Board of Directors since February
1998. Mr. Butler also serves as a director of ATG International. Mr. Butler
has been an independent management and marketing consultant since 1984.
Throughout his career, Mr. Butler has been active in marketing and strategic
development for a variety of public and private companies. Mr. Butler has held
executive positions with organizations including CBS, Prepared Products and
has served as President and Chief Executive Officer of BBDO/West. His work
experience has focused on new and emerging companies and industries ranging
from financial services to consumer products. Mr. Butler has served as a
director of several public and private companies and was a founding director
of Metrobank, now Comerica.

K. Ivan F. Gothner has been a member of the Board of Directors since
December 1997. Mr. Gothner also serves as a director of UTTC, eMC, ATG
International and Gomez Advisors, Inc., an affiliate of the Company. Mr.
Gothner is Managing Director and founder of Adirondack Capital, LLC,
("Adirondack") a private merchant banking firm, which focuses on serving small
and mid-size growth companies. Mr. Gothner also served as Managing Director of
First United Equities Corporation ("First United") from 1995 to 1997. First
United was the managing underwriter of the Company's initial public offering,
for which it received customary compensation. From 1994 to 1995, Mr. Gothner
served as the Executive Vice President and interim Chief Operating Officer of
Breasy Medical Equipment (USA) Inc. Mr. Gothner is also a director of
Laminaire Corporation and Mobile P.E.T. Systems, Inc., both publicly traded
companies.

Marc Gresack has been a member of the Board of Directors of UTTC and its
President since March 2000. As UTTC's president, Mr. Gresack is responsible
for strategic business development and marketing of on-line transaction and
intelligent matching systems. Until March 2000, Mr. Gresack was Senior Vice
President and a registered principal of Instinet Corporation, where he was
most recently responsible for strategic business development and acquisition
strategy.

Herbert Kronish has been a member of the Board of Directors since June 2000
and serves as a director of ATG International. Mr. Kronish is the founder and
a Senior Partner of the New York law firm of Kronish Lieb Weiner & Hellman
LLP. Mr. Kronish has focused his law practice primarily in the areas of public
and private financings and mergers and acquisitions. Mr. Kronish has been
admitted to practice law since 1953 and is a member of the Association of the
Bar of the City of New York, the New York State Bar Association, the New York
County Lawyers Association and the American Bar Association. Mr. Kronish
served as a member of the Board of Directors of Ampal-American Israel
Corporation, a publicly traded company, from 1994 to 1997. Mr. Kronish serves
as a director of UJA Federation of Jewish Philanthropies, New York, and the
American Jewish Joint Distribution Committee and was a member of the Board of
Governors of the Jewish Agency for Israel from 1992 to 1998.

Matthew J. Saltzman has been a member of the Board of Directors of eMC and
its President since April 2000. As eMC's president, Mr. Saltzman is
responsible for developing the company's fully electronic, professionally
managed investment advice program, which will be marketed in the form of a
multi-manager wrap fee account service. From February 1995 until April 2000,
Mr. Saltzman was First Vice President, Investments, with Prudential
Securities, Inc., where he was responsible for managing the investment
accounts of several large municipalities, pension funds and trust funds.

William W. Uchimoto has been a member of the Board of Directors and has
served as Executive Vice President and General Counsel of the Company since
June 1998. Mr. Uchimoto also serves as the President of NextExchange and as a
director of ATG International. Mr. Uchimoto joined UTTC in the fall of 1997 as
Executive Vice President of International Business Development. Mr. Uchimoto
served as Associate General Counsel of the Philadelphia Stock Exchange from
1986 to 1987, at which time he was appointed General Counsel, a position he
held until 1997. From 1981 to 1986, Mr. Uchimoto was an attorney with the
Securities and Exchange Commission ("SEC").

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<PAGE>

Fred S. Weingard has been Executive Vice President of Systems and Advanced
Analytics and Chief Technology Officer since July 1996 and a member of the
Board of Directors since October 1996. Mr. Weingard also serves as a director
of UTTC and ATG International. Mr. Weingard was employed as a principal of
Booz Allen & Hamilton Inc. ("Booz Allen") from 1985 until June 1996. Mr.
Weingard was the founder and director of Booz Allen's Advanced Computational
Technologies & Systems practice. Mr. Weingard is a Professional Engineer and
is registered in New York State and Washington State. Mr. Weingard has
expertise in systems engineering, integration, and test and in the field of
neural networks and has been an invited panelist/lecturer for government,
industry, academia, and professional societies. He has co-authored over 12
scientific papers and publications and holds patents on several inventions.

Committees of the Board of Directors

The Board of Directors has three committees: a Compensation Committee, an
Audit Committee and a Nominating Committee.

The Audit Committee is comprised of Thomas G. Brown, Richard E. Butler, K.
Ivan F. Gothner and Herbert Kronish (since June 20, 2000). Richard E. Butler
is Chairman of the Audit Committee. The Audit Committee considers and reviews
all matters arising in connection with external audit reports, auditors'
management reports and related matters. A copy of the Charter of the Audit
Committee is attached as Exhibit B to this proxy statement. The Audit
Committee met six times during the last fiscal year.

Mr. Brown, Mr. Butler and Mr. Kronish satisfy the "independent director"
standards of the National Association of Securities Dealers, Inc. ("NASD"), as
they apply to the audit committees of public companies registered for trading
on the Nasdaq Stock Market, Inc. ("Nasdaq"). Mr. Gothner, however, does not
meet this standard due to his receipt of compensation from the Company in
excess of $60,000, other than his compensation for board service. Under the
NASD's rules, Mr. Gothner may continue to serve as a member of the Company's
Audit Committee, provided that (i) the Board discloses the nature of Mr.
Gothner's relationship to the Company (see "Certain Relationships and Related
Transactions: Adirondack Capital, LLC and K. Ivan F. Gothner;") and (ii) the
Board of Directors determines that Mr. Gothner's service on the Audit
Committee is in the best interests of the Company and its stockholders and the
Board discloses, in this proxy statement, the reasons for that determination.
The Board of Directors has determined that it is in the best interests of the
Company and its stockholders to continue the appointment of Mr. Gothner to the
Audit Committee, notwithstanding the fact that he does not meet the technical
requirements for independence under the NASD rules. Mr. Gothner has served on
the Board of Directors of the Company since December 1997 and has provided
guidance to the Company, through his service on the Audit Committee, in the
areas of strategic planning and corporate finance. This guidance has been
important to the Company in striving toward its long-term goals. In addition,
Mr. Gothner has played an critical role in attracting capital to the Company
by acting as the investment banker for most of the Company's private equity
financing. Furthermore, Mr. Gothner has always voted independently as a member
of the Audit Committee and Board of Directors. In sum, Mr. Gothner has served
for four distinguished years as a member of the Company's Audit Committee.
Therefore, the Board of Directors has determined that it is in the best
interests of the Company to re-appoint Mr. Gothner to the Audit Committee.

The Compensation Committee is comprised of Thomas G. Brown, Richard E.
Butler, K. Ivan F. Gothner and Herbert Kronish (since June 20, 2000). K. Ivan
F. Gothner is the Chairman of the Compensation Committee. The Compensation
Committee reviews the compensation of all officers of the Company and
administers the Company's employee stock option and incentive plans. The
Compensation Committee met five times during the last fiscal year.

The Board of Directors formed the Nominating Committee in May 1999. The
Nominating Committee currently consists of Messrs. Rittereiser, Bacci and
Gothner. The Nominating Committee reviews possible candidates for the Board of
Directors and recommends the nominees for directors to the Board of Directors
for approval. The Nominating Committee considers suggestions from many
sources, including stockholders. The Nominating Committee met once since it
was formed.

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The Board of Directors held twelve meetings during the last fiscal year.
Each of the Company's directors attended at least 75% of the aggregate of all
meetings of the Board of Directors and of all committees of which he was a
member held during the portion of the year that he was a member of the Board
of Directors or committee member.

Compensation of Directors

The directors of the Company who are also executive officers have not been
compensated for their service as directors. Commencing April 1, 1999, each
non-employee director began receiving a monthly retainer fee of $5,000. In
addition, the Chairman of the Audit Committee is paid an additional monthly
fee of $2,500. The following table describes the fees paid to directors of the
Company who are not executive officers:

<TABLE>
<CAPTION>
Board
Retainer Consulting
Name Fees Fees
---- ------------ -------------
<S> <C> <C>
Richard E. Butler.................................... $7,500/month $ --
K. Ivan F. Gothner(1)................................ $5,000/month $10,000/month
Thomas G. Brown...................................... $5,000/month $ --
Herbert Kronish(1)................................... $5,000/month $ --
</TABLE>
--------
(1) See "Certain Relationships and Related Transactions."

Employment Contracts and Termination of Employment and Change-in-Control
Arrangements

Mr. Weingard, Ashton and UTTC are parties to an Employment Agreement, which
provides that Mr. Weingard is to serve as Executive Vice President of Systems
and Advanced Analytics. The agreement, as amended as of June 24, 1999,
provides that Mr. Weingard shall be paid a salary of $265,000 per year for a
three-year term ending in July 2002. Under the agreement, Mr. Weingard was
granted a five-year option to purchase 187,500 shares of UTTC common stock at
a price of $2.00 per share which became exercisable on July 8, 1998 and an
option to purchase 100,000 shares of Common Stock at a price of $14.25 per
share, which became fully exercisable in June 1999. Additionally, upon the
extension of Mr. Weingard's Employment Agreement, the Company granted Mr.
Weingard a five-year option to purchase 100,000 shares of Common Stock at a
price of $10.50 per share, which became exercisable on June 24, 1999, and the
Company agreed to register 150,000 shares of Common Stock underlying options
that were granted to Mr. Weingard on July 15, 1998. The agreement also
provides that Ashton or UTTC shall maintain Officer's Errors and Omissions
Insurance including Mr. Weingard as an insured. In the event of Mr. Weingard's
termination with or without cause, Ashton or UTTC is required to pay Mr.
Weingard one month's base salary for each whole or partial six-month period of
employment remaining under the agreement. The agreement also contains
customary provisions regarding confidentiality and non-competition.

The Company and Mr. Bacci are parties to an Employment Agreement pursuant to
which the Company agreed to employ Mr. Bacci for a three-year term ending in
July 2001. The agreement provides that Mr. Bacci be paid a salary of $210,000
per year and provides for a one-time lump sum payment of $68,000 related to
relocation expenses. Under the agreement, Mr. Bacci is eligible to participate
in any bonus plan established for executives of the Company and is entitled to
all benefits provided to similarly situated employees of the Company. In
connection with the execution of the agreement, the Company granted Mr. Bacci
a five-year option to purchase 150,000 shares of Common Stock at $3.188 and a
five-year warrant to purchase 187,500 shares of common stock of UTTC at a
price of $1.33 per share. All of the options granted in connection with the
execution of the agreement vest over the term of the agreement. In the event
of Mr. Bacci's termination without cause, the Company is required to pay his
salary for six months and continue his benefits for the duration of the term
of the agreement. The agreement also contains customary confidentiality and
non-competition provisions.

eMC, a subsidiary of the Company, and Mr. Saltzman entered into an
Employment Agreement dated as of April 18, 2000 pursuant to which eMC agreed
to employ Mr. Saltzman for a three-year term. Under the

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Agreement, Mr. Saltzman is paid a salary of $225,000 per year and is eligible
to participate in any bonus plan established for executives of eMC and is
entitled to all benefits provided to similarly situated employees of the
Company. In connection with the execution of the agreement, Mr. Saltzman was
granted an option to purchase 100,000 shares of the Company's Common Stock at
$4.00 per share, an option to purchase 150,000 shares of common stock of UTTC
at a price of $3.50 per share, an option to purchase 40,000 shares of Gomez at
$5.10 per share, an option to purchase 1.25 million shares of eMC common stock
at $.50 per share, and an option to purchase 25,000 shares of Gomez at $5.10
per share (such options to be issued upon the satisfaction of certain
conditions). All of the options granted in connection with the execution of
the agreement vest over the term of the agreement. In the event of Mr.
Saltzman's termination without cause or for "good reason," eMC will pay his
salary from the effective date of termination until the end of the three-year
term of the agreement. The agreement also contains customary confidentiality
and non-competition provisions.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

Management

The following tables set forth certain information as of June 30, 2000
regarding (i) the beneficial ownership of the equity securities of the Company
and certain of its subsidiaries by the executive officers and directors of the
Company and (ii) the beneficial ownership of the equity securities of the
Company and certain of its subsidiaries by all executive officers and
directors of the Company as a group. As of June 30, 2000, there were
28,194,194 shares of Common Stock issued and outstanding.

1. The Ashton Technology Group, Inc., Common Stock, par value $.01 per share

<TABLE>
<CAPTION>
Amount and
Nature of
Name and Address of Beneficial Percent
Beneficial Owner** Ownership of Class
------------------- ---------- --------
<S> <C> <C>
Arthur J. Bacci........................................ 198,660(1) *
Thomas G. Brown........................................ 50,000(2) *
Richard E. Butler...................................... 230,000(3) *
K. Ivan F. Gothner..................................... 770,262(4) 2.4%
Marc Gresack........................................... -0- *
Herbert Kronish........................................ -0- *
Fredric W. Rittereiser................................. 1,628,500(5) 5.1%
Matthew J. Saltzman.................................... 5,000 *
William W. Uchimoto.................................... 275,536(6) *
Fred S. Weingard....................................... 873,869(7) 2.8%
All executive officers and directors of the Company as
a group (11 persons).................................. 4,037,427*** 12.8%
</TABLE>
--------
* Represents less than 1%.
** The address of each of the beneficial owners in the foregoing table is c/o
The Ashton Technology Group, Inc., 1900 Market Street, Suite 701,
Philadelphia, PA 19103.
*** Includes 3,488,965 shares issuable upon exercise of stock option.
(1) Represents (i) 11,100 shares of Common Stock; (ii) 100,000 shares of
Common Stock issuable upon exercise of options, which are currently
exercisable at $3.1875 per share; and (iii) 87,560 shares of Common Stock
issuable upon exercise of options, which are currently exercisable at
$2.00.
(2) Represents 50,000 shares of Common Stock issuable upon exercise of stock
options, which are currently exercisable at $1.875 per share.
(3) Represents (i) 180,000 shares of Common Stock issuable upon exercise of
stock options, which are currently exercisable $1.875 per share; and (ii)
50,000 shares of Common Stock issuable upon exercise of stock options,
which are currently exercisable at $2.00 per share.
(4) Represents (i) 20,262 shares of Common Stock; and (ii) 750,000 shares of
Common Stock issuable upon exercise of options, which are currently
exercisable at $1.875 per share.

8
<PAGE>

(5) Mr. Rittereiser may be deemed to be the beneficial owner of: (i) 403,500
shares of Common Stock held of record by The Dover Group, Inc ("Dover");
(ii) 25,000 shares of Common Stock issuable upon the exercise of warrants
held by Dover which are currently exercisable at $5.85 per share; (iii)
1,000,000 shares of Common Stock issuable upon exercise of options held
by Mr. Rittereiser which are currently exercisable at $1.875 per share;
(iv) 100,000 shares of Common Stock issuable upon exercise of options
held by Mr. Rittereiser which are currently exercisable at $10.50 per
share; and (v) 100,000 shares held by Mr. Rittereiser's wife as a gift
from her father, Frederick Weimmer, Sr., of which Mr. Rittereiser
disclaims beneficial ownership. Dover is a corporation of which Mr.
Rittereiser is the sole stockholder, director and officer.
(6) Represents (i) 3,000 shares of Common Stock; (ii) 180,000 shares of
Common Stock issuable upon exercise of stock options, which are currently
exercisable at $1.875 per share; and (iii) 92,536 shares of Common Stock
issuable upon exercise of stock options, which are currently exercisable
at $2.00 per share.
(7) Represents (i) 10,000 shares of Common Stock; (ii) 100,000 shares of
Common Stock issuable upon exercise of stock options, which are currently
exercisable at $14.25 per share; (iii) 538,750 shares of Common Stock
issuable upon exercise of stock options, which are currently exercisable
at $1.875 per share; (iv) 100,000 shares of Common Stock issuable upon
exercise of stock options, which are currently exercisable at $10.50 per
share; and (v) 125,119 shares of Common Stock issuable upon exercise of
stock options, which are currently exercisable at $2.00 per share.

2. Universal Trading Technologies Corporation (Majority Owned Subsidiary),
Common Stock, par value $.01 per share (18,530,417 shares outstanding)

<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
------------------- -------------------- --------
<S> <C> <C>
Arthur J. Bacci................................. 500,000(1) 2.3%
Thomas G. Brown................................. 125,000(2) *
Richard E. Butler............................... 225,000(3) 1.0%
K. Ivan F. Gothner.............................. 640,000(4) 2.9%
Marc Gresack.................................... -0- *
Herbert Kronish................................. -0- *
Fredric W. Rittereiser.......................... 1,000,001(5) 4.5%
Matthew J. Saltzman............................. -0- *
William W. Uchimoto............................. 500,000(6) 2.3%
Fred S. Weingard................................ 650,000(7) 2.9%
All executive officers and directors of the
Company as a group (11 persons)................ 3,650,001 ** 16.5%
</TABLE>
--------
* Represents less than 1%.
** Includes 3,395,000 shares issuable upon exercise of stock options.
(1) Represents (i) 187,500 shares of Common Stock issuable upon exercise of
stock options, which are currently exercisable at $1.33 per share; and
(ii) 312,500 shares of Common Stock issuable upon exercise of stock
options, which are currently exercisable at $2.00 per share.
(2) Represents 125,000 shares of Common Stock issuable upon exercise of stock
options, which are currently exercisable at $2.00 per share.
(3) Represents 225,000 shares of Common Stock issuable upon exercise of stock
options, which are currently exercisable at $2.00 per share.
(4) Represents 640,000 shares of Common Stock issuable upon exercise of stock
options, which are currently exercisable at $2.00 per share.
(5) Represents (i) 250,001 shares of Common Stock held by Dover; and (ii)
750,000 shares of Common Stock issuable upon exercise of stock options,
which are currently exercisable at $2.00 per share.
(6) Represents 500,000 shares of Common Stock issuable upon exercise of stock
options, which are currently exercisable at $2.00 per share.
(7) Represents (i) 650,000 shares of Common Stock issuable upon exercise of
stock options, which are currently exercisable at $2.00 per share.

9
<PAGE>

3. Electronic Market Center, Inc. (Majority Owned Subsidiary), Common Stock,
par value $.0001 per share (10,000,000 shares outstanding)

Certain Beneficial Owners

The following table sets forth certain information as of June 30, 2000
regarding each person, other than directors and executive officers, who is
known by the Company to own beneficially more than five percent (5%) of the
Common Stock.

<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
------------------- -------------------- --------
<S> <C> <C>
The Dover Group, Inc.
20 Maple Street
Toms River, NJ 08753............................ 1,628,500(1) 5.6%
</TABLE>
--------
(1) Includes: (i) 403,500 shares of Common Stock held of record by Dover;
(ii) 25,000 shares of Common Stock issuable upon the exercise of warrants
held by Dover which are currently exercisable at $5.85 per share; (iii)
1,000,000 shares of Common Stock issuable upon exercise of options held
by Mr. Rittereiser which are currently exercisable at $1.875 per share;
(iv) 100,000 shares of Common Stock issuable upon exercise of options
held by Mr. Rittereiser which are currently exercisable at $10.50 per
share; and (v) 100,000 shares held by Mr. Rittereiser's wife as a gift
from her father, Frederick Weimmer, Sr., of which Mr. Rittereiser
disclaims beneficial ownership. Dover is a corporation of which Mr.
Rittereiser is the sole stockholder, director and officer.

10
<PAGE>

EXECUTIVE COMPENSATION

The table below sets forth the amount of all compensation paid by the
Company during the years ended March 31, 1998, March 31, 1999, and March 31,
2000 to the Company's Chief Executive Officer and to the Company's most highly
compensated executive officers.

On July 1, 1999, the Company entered into deferred compensation plans with
each of its key executives. Pursuant to the plan, the Company maintains (a)
term life insurance policies on Mr. Rittereiser in the amount of $5,000,000
(b) key man life insurance policies on Mr. Rittereiser in the amount of
$3,000,000, (c) term life insurance policies on Mr. Bacci, Mr. Uchimoto, and
Mr. Weingard in the amount of $1,100,000 each, and (d) key man split-dollar
life insurance policies on Mr. Bacci, Mr. Uchimoto, and Mr. Weingard in the
amount of $900,000 each. The plan provides that each executive's interest in
the respective policy vests upon the first to occur of (i) the fifth
anniversary of the policy commencement date, provided the executive is still
employed by the Company; (ii) the executive's retirement from employment on or
after age 65; (iii) a determination that the executive is totally and
permanently disabled; or (iv) a change in control of the Company. Within 90
days following the date upon which each executive's interest in the policy
vests, the policy will be transferred to the executive. Should the executive
die prior to vesting of the policy, the executive's designated beneficiary
will receive the death benefits associated with the policy, less premium
payments made by the Company.

Summary Compensation Table

<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------------------------ ----------------
Number All
Name and Salary Bonus Other of Other
Principal Position Year ($) ($) ($) Total Options ($)
------------------ ---- ------- ------- ------ ------- --------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Fredric W. Rittereiser.. 2000(1) -0- -0- -0- -0- -0- 62,486(2)(4)
Chairman and Chief 1999(1) -0- -0- -0- -0- 1,000,000 31,272(2)
Executive Officer 1998(1) -0- -0- -0- -0- -0- -0-

Arthur J. Bacci......... 2000 175,000 -0- -0- 175,000 -0- 10,049(4)
President and Chief 1999 92,307 -0- 68,000(3) 160,307 250,000 -0-
Operating Officer

Marc Gresack............ 2000 4,327 -0- -0- 4,327 200,000 -0-
President, UTTC

William W. Uchimoto..... 2000 190,000 -0- -0- 190,000 -0- 12,195(4)
Executive Vice 1999 119,851 25,000(5) -0- 144,841 280,000 -0-
President and General 1998 40,385 -0- -0- 40,385 -0- -0-
Counsel

Fred S. Weingard........ 2000 245,000 65,000 -0- 310,000 100,000 15,057(4)
Executive Vice 1999 188,557 120,000 -0- 308,557 688,750 -0-
President and Chief 1998 224,999 -0- -0- 224,999 -0- -0-
Technology Officer
</TABLE>
--------
(1) Dover was paid $180,000, $235,000 and $125,000 in consulting fees for the
fiscal years ended March 31, 2000, 1999 and 1998, respectively. Mr.
Rittereiser is the sole stockholder, director and officer of Dover. For
fiscal 2001, Mr. Rittereiser and the Company are negotiating an
Employment Agreement pursuant to which Mr. Rittereiser will be
compensated directly by the Company.
(2) Represents the payment of the premiums of a life insurance policy for the
benefit of the family of Mr. Rittereiser.
(3) Represents a one-time lump sum payment for the reimbursement of
relocation expenses.
(4) Represents the payment of the premiums of a life insurance policy.
(5) Represents one-time signing bonus paid upon becoming an officer of the
Company.

Since inception, the Company has not granted stock appreciation rights and
does not have a defined benefit or actuarial plan.

11
<PAGE>

Option Grants in Last Fiscal Year

The following table sets forth, for each of the named executive officers,
certain information concerning options granted during the fiscal year ended
March 31, 2000.

Option/SAR Grants in Last Fiscal Year

<TABLE>
<CAPTION>
Potential
realizable
value at assumed
annual rates of
stock
price appreciation
for
Individual Grants option term
(a) (b) (c) (d) (e) (f) (g)
Number of % of Total
Securities Options Exercise
Underlying Granted to or Base Expira-
Options Employees in Price tion
Name Granted (#) fiscal year ($/share) Date 5%($) 10%($)
---- ----------- ------------ --------- ------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Marc Gresack............ 200,000 17.4% $ 9.75 3/27/05 $538,746 $1,190,495
Fred S. Weingard........ 100,000 8.7% $10.50 6/24/04 $290,094 $ 641,036
</TABLE>

Aggregated Option Exercises in Year Ended March 31, 2000 and Year End Option
Values

The following table sets forth certain information concerning the number of
unexercised stock options held by the Company's executive officers at March
31, 2000 and the value thereof and the number of exercised options and the
value thereof during the fiscal year ended March 31, 2000. Amounts were
calculated by multiplying the number of unexercised options by the closing
price of the Common Stock on March 31, 2000 ($8.4375) and subtracting the
exercise price.

<TABLE>
<CAPTION>
Shares Number of Securities In-the-Money Value
Acquired Value Underlying Unexercised of Unexercised
On Realized Options at FY-End (#) Options at FY-End ($)
Name Exercises ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- --------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Fredric W. Rittereiser.. -- -- 1,000,000/-0- 6,562,500/-0-
Arthur J. Bacci......... -- -- 150,000/100,000 906,250/525,000
Marc Gresack............ -- -- -0-/200,000 -0-/-0-
William W. Uchimoto..... -- -- 280,000/-0- 1,825,000/-0-
Fred S. Weingard........ -- -- 888,750/-0- 4,501,172/-0-
</TABLE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Dover Group, Inc. and Fredric W. Rittereiser. On January 14, 1998, the
Company entered into an agreement with Dover and Mr. Rittereiser, whereby
Dover and Mr. Rittereiser agreed to reimburse the Company for $413,980 in
legal costs associated with a lawsuit brought by David N. Rosensaft against
the Company (the "Rosensaft lawsuit"), to the extent such costs were not
covered by the Company's directors' and officers' liability insurance carrier.
Dover and Mr. Rittereiser pledged 250,001 shares (adjusted for stock split) of
UTTC stock as collateral in support of their agreement to pay the legal costs
(the "Agreement to Pay Legal Costs"). The Company has submitted a claim to its
insurance carrier in the full amount of such legal costs. To date, the Company
and its insurance carrier have not reached agreement as to whether the legal
costs of the Rosensaft lawsuit are covered by the Company's directors and
officers' liability insurance policy.

On March 4, 1998, the U.S. District Court for the Southern District of New
York entered an order awarding damages against Dover and Mr. Rittereiser in
the Rosensaft lawsuit in the amount of $1.2 million. The Company and its
subsidiary, UTTC, had previously been dismissed as parties to the Rosensaft
lawsuit. On April 7, 1998, the Company's Board of Directors, after due
deliberation, concluded that the Company and UTTC derived

12
<PAGE>

mutual benefit from the Rosensaft settlement entered into by Dover and Mr.
Rittereiser. The Board resolved to fund one-third of the $1.2 million
settlement amount. Separately, UTTC agreed to fund one-third of the Rosensaft
settlement. On April 8, 1998, pursuant to a Repayment Agreement, the Company
loaned $380,000 to Dover and Mr. Rittereiser at an annual interest rate of 9%
for thirty months to satisfy their portion of the Rosensaft settlement (the
"Agreement to Pay Settlement Costs"). In exchange for the loan to satisfy the
Rosensaft settlement, Dover initially pledged 300,000 shares of Company Common
Stock under its control to the Company. On March 20, 2000, the Company, Dover
and Mr. Rittereiser amended the Agreement to Pay Settlement Costs and reduced
the number of shares of Company Common Stock subject to the pledge from
300,000 shares to 63,500 shares.

On April 3, 2000, the Board of Directors of the Company resolved to accept
from Dover and Mr. Rittereiser shares of common stock of Gomez Advisors, Inc.
equivalent in value to the amounts due and owing to the Company under the
Agreement to Pay Legal Costs and the Agreement to Pay Settlement Costs, or
approximately $794,000 plus accrued interest, as full and complete
satisfaction of the debt to the Company which Dover and Mr. Rittereiser owe
under those agreements. The number of shares of Gomez Advisors, Inc. stock to
be transferred to the Company will be determined at the time of the initial
public offering of common stock of Gomez Advisors, Inc. and will be valued at
the initial public offering price of such shares. It is anticipated that the
initial public offering will take place during 2000.

In April 2000, Mr. Rittereiser entered into an agreement with Morgan Stanley
Dean Witter ("Morgan Stanley") whereby he pledged certain shares of his
Company Common Stock in exchange for a loan from Morgan Stanley in the amount
of $500,000 to be used to defray Mr. Rittereiser's 1999 personal income tax
liability (the "Rittereiser Loan"). Morgan Stanley issued a request to the
Company to provide additional credit enhancements to secure the Rittereiser
Loan, in the form of a guarantee of the Rittereiser Loan by the Company. The
Company agreed to guarantee the Rittereiser Loan up to $500,000, on the
condition that Mr. Rittereiser secure the Company's guarantee with sufficient
personal collateral pledged to the Company and on the condition that the
guarantee shall only extend until such time that Mr. Rittereiser repays the
Rittereiser Loan or locates other collateral to substitute for the Company's
guarantee. Mr. Rittereiser agreed to secure the Company's guarantee of the
Rittereiser Loan with a first lien on residential real estate, which is valued
in excess of $500,000, and has agreed to repay the Rittereiser Loan and/or
locate substitute collateral for the Company's guarantee within a reasonable
period of time.

For the fiscal year ended March 31, 2000, the Company paid Dover $180,000 in
consulting fees for consulting services rendered and reimbursed expenses in
connection with the Company's financings and product development. Mr.
Rittereiser, the Company's Chairman and Chief Executive Officer, is the sole
stockholder, director and officer of Dover.

Adirondack Capital, LLC and K. Ivan F. Gothner. K. Ivan F. Gothner, a
director of the Company, is the managing director of Adirondack. Gomez
Advisors, a company affiliated with Ashton, paid Adirondack $50,000 during
April 1999 in conjunction with financial advisory services it provided in
connection with the offer and sale of Series B Convertible Preferred Stock by
Gomez Advisors. Mr. Gothner is a member of the Board of Directors of Gomez
Advisors.

On April 3, 1998, the Company entered into a Private Equity Line of Credit
Agreement (the "Private Equity Agreement") which provided for an aggregate
commitment of $18,000,000 to the Company. In connection with the Private
Equity Agreement, certain accredited investors agreed to purchase shares of
the Company's Series D and Series E Convertible Preferred Stock and granted
the Company certain put rights to cause the accredited investors to purchase
shares of the Company's Common Stock. As compensation for its services in
connection with the Private Equity Agreement, the Company paid Adirondack
$287,500 during fiscal 2000.

In addition, on May 2, 1997 the Company entered into a consulting
arrangement with Adirondack pursuant to which it pays Adirondack a consulting
fee of $10,000 per month in exchange for investment banking and financial
advisory services provided to the Company. On March 17, 1999, the Company
received an independent

13
<PAGE>

opinion from an investment banking firm stating that the fees paid to
Adirondack are comparable to fees that it would have been required to pay if
it had obtained such services from an unaffiliated third party. Commencing
April 1, 1999, Mr. Gothner began to receive a monthly board retainer fee of
$5,000 per month.

Kronish Lieb Weiner & Hellman LLP and Herbert Kronish. Kronish, Lieb, Weiner
& Hellman LLP, the law firm of which Herbert Kronish, a director of the
Company, is a Senior Partner, acted as counsel to the Company in various
matters during fiscal 2000 and was paid aggregate fees of $118,479 during that
period.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely upon a review of Forms 3, 4, and 5 and amendments thereto
furnished to the Company during and with respect to its most recent fiscal
year, the Company believes that all of its executive officers, directors and
persons who may have been deemed to be greater than 10% stockholders during
the year have made all filings required to be made under Section 16(a) of the
Securities Exchange Act of 1934, as amended, except that Marc Gresack, a
Company executive, filed one Form 3 that reported one transaction that was not
reported on a timely basis.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Introduction

The Compensation Committee of the Board of Directors is responsible for
developing and implementing compensation policies, plans and programs for our
executive officers to enhance our profitability, and thus stockholder value,
by providing for competitive levels of compensation, rewarding performance
that enhances profitability and encouraging long-term service. The
Compensation Committee's is comprised of a majority of persons who are not
current or former employees of our company.

The principal components of ongoing compensation of executive officers are
salary, an annual bonus tied to performance and stock option awards providing
incentives and rewards for long-term service and performance. The Compensation
Committee's functions include reviewing salary levels for executive officers
on an annual basis, establishing and determining the level of performance
targets upon which payment of annual bonuses is conditioned and other terms of
such annual bonuses, granting stock options and otherwise administering our
Incentive and Stock Option Plans. If approved and adopted by the Company's
stockholders, the Compensation Committee will administer our 2000 Incentive
Plan, which provides for the award of incentive and non-qualified stock
options, restricted Company stock, performance shares and performance units to
selected officers, directors, key employees and consultants of the Company and
its subsidiaries. The Compensation Committee acts on behalf of our company in
negotiating the terms of employment agreements (including modifications to
existing employment agreements) with executive officers and advises and makes
recommendations to the Board of Directors regarding the approval of such
employment agreements and adoption of compensation and benefit plans
(including amendments to existing plans) in which executive officers and
directors may participate.

The Compensation Committee intends that compensation paid to the Chairman of
the Board of Directors, Chief Executive Officer and President and the other
executive officers named in the Summary Compensation Table not be subject to
the limitation on tax deductibility under Section 162(m) of the Internal
Revenue Code, as amended (the "Code"), so long as this can be achieved in a
manner consistent with the Compensation Committee's other objectives. Code
Section 162(m) generally eliminates a corporation's tax deduction in a given
year for payments to certain named executive officers in excess of $1 million,
unless such payments result from "qualified performance-based compensation."
The Compensation Committee has been advised that compensation paid in fiscal
2000 will not be subject to the limitation on deductibility under Code Section
162(m).

14
<PAGE>

Compensation Of The Chief Executive Officer

In prior fiscal years, including the 2000 fiscal year, the Company's Chief
Executive Officer was compensated through a consulting arrangement with The
Dover Group, Inc. Beginning with the 2001 fiscal year the Company and Mr.
Rittereiser have agreed in principal upon a direct compensation arrangement
pursuant to an employment agreement that will be executed by the parties
during July 2000. In establishing the compensation to be paid to the Chief
Executive Officer, the Committee seeks to maintain a level of total current
compensation that is competitive with that of chief executives of certain
other companies in the e-commerce financial services industry at comparable
stages of development. In addition, in order to align Mr. Rittereiser's
interests with the long-term interests of the Company's stockholders, the
Compensation Committee attempts to make a significant portion of the value of
his total compensation dependent on the long-term appreciation of the
Company's stock price.

At the Company's current stage of development, the Compensation Committee
believes that Mr. Rittereiser's performance as Chairman and Chief Executive
Officer of the Company must be evaluated almost exclusively using subjective
criteria, including the Committee's evaluation of the Company's progress in
attracting and retaining senior management, identifying new strategic
partners, identifying and securing partners both domestically and
internationally for marketing the Company's products, identifying and
acquiring new technology opportunities, identifying and acquiring companies
that promote the strategic interests of the Company and its subsidiaries,
maintaining relationships with the Philadelphia Stock Exchange and other
significant entities and stakeholders and raising the necessary capital to
fund the Company's growth.

In evaluating and establishing Mr. Rittereiser's current compensation
package, the Committee considered the following accomplishments of the Company
during fiscal 2000:

. The launch of the eVWAP(TM) trading system, and the subsequent "ramping up"
of the system in both the number of users and the number of clearing firms
committed to the system.

. The hiring of several senior marketing executives to broaden the Company's
institutional marketing focus.

. The acquisition of E-Trustco.com Inc. by the Company's subsidiary
Electronic Market Center, Inc.

. The execution of definitive agreements to market the eVWAP(TM) trading
system in Hong Kong with Kingsway Electronic Services Ltd., and in Toronto
with the Toronto Stock Exchange.

. The conceptualization of expanded product offerings for UTTC.

Given the significant role played by Mr. Rittereiser in each of the above-
noted accomplishments, the Committee set Dover's fiscal 2000 consulting fees
at $180,000, which is a decrease from its fiscal 1999 consulting fees of
$235,000. Upon the execution of the employment agreement between Mr.
Rittereiser and the Company, which is still subject to final negotiations,
beginning with the 2001 fiscal year, Mr. Rittereiser will receive an option to
purchase 500,000 shares of Company common stock, and his salary will be set at
$300,000 per year for services to UTTC, plus $5,000 per month for services to
Ashton. The Committee believes that each of these actions was particularly
appropriate given Mr. Rittereiser's performance during fiscal 2000 and in
order to maintain his compensation at a competitive level compared to that of
the chief executive officers of other similarly sized and positioned e-
commerce financial services companies.

Compensation Of Other Executive Officers

Our compensation program for other executive officers is reviewed annually
to provide amounts generally consistent with the range paid by companies in
similar industries, but without pegging such amounts to a specific percentile.
The salary increases and option grants for fiscal 2000 were intended to
highlight the strong link between each executive officer's annual compensation
and the Company's target level of performance.

On the basis of the Company's performance during fiscal 1999 and 2000, the
Committee reapportioned Mr. Weingard's salary from $185,000 per year (with a
guaranteed semi-annual bonus of $40,000) to $265,000

15
<PAGE>

(without a guaranteed bonus), increased Mr. Bacci's salary from $180,000 per
year to $210,000 per year, and increased Mr. Uchimoto's salary from $190,000
to $210,000.

The Committee did not authorize the grant of stock options to any executive
officer during fiscal 2000, other than Mr. Weingard, who was granted a five-
year option to purchase 100,000 shares of Common Stock at a price of $10.50
per share, in connection with the renegotiation of his Employment Agreement.

K. Ivan F. Gothner, Chairman
Thomas G. Brown
Richard E. Butler

REPORT OF THE AUDIT COMMITTEE

The Audit Committee has reviewed the Company's audited financial statements
for the last fiscal year and discussed them with management.

The Company's independent auditors, Goldstein Golub Kessler LLP ("GGK"),
have discussed with the Audit Committee the quality, in their judgment, as
well as the acceptability of the Company's accounting principles as applied in
its financial reporting. GGK, the Audit Committee and management have
discussed matters such as the consistency, clarity and completeness of
accounting policies and disclosures, the reasonableness of significant
judgments and accounting estimates, significant audit adjustments, and such
other matters as are required to be discussed with the Committee under
generally accepted auditing standards.

GGK has disclosed to the Audit Committee, in writing, all relationships
between GGK and its related entities and the Company and its related entities
that, in GGK's professional judgment, may reasonably be thought to bear on
independence and has confirmed that, in its professional judgment, GGK is
independent of the Company within the meaning of the Securities Act of 1933,
as amended. GGK has also discussed its independence with the Audit Committee.

The Audit Committee, based on the review and discussions described above,
has recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
last fiscal year.

Richard E. Butler, Chairman
Thomas G. Brown
K. Ivan F. Gothner

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<PAGE>

PERFORMANCE GRAPH

The following graph compares the percentage change in cumulative total
stockholder return on our common stock since May 2, 1996, the date our shares
began trading on The Nasdaq Stock Market, with the cumulative total return on
the Russell 2000 Index and a Peer Group(1) over the same period. The
comparison assumes $100 was invested on May 2, 1996 in the common stock and in
each of the indices and assumes reinvestment of dividends, if any, from that
date to May 31, 2000. The Company has not paid cash dividends on the common
stock. Historic stock prices are not indicative of future stock price
performance.

PERFORMANCE GRAPH

(1) The Peer Group consists of companies that provide products and/or
services that are related to those of Ashton. The returns of each company
have been weighted according to their respective stock market
capitalization for purposes of arriving at the Peer Group average. The
members of the Peer Group are as follows: Ameritrade Holding Corporation,
Donaldson Lufkin & Jenrette, E*Trade Group, Inc., Investment Technology
Group, Inc., Knight Trimark Group, Inc., National Discount Brokers Group,
Inc., and Track Data Corporation.

17
<PAGE>

PROPOSAL II: AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT HOLDERS OF
COMMON STOCK VOTE "FOR" THE APPROVAL OF PROPOSAL TWO.

The Certificate of Incorporation currently authorizes the issuance of
60,000,000 shares of Common Stock, par value $.01 per share. Holders of Common
Stock are entitled to one vote per share on all matters to be voted upon by
the stockholders and to receive such dividends, if any, that are declared by
the Board of Directors. The Common Stock has no other rights and there are no
preemptive or sinking fund provisions applicable to the Common Stock. If the
Company issues any additional shares of Common Stock, your rights as holders
of Common Stock could be affected, your proportionate ownership interest in
the Company could be diluted, and the value of your Common Stock could be
reduced.

On May 31, 2000, the Board approved an amendment to the Certificate of
Incorporation to increase the authorized number of shares of Common Stock from
60,000,000 to 100,000,000. The form of the amendment approved by the Board and
to be considered at the Annual Meeting is attached as Exhibit B to this Proxy
Statement.

As of June 30, 2000, the Company had 28,194,194 shares of Common Stock
issued and outstanding, and of the remaining 31,805,806 authorized but
unissued shares of Common Stock, the Company has reserved approximately
4,506,398 shares in connection with the conversion of Outstanding Preferred
Stock, 4,550,219 shares in connection with the exercise of outstanding
warrants, and 8,605,461 shares in connection with the possible exercise of the
Company's options. Of those shares reserved for the possible exercise of the
Company's options, 8,548,127 shares have been already granted, and 57,334
shares remain reserved for future grants. Therefore, of the 31,805,806 shares
authorized and unissued, only 14,143,728 shares remain unissued and
unreserved. The Board of Directors of the Company believes that this amount of
unissued and unreserved shares of Common Stock is inadequate to provide the
Company with the flexibility necessary to take advantage of corporate
opportunities as they may arise.

The purpose of Proposal Two is to authorize 40,000,000 additional shares of
Common Stock. If this proposal is approved by the holders of Common stock, the
increased number of authorized shares of Common Stock will be available for
issuance from time to time pursuant to the Company's stock option plans, upon
exercise of other warrants or options and for such purposes and consideration
as the Board may approve without further stock holder approval, except such
approval as may be required by law or the regulations of the Nasdaq Stock
Market. Such purposes may include additional public and private issuances of
Common Stock or Preferred Stock or other securities convertible into Common
Stock in connection with financing transactions, acquisitions or other
corporate transactions, as well as stock dividends, warrants, stock option
plans and other stock-based incentive or compensation programs, such as the
2000 Incentive Plan. The availability of additional shares of Common Stock for
issuance, without delay and expense of obtaining stockholder approval, will
afford the Company greater flexibility in acting upon opportunities and
transactions, if any, which may arise in the future.

The proposed increase in the authorized number of shares of Common Stock
could have a number of effects on the Company's stockholders depending on the
exact nature and circumstances of any actual issuances of authorized but
unissued shares. The increase could deter takeovers, in that additional shares
could be issued (within the limits imposed by applicable law) in one or more
transactions that could make a change in control or takeover of the Company
more difficult. For example, additional shares could be issued by the Company
so as to dilute the stock ownership or voting rights of persons seeking to
obtain control of the Company. Similarly, the issuance of additional shares to
certain persons allied with the Company's management could have the effect of
making it more difficult to remove the Company's current management by
diluting the stock ownership or voting rights of persons seeking to cause such
removal. In addition, an issuance of additional shares by the Company could
have an effect on the potential realizable value of a stockholder's
investment. In the absence of a

18
<PAGE>

proportionate increase in the Company's earnings and book value, an increase
in the aggregate number of outstanding shares of the Company caused by the
issuance of the additional shares would dilute the earnings per share and book
value per share of all outstanding shares of the Company's Common Stock. If
such factors were reflected in the price per share of Common Stock, the
potential realizable value of a stockholder's investment could be adversely
affected. The Common Stock has no preemptive rights to purchase additional
shares.

The Board, within the limitations and restrictions contained in the
Certificate of Incorporation and without further action by the Company's
holders of Common Stock, has the authority to issue Common Stock from time to
time.

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<PAGE>

PROPOSAL III: ADOPTION OF 2000 INCENTIVE PLAN

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT HOLDERS OF
COMMON STOCK VOTE "FOR" THE APPROVAL OF PROPOSAL THREE.

At the annual meeting, stockholders will be asked to approve the 2000
Incentive Plan (the "Plan"). The Plan is designed to enable the Company to
offer certain officers, key employees, directors and consultants of the
Company and its subsidiaries equity interests in the Company and other
incentive awards in order to attract, retain and reward such individuals and
to strengthen the mutuality of interests between such individuals and the
Company's stockholders. The Plan is set forth in full as Exhibit C to this
Proxy Statement and is incorporated herein by reference.

Administration

The Plan will be administered by the Compensation Committee. The
Compensation Committee, subject to the provisions of the Plan, will have the
authority to determine and designate officers, key employees, directors and
consultants to whom awards shall be made and the terms, conditions and
restrictions applicable to each award (including, but not limited to, the
option price, any restriction or limitation, any vesting schedule or
acceleration thereof, and any forfeiture restrictions). The Compensation
Committee may, in its sole discretion, accelerate the vesting of awards or
extend the period during which an option may be exercised after an optionee
ceases to be an employee, director or consultant of the Company, but not
beyond the expiration of its stated term.

Types of Awards

The Plan contains provisions for granting various awards, including non-
qualified stock options, incentive stock options as defined in Section 422 of
the Code, restricted stock, performance shares and performance units.

Stock Options. A "stock option" is a contractual right to purchase a number
of shares of Common Stock at a price determined on the date the option is
granted. The option price per share of Common Stock purchasable upon exercise
of a stock option and the time or times at which such options shall be
exercisable shall be determined by the Compensation Committee at the time of
grant. Such option price shall not be less than 100% of the fair market value
of the Common Stock on the date of grant. Unless otherwise determined by the
Compensation Committee, the option price may be paid in whole or in part in
the form of Common Stock already owned by the participant or by reduction in
the number of shares of Common Stock issuable upon such exercise, based on the
fair market value of the Common Stock on the date of exercise.

Options shall be exercisable at the times and subject to the conditions
determined by the Compensation Committee at the date of grant, but no option
may be exercisable more than ten years after the date it is granted. If the
optionee ceases to be an employee, director or consultant of the Company for
any reason other than death, disability or retirement, any option exercisable
on the date of the termination of employment may be exercised for a period of
thirty days (unless otherwise determined by the Compensation Committee at or
after the date of grant) or until the expiration of the stated term of the
option, whichever period is shorter. In the event of the optionee's death,
disability or retirement, any option exercisable at the date of death or the
date on which disability or retirement commenced may be exercised for a period
of one year from the date of death or commencement of disability or retirement
(unless otherwise determined by the Compensation Committee at or after the
date of grant) or until the expiration of the stated term of the option,
whichever period is shorter.

Restricted Stock. "Restricted stock" are shares of Common Stock that will be
issued to a recipient at the end of a restriction period specified by the
Compensation Committee if he or she continues to be an employee, director or
consultant of the Company. If the recipient remains an employee, director or
consultant at the end of the restriction period, the applicable restrictions
will lapse and the Company will issue a stock certificate representing such
shares of Common Stock to the participant. If the recipient ceases to be an
employee, director

20
<PAGE>

or consultant of the Company for any reason (including death, disability or
retirement) before the end of the restriction period, the restricted stock
award will be forfeited.

Performance Share. A "performance share" is an award of the right to receive
stock at the end of a specified performance period only if specified
performance goals are met. The Plan provides that performance goals may be
based on the Company's stock price, return on assets, return on capital
employed, return on shareholders' equity, earnings, earnings per share, total
shareholder return, costs or such other objective performance goals as may be
established by the Compensation Committee from time to time. Performance
shares shall be forfeited if the recipient ceases to be an employee, director
or consultant during the performance period for any reason (including death,
disability or retirement).

Performance Unit. A "performance unit" is an award of the right to receive a
fixed dollar amount, payable in cash or stock of an equivalent value, at the
end of a specified performance period only if specified performance goals are
met. The Plan provides that performance goals may be based on the Company's
stock price, return on assets, return on capital employed, return on
shareholders' equity, earnings, earnings per share, total shareholder return,
costs or such other objective performance goals as may be established by the
Compensation Committee from time to time. Performance units will be forfeited
if the recipient ceases to be an employee, director or consultant during the
performance period for any reason (including death, disability or retirement).

Forfeiture. Unless otherwise determined by the Compensation Committee at the
time of grant, any award of stock options, restricted stock, performance
shares or performance units will be immediately forfeited if the Compensation
Committee finds (after full consideration of the facts presented on behalf of
both the Company and the participant) that the participant breached his or her
employment or service contract with the Company or has been engaged in
disloyalty to the Company or has disclosed trade secrets or confidential
information of the Company. In such event, the participant will also forfeit
all shares of Common Stock for which the Company has not yet delivered the
share certificates (upon refund by the Company of the option price in the case
of stock options).

Eligibility

Officers and other key employees, directors and consultants of the Company
and its subsidiaries are eligible to be granted stock options, restricted
stock, performance shares and performance units under the Plan. Eligibility
shall be determined by the Compensation Committee. Approximately fifty (50)
employees, eight (8) directors and nine (9) consultants are currently eligible
to receive awards under the Plan.

Shares Subject to the Plan

The maximum number of shares of Common Stock that may be issued pursuant to
awards granted under the Plan is 3,000,000. Such shares may be either
authorized and unissued shares or issued shares reacquired by the Company and
held in treasury. The Plan limits the number of shares of Common Stock with
respect to which options may be granted to any individual during any calendar
year to 500,000. It also limits the number of performance shares that may be
awarded to any individual during any calendar year to 250,000 shares and the
dollar amount of any performance units to $1,000,000. The aggregate number of
shares issuable under the Plan, the maximum individual limit for option
grants, and performance shares and the number of shares subject to options and
awards outstanding under the Plan are subject to adjustment in the event of a
merger, reorganization, consolidation, recapitalization, dividend (other than
a regular cash dividend), stock split or other change in corporate structure
affecting the Common Stock. Shares subject to options that expire, terminate
or are cancelled unexercised, shares of restricted stock that have been
forfeited to the Company and shares that are not issued as a result of
forfeiture or termination of an award of performance shares may be reissued
under the Plan.

21
<PAGE>

Section 162(m)

Under Section 162(m) of the Code, the Company may deduct, for federal income
tax purposes, compensation paid to its chief executive officer and four other
most highly compensated executive officers only to the extent that such
compensation does not exceed $1,000,000 for any individual during any year,
provided that compensation that qualifies as "performance-based compensation"
is not counted toward the $1,000,000 limit. The Plan includes features
necessary for certain awards thereunder to qualify as "performance-based
compensation."

To so qualify, stock options granted under the Plan must have an exercise
price per share that is not less than the fair market value of a share of the
Company's Common Stock on the date of grant. Performance shares and
performance units may qualify for the exemption only if (i) the Compensation
Committee establishes in writing objective performance goals for such awards
no later than 90 days after the commencement of the performance period and
(ii) no payments are made to participants pursuant to the awards until the
Compensation Committee certifies in writing that the applicable performance
goals have been met.

Federal Tax Consequences

The Federal income tax discussion set forth below is intended for general
information only. State and local income tax consequences are not discussed,
and may vary from locality to locality.

Non-Qualified Options. Under present Treasury regulations, an optionee who
is granted a non-qualified option will not realize taxable income at the time
the option is granted. In general, an optionee will be subject to tax for the
year of exercise on an amount of ordinary income equal to the excess of the
fair market value of the shares on the date of exercise over the option price,
and the Company will receive a corresponding deduction. Income tax withholding
requirements apply upon exercise. The optionee's basis in the shares so
acquired will be equal to the option price plus the amount of ordinary income
upon which he is taxed. Upon subsequent disposition of the shares, the
optionee will realize capital gain or loss, long-term or short-term, depending
upon the length of time the shares are held after the option is exercised.

Incentive Options. An optionee is not taxed at the time an incentive option
is granted. The tax consequences upon exercise and later disposition depend
upon whether the optionee was an employee of the Company or a subsidiary at
all times from the date of grant until three months preceding exercise (one
year in the case of death or disability) and on whether the optionee holds the
shares for more than one year after exercise and two years after the date of
grant of the option.

If the optionee satisfies both the employment rule and the holding rule, for
regular tax purposes the optionee will not realize income upon exercise of the
option and the Company will not be allowed an income tax deduction at any
time. The difference between the option price and the amount realized upon
disposition of the shares by the optionee will constitute a long-term capital
gain or a long-term capital loss, as the case may be.

If the optionee meets the employment rule but fails to observe the holding
rule (a "disqualifying disposition"), the optionee generally recognizes as
ordinary income, in the year of the disqualifying disposition, the excess of
the fair market value of the shares at the date of exercise over the option
price. Any excess of the sales price over the fair market value at the date of
exercise will be recognized by the optionee as capital gain (long-term or
short-term depending on the length of time the stock was held after the option
was exercised). If, however, the sales price is less than the fair market
value at the date of exercise, then the ordinary income recognized by the
optionee is generally limited to the excess of the sales price over the option
price. In both situations, the Company's tax deduction is limited to the
amount of ordinary income recognized by the optionee. Under current Internal
Revenue Service guidelines, the Company is not required to withhold any
Federal income tax in the event of a disqualifying disposition.

Different consequences will apply for an optionee subject to the alternative
minimum tax.

22
<PAGE>

Restricted Stock. Recipients of shares of restricted stock that are not
"transferable" and are subject to "substantial risk of forfeiture" at the time
of grant will not be subject to Federal income taxes until lapse or release of
the restrictions on the shares. The recipient's income and the Company's
deduction will be equal to the fair market value of the shares on the date of
lapse or release of such restrictions.

Performance Shares and Performance Units. A participant is not taxed upon
the grant of performance shares or performance units. Upon receipt of the
underlying shares or cash, he will be taxed at ordinary income tax rates on
the amount of cash received and/or the current fair market value of stock
received, and the Company will be entitled to a corresponding tax deduction.
The participant's basis in any shares acquired pursuant to the settlement of
performance shares or units will be equal to the amount of ordinary income on
which he was taxed and, upon subsequent disposition, any gain or loss will be
capital gain or loss.

Withholding. The Company shall have the right to reduce the number of shares
of Common Stock deliverable pursuant to the Plan by an amount which would have
a fair market value equal to the amount of all federal, state or local taxes
to be withheld, based on the tax rates then in effect or the tax rates that
the Company reasonably believes will be in effect for the applicable tax year,
or to deduct the amount of such taxes from any cash payment to be made to the
participant, pursuant to the Plan or otherwise.

Awards

It is not possible to predict the individuals who will receive future awards
under the Plan or the number of shares of Common Stock covered by any future
award because such awards are wholly within the discretion of the Compensation
Committee.

On July 12, 2000, the closing price of a share of the Company's Common Stock
on the Nasdaq Stock Market was $3.4375.

Termination or Amendment of the Plan

The Board may at any time amend, discontinue, or terminate all or any part
of the Plan, provided, however, that unless otherwise required by law, the
rights of a participant may not be impaired without his or her consent, and
provided that the Company will seek the approval of the Company's stockholders
for any amendment if such approval is necessary to comply with the Internal
Revenue Code, federal or state securities laws or any other applicable rules
or regulations. Unless sooner terminated, the Plan will expire on August 1,
2010 and no awards may be granted after that date.

23
<PAGE>

INDEPENDENT AUDITORS

The Board of Directors has selected the firm of Goldstein Golub Kessler LLP
("GGK") as independent auditors for the Company for the fiscal year which
began on April 1, 2000. Representatives of GGK are expected to be present at
the Annual Meeting and will have the opportunity to make a statement if they
so desire and will be available to respond to appropriate questions.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

FINANCIAL INFORMATION

The Company's financial statements for the year ended March 31, 2000 are
included in the Company's 2000 Annual Report to Stockholders, which is being
mailed to the Company's stockholders with this Proxy Statement. The Company
will provide, without charge, to each stockholder, upon such stockholder's
written or oral request, a copy of the Company's Annual Report on Form 10-K
for the fiscal year ended March 31, 2000, which was filed with the Securities
and Exchange Commission, by first class mail or other equally prompt means
within one business day of receipt of such request. Requests for such
documents should be directed to the Secretary of the Company at 1900 Market
Street, Suite 701, Philadelphia, PA 19103, telephone (215) 751-1900. The
Company is incorporating by reference into this proxy statement the financial
information in its Annual Report on Form 10-K, including the financial
statements, management's discussion and analysis of financial condition and
results of operations, changes in and disagreements with accountants on
accounting and financial disclosure, and quantitative and qualitative
disclosures about market risk.

STOCKHOLDER PROPOSALS

Stockholders may submit proposals on matters appropriate for stockholder
action at the Company's annual meetings consistent with regulations adopted by
the SEC. For stockholder proposals to be considered by the Board of Directors
for inclusion in the proxy statement and form of proxy relating to the 2001
Annual Meeting of Stockholders, the Company must receive them not later than
March 30, 2001. If any stockholder wishes to present a proposal to the 2001
Annual Meeting of Stockholders that is not included in the proxy statement
relating to such meeting and fails to submit such proposal to the Secretary of
the Company on or before June 13, 2001, then the Board of Directors will be
allowed to use its discretionary voting authority when the proposal is raised
at the Annual Meeting, without any discussion of the matter in its proxy
statement. All proposals should be addressed to the Company at 1900 Market
Street, Suite 701, Philadelphia, PA 19103, Attention: President. Nothing in
this paragraph shall be deemed to require the Company to include in its proxy
materials relating to such Annual Meeting of Stockholders any stockholder
proposal which does not meet all of the requirements for inclusion established
by the SEC and the Company's Bylaws at that time in effect.

24
<PAGE>

OTHER MATTERS

Management does not know of any other matters to come before the Annual
Meeting. However, if any additional matters are properly presented at the
meeting, it is the intention of the persons named in the accompanying proxy to
vote such proxy in accordance with their best judgment on such matters.

By Order of the Board of Directors,
/s/ Fredric W. Rittereiser
Fredric W. Rittereiser
Chairman and Chief Executive Officer

July 28, 2000

25
<PAGE>

EXHIBIT A

THE ASHTON TECHNOLOGY GROUP, INC.

AUDIT COMMITTEE CHARTER

The Audit Committee (the "Committee") of the Board of Directors (the
"Board") of The Ashton Technology Group, Inc. (the "Company"), will have the
oversight responsibility, authority and specific duties as described below.

Composition

The Committee will be comprised of three or more directors as determined by
the Board. At least three of the members of the Committee will meet the
independence and experience requirements of The Nasdaq Stock Market, Inc. (the
"Nasdaq"). The members of the Committee will be elected annually at the
organizational meeting of the full Board held in September and will be listed
in the annual report to stockholders. One of the members of the Committee will
be elected Committee Chair by the Board.

Responsibility

The Committee is a part of the Board. It's primary function is to assist the
Board in fulfilling its oversight responsibilities with respect to (i) the
annual financial information to be provided to stockholders and the Securities
and Exchange Commission (the "SEC"); (ii) the system of internal controls that
management has established; and (iii) the external audit process. In addition,
the Committee provides an avenue for communication between the independent
auditors, financial management and the Board. The Committee should have a
clear understanding with the independent auditors that they must maintain an
open and transparent relationship with the Committee, and that the ultimate
accountability of the independent auditors is to the Board and the Committee.
The Committee will make regular reports to the Board concerning its
activities.

While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete
and accurate and are in accordance with generally accepted accounting
principles. This is the responsibility of management and the independent
auditor. Nor is it the duty of the Audit Committee to conduct investigations,
to resolve disagreements, if any, between management and the independent
auditor or to assure compliance with laws and regulations and the Company's
business conduct guidelines.

Authority

Subject to prior approval of the Board, the Committee is granted the
authority to investigate any matter or activity involving financial accounting
and financial reporting, as well as the internal controls of the Company. In
that regard, the Committee will have the authority to approve the retention of
external professionals to render advice and counsel in such matters. All
employees will be directed to cooperate with respect thereto as requested by
members of the Committee.

Meetings

The Committee is to meet at least four times annually and as many additional
times as the Committee deems necessary. Content of the agenda for each meeting
should be cleared by the Committee Chair. The Committee is to meet in separate
executive sessions with the chief financial officer and independent auditors
at least once each year and at other times when considered appropriate.

A-1
<PAGE>

Attendance

Committee members will strive to be present at all meetings. As necessary or
desirable, the Committee Chair may request that members of management and
representatives of the independent auditors be present at Committee meetings.

Specific Duties

In carrying out its oversight responsibilities, the Committee will:

1. Review and reassess the adequacy of this charter annually and recommend
any proposed changes to the Board for approval. This should be done in
compliance with applicable Nasdaq Audit Committee Requirements.

2. Review with the Company's management and independent auditors the
Company's accounting and financial reporting controls. Obtain annually
in writing from the independent auditors their letter as to the
adequacy of such controls.

3. Review with the Company's management and independent auditors
significant accounting and reporting principles, practices and
procedures applied by the Company in preparing its financial
statements. Discuss with the independent auditors their judgments about
the quality, not just the acceptability, of the Company's accounting
principles used in financial reporting.

4. Review the scope, plan and general extent of the independent auditors'
annual audit. The Committee's review should include an explanation from
the independent auditors of the factors considered by the auditors in
determining the audit scope, including the major risk factors. The
independent auditors should confirm to the Committee that no
limitations have been placed on the scope or nature of their audit
procedures. The Committee will review annually with management the fee
arrangement with the independent auditors.

5. Review with management and the independent auditors the coordination of
audit effort to assure completeness of coverage, reduction of redundant
efforts and the effective use of audit resources.

6. Inquire as to the independence of the independent auditors and obtain
from the independent auditors, at least annually, a formal written
statement delineating all relationships between the independent
auditors and the Company as contemplated by Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees.

7. Have a predetermined arrangement with the independent auditors that
they will advise the Committee through its Chair and management of the
Company of any matters identified through procedures followed for
interim quarterly financial statements, and that such notification is
to be made prior to the related press release or, if not practicable,
prior to the filing of the Company's Form 10-Q. Also receive a written
confirmation provided by the independent auditors at the end of each of
the first three quarters of the year that they have nothing to report
to the Committee, if that is the case, or the written enumeration of
required reporting issues.

8. At the completion of the annual audit, review with management and the
independent auditors the following:

-- The annual financial statements and related footnotes and financial
information to be included in the Company's annual report to
stockholders and on Form 10-K.

-- Results of the audit of the financial statements and the related
report thereon and, if applicable, a report on changes during the
year in accounting principles and their application.

-- Significant changes to the audit plan, if any, and any serious
disputes or difficulties with management encountered during the
audit. Inquire about the cooperation received by the independent
auditors during their audit, including access to all requested
records, data and

A-2
<PAGE>

information. Inquire of the independent auditors whether there have
been any disagreements with management, which, if not satisfactorily
resolved, would have caused them to issue a nonstandard report on the
Company's financial statements.

-- Other communications as required to be communicated by the
independent auditors by Statement of Auditing Standards ("SAS") 61,
as amended by SAS 90, relating to the conduct of the audit. Further,
receive a written communication provided by the independent auditors
concerning their judgment about the quality of the Company's
accounting principles, as outlined by SAS 61, as amended by SAS 90,
and that they concur with management's representation concerning
audit adjustments.

If deemed appropriate after such review and discussion, recommend to
the Board that the financial statements be included in the Company's
annual report on Form 10-K.

9. After preparation by management and review by the independent
auditors, approve the report required under SEC rules to be included
in the Company's annual proxy statement. The Audit Committee charter
is to be published as an appendix to the proxy statement every three
years.

10. Discuss with the independent auditors the quality of the Company's
financial and accounting personnel. Also, elicit the comments of
management regarding the responsiveness of the independent auditors to
the Company's needs.

11. Meet with management and the independent auditors to discuss any
relevant significant recommendations that the independent auditors may
have, particularly those characterized as "material" or "serious."
Typically, such recommendations will be presented by the independent
auditors in the form of a Letter of Comments and Recommendations to
the Committee. The Committee should review responses of management to
the Letter of Comments and Recommendations from the independent
auditors and receive follow-up reports on action taken concerning the
aforementioned recommendations.

12. Recommend to the Board the selection, retention or termination of the
Company's independent auditors.

13. Review with management and the independent auditors the methods used
to establish and monitor the Company's policies with respect to
unethical or illegal activities by Company' employees that may have a
material impact on the financial statements.

14. Generally as part of the review of the annual financial statements,
receive an oral report(s), at least annually, from the Company's
general counsel concerning legal and regulatory matters that may have
a material impact on the financial statements.

15. As the Committee may deem appropriate, obtain, weigh and consider
expert advice as to Audit Committee related rules of the SEC, Nasdaq,
Statements on Auditing Standards and other accounting, legal and
regulatory provisions.

16. Consider results of the independent auditors' last peer review,
litigation status and disciplinary actions, if any.

17. Inquire of management and the independent auditors about significant
risks or exposures that exist and assess the steps management has
taken to minimize such risks and exposures to the Company or any of
its subsidiaries.

18. Review policies and procedures with respect to officers' expense
accounts and perquisites, including their use of corporate assets and
consider the results of any review of this area by management or the
independent auditors.

A-3
<PAGE>

EXHIBIT B

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

THE ASHTON TECHNOLOGY GROUP, INC.

---------------------------------

Pursuant to Section 242 of the General
Corporation Law of the State of Delaware

---------------------------------

The Ashton Technology Group, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the
"Corporation"), hereby certifies as follows:

1. The Certificate of Incorporation of the Corporation was filed in the
office of the Secretary of State of Delaware on February 16, 1994 and
amendments to the Certificate of Incorporation were subsequently duly filed
and recorded (the Certificate of Incorporation together with such amendments
shall be hereinafter referred to as the "Certificate of Incorporation").

2. The first paragraph of ARTICLE FOURTH of the Certificate of Incorporation
is hereby amended to read in full as follows:

FOURTH: The total number of all classes of stock which the Corporation
shall have authority to issue shall be 103,000,000, of which 100,000,000
shares shall be common stock, having a par value of $0.01 per share, and of
which 3,000,000 shares shall be preferred stock, having a par value of
$0.01 per share.

3. The aforesaid amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this certificate to be signed by its Chief Executive
Officer and attested by its Secretary this day of , 2000.

The Ashton Technology Group, Inc.

By:__________________________________
Fredric W. Rittereiser
Chairman and Chief Executive
Officer

[Corporate Seal]

Attest:

By:__________________________________
Mark I. Salvacion
Secretary

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EXHIBIT C

THE ASHTON TECHNOLOGY GROUP, INC.

2000 INCENTIVE PLAN

ARTICLE I

Purpose

The purpose of this 2000 Incentive Plan (the "Plan") is to enable The Ashton
Technology Group, Inc. (the "Company") to offer certain officers, key
employees, directors and consultants of the Company and its subsidiaries
equity interests in the Company and other incentive awards, including
performance-based stock incentives, thereby attracting, retaining and
rewarding such persons, and strengthening the mutuality of interests between
such persons and the Company's stockholders.

ARTICLE II

Definitions

For purposes of this Plan, the following terms shall have the following
meanings:

II.1 "Award" shall mean an award under this Plan of Stock Options,
Restricted Stock, Performance Shares or Performance Units.

II.2 "Board" shall mean the Board of Directors of the Company.

II.3 "Code" shall mean the Internal Revenue Code of 1986, as amended.

II.4 "Committee" shall mean the Compensation Committee of the Board,
consisting of two or more Directors.

II.5 "Common Stock" shall mean the Common Stock, par value $.01 per share,
of the Company.

II.6 "Disability" shall mean Total Disability as defined in the Company's
long-term disability plan.

II.7 "Fair Market Value" for purposes of this Plan, unless otherwise
required by any applicable provision of the Code or any regulations issued
thereunder, shall mean, as of any date, the average of the high and low sales
prices of a share of Common Stock for such day as reported on the principal
national securities exchange on which the Common Stock is listed or admitted
to trading, or, if not listed or traded on any such exchange, the Nasdaq Stock
Market ("Nasdaq"), or, if such sales prices are not available, the average of
the bid and asked prices per share reported on Nasdaq for such day, or, if
such quotations are not available, the fair market value as determined by the
Board, which determination shall be conclusive.

II.8 "Incentive Stock Option" shall mean any Stock Option awarded under this
Plan intended to be and designated as an "Incentive Stock Option" within the
meaning of Section 422 of the Code.

II.9 "Non-Qualified Stock Option" shall mean any Stock Option awarded under
this Plan that is not an Incentive Stock Option.

II.10 "Participant" shall mean an individual to whom an Award has been made
pursuant to this Plan.

II.11 "Performance Cycle" shall have the meaning set forth in Section 9.1.

II.12 "Performance Period" shall have the meaning set forth in Section 8.1.

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II.13 "Performance Share" shall mean an Award made pursuant to Article VIII
of this Plan of the right to receive Common Stock at the end of a specified
Performance Period.

II.14 "Performance Unit" shall mean an Award made pursuant to Article IX of
this Plan of the right to receive a fixed dollar amount, payable in cash or
Common Stock or a combination of both, at the end of a specified Performance
Cycle.

II.15 "Restricted Stock" shall mean an Award of shares of Common Stock under
this Plan that is subject to restrictions under Article VII.

II.16 "Restriction Period" shall have the meaning set forth in Section
7.2(c).

II.17 "Retirement" shall mean retirement from employment with the Company or
one of its subsidiaries in accordance with the Company's 401(k) Plan.

II.18 "Stock Option" or "Option" shall mean any option to purchase shares of
Common Stock granted pursuant to Article VI.

II.19 "Termination of Employment" shall mean (a) termination of an
employee's employment with the Company and all of its subsidiaries for reasons
other than a military or personal leave of absence granted by the Company, (b)
termination of a Director's service as a member of the Board or (c)
termination of a consultant's consulting relationship with the Company.

ARTICLE III

Administration

III.1 The Committee. The Plan shall be administered and interpreted by the
Committee.

III.2 Awards. The Committee shall have full authority to grant, pursuant to
the terms of this Plan, to persons eligible under Article V: (i) Stock
Options, (ii) Restricted Stock, (iii) Performance Shares and (iv) Performance
Units. In particular, the Committee shall have the authority:

(1) to select the persons eligible under Article V to whom Stock Options,
Restricted Stock, Performance Shares and Performance Units may from
time to time be granted hereunder;

(2) to determine whether and to what extent Incentive Stock Options, Non-
Qualified Stock Options, Restricted Stock, Performance Shares and
Performance Units, or any combination thereof, are to be granted
hereunder to one or more persons eligible under Article V;

(3) to determine the number of shares of Common Stock to be covered by
each Award granted hereunder; and

(4) to determine the terms and conditions, not inconsistent with the terms
of this Plan, of any Award granted hereunder (including, but not
limited to, the term, the option price, any restriction or limitation,
any vesting schedule or acceleration thereof, or any forfeiture
restrictions or waiver thereof, regarding any Award and the shares of
Common Stock relating thereto, based on such factors as the Committee
shall determine, in its sole discretion).

III.3 Guidelines. Subject to Article X hereof, the Committee shall have the
authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing this Plan as it shall, from time to time, deem advisable;
to interpret the terms and provisions of this Plan and any Award granted under
this Plan (and any agreements relating thereto); and to otherwise supervise
the administration of this Plan. The Committee may correct any defect, supply
any omission or reconcile any inconsistency in this Plan or in any Award
granted in the manner and to the extent it shall deem necessary to carry this
Plan into effect. Notwithstanding the foregoing,

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no action of the Committee under this Section 3.3 shall impair the rights of
any Participant without the Participant's consent.

III.4 Decisions Final. Any decision, interpretation or other action made or
taken in good faith by the Committee arising out of or in connection with the
Plan shall be final, binding and conclusive on the Company, all Participants
and their respective heirs, executors, administrators, successors and assigns.

ARTICLE IV

Share Limitation

IV.1 Shares. The maximum aggregate number of shares of Common Stock that may
be issued under this Plan shall be 3,000,000 shares (subject to any increase
or decrease pursuant to Section 4.2), which may be either authorized and
unissued Common Stock or issued Common Stock reacquired by the Company. Any or
all of such shares of Common Stock may be subject to awards of Incentive Stock
Options. If any Option granted under this Plan shall expire, terminate or be
cancelled for any reason without having been exercised in full, the number of
unpurchased shares shall again be available for the purposes of the Plan.
Further, if any shares of Restricted Stock granted hereunder are forfeited or
any Award of Performance Shares terminates without the delivery of such
shares, the shares subject to such Award, to the extent of such forfeiture or
termination, shall again be available for the purposes of the Plan.

IV.2 Changes. In the event of any merger, reorganization, consolidation,
recapitalization, dividend (other than a regular cash dividend), stock split,
or other change in corporate structure affecting the Common Stock, such
substitution or adjustment shall be made in the maximum aggregate number of
shares that may be issued under this Plan, in the maximum aggregate number of
shares that may be issued with respect to Incentive Stock Options, in the
maximum aggregate number of shares with respect to which Options or
Performance Shares may be granted under this Plan to any individual during any
calendar year, in the number and option price of shares subject to outstanding
Options granted under this Plan, and in the number of shares subject to other
outstanding Awards granted under this Plan, as may be determined to be
appropriate by the Committee, in its sole discretion, provided that the number
of shares subject to any Award shall always be a whole number.

ARTICLE V

Eligibility

V.1 Employees. Officers and other key employees of the Company and its
subsidiaries are eligible to be granted Awards under the Plan.

V.2 Directors. Members of the Board are eligible to be granted Awards under
the Plan, but Directors who are not employees of the Company may not be
granted Incentive Stock Options.

V.3 Consultants. Consultants are eligible to be granted Awards under the
Plan, but may not be granted Incentive Stock Options.

ARTICLE VI

Stock Options

VI.1 Options. Each Stock Option granted under this Plan shall be either an
Incentive Stock Option or a Non-Qualified Stock Option.

VI.2 Grants. The Committee shall have the authority to grant to any person
eligible under Article V one or more Incentive Stock Options, Non-Qualified
Stock Options, or both types of Stock Options; provided,

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however, that no individual may be granted Stock Options for more than 500,000
shares of Common Stock (subject to any increase or decrease pursuant to
Section 4.2) during any calendar year. To the extent that any Stock Option
does not qualify as an Incentive Stock Option (whether because of its
provisions or the time or manner of its exercise or otherwise), such Stock
Option or the portion thereof which does not qualify as an Incentive Stock
Option shall constitute a separate Non-Qualified Stock Option.

VI.3 Incentive Stock Options. Anything in the Plan to the contrary
notwithstanding, no term of this Plan relating to Incentive Stock Options
shall be interpreted, amended or altered, nor shall any discretion or
authority granted under the Plan be exercised, so as to disqualify the Plan
under Section 422 of the Code, or, without the consent of the Participants
affected, to disqualify any Incentive Stock Option under such Section 422.

VI.4 Terms of Options. Options granted under this Plan shall be subject to
the following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of this Plan, as the Committee
shall deem desirable:

(1) Stock Option Certificate. Each Stock Option shall be evidenced by,
and subject to the terms of, a Stock Option Certificate executed by the
Company. The Stock Option Certificate shall specify whether the Option is
an Incentive Stock Option or a Non-Qualified Stock Option, the number of
shares of Common Stock subject to the Stock Option, the option price, the
option term, and the other terms and conditions applicable to the Stock
Option.

(2) Option Price. The option price per share of Common Stock purchasable
upon exercise of a Stock Option shall be determined by the Committee at the
time of grant but shall be not less than 100% of the Fair Market Value of
the Common Stock on the date of grant.

(3) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than ten years
after the date it is granted.

(4) Exercisability. Stock Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by
the Committee at the time of grant. The Committee may waive any installment
exercise or waiting period provisions, in whole or in part, at any time
after the date of grant, based on such factors as the Committee shall, in
its sole discretion, deem appropriate.

(5) Method of Exercise. Subject to such installment exercise and waiting
period provisions as may be imposed by the Committee, Stock Options may be
exercised in whole or in part at any time during the option term, by giving
written notice of exercise to the Company specifying the number of shares
of Common Stock to be purchased and the option price therefor. Such notice
shall be accompanied by payment in full of the option price in such form as
the Committee may accept and, if requested, by the representation described
in Section 12.4. Unless otherwise determined by the Committee in its sole
discretion at or after grant, payment in full or in part may be made in the
form of Common Stock duly owned by the Participant (and for which the
Participant has good title free and clear of any liens and encumbrances) or
by reduction in the number of shares of Common Stock issuable upon such
exercise, based on the Fair Market Value of the Common Stock on the date of
exercise. Upon payment in full of the option price and satisfaction of all
of the conditions provided herein, stock certificates representing the
number of shares of Common Stock to which the Participant is entitled shall
be issued and registered in the name of, and delivered to, the Participant.

(6) Death. Upon a Participant's death, unless otherwise determined by the
Committee at or after the date of grant, any Stock Option held by such
Participant that was exercisable at the date of death may thereafter be
exercised by the legal representative of the Participant's estate for a
period of one year from the date of the Participant's death or until the
expiration of the stated term of such Stock Option, whichever period is
shorter, and any Stock Option that was not exercisable at the date of the
Participant's death shall terminate on such date.

(7) Disability or Retirement. Upon a Participant's Termination of
Employment as a result of a Disability (as determined by the Committee, in
its sole discretion) or Retirement, unless otherwise

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determined by the Committee at or after the date of grant, any Stock Option
held by such Participant that was exercisable on the date of such
Termination of Employment may thereafter be exercised by the Participant
for a period of one year from the date of such Termination of Employment or
until the expiration of the stated term of such Stock Option, whichever
period is shorter, and any Stock Option that was not exercisable at the
date of such Termination of Employment shall terminate on such date;
provided, however, that, if the Participant dies within such one-year
period, any unexercised Stock Option held by such Participant shall
thereafter be exercisable by the legal representative of the Participant's
estate to the extent to which it was exercisable at the date of the
Participant's death, for a period of one year from the date of the
Participant's death or until the expiration of the stated term of such
Stock Option, whichever period is shorter. If an Incentive Stock Option is
exercised after the expiration of the exercise periods that apply for
purposes of Section 422 of the Code, such Stock Option will thereafter be
treated as a Non-Qualified Stock Option.

(8) Termination of Employment. Upon a Participant's Termination of
Employment for any reason other than death, Disability or Retirement,
unless otherwise determined by the Committee at or after the date of grant,
any Stock Option held by such Participant that was exercisable at the date
of such Termination of Employment may thereafter be exercised for a period
thirty days from the date of such Termination of Employment or until the
expiration of the stated term of such Stock Option, whichever period is
shorter, and any Stock Option that was not exercisable at the date of such
Termination of Employment shall terminate on such date.

(9) Ten-Percent Stockholder Rule. Notwithstanding any other provision of
this Plan to the contrary, no Incentive Stock Option shall be granted to
any person who, immediately prior to the grant, owns stock possessing more
than ten percent of the total combined voting power of all classes of stock
of the Company, unless the option price is at least 110% of the Fair Market
Value of the Common Stock on the date of grant and the Option, by its
terms, expires no later than five years after the date of grant.

(10) Incentive Stock Option Limitations. To the extent that the aggregate
Fair Market Value (determined as of the date of grant) of the Common Stock
with respect to which Incentive Stock Options are exercisable for the first
time by the Participant during any calendar year under the Plan and/or any
other stock option plan of the Company or any subsidiary or parent
corporation (within the meaning of Section 424 of the Code) exceeds
$100,000, such Options shall be treated as Options which are not Incentive
Stock Options.

Should the foregoing provisions not be necessary in order for the Stock
Options to qualify as Incentive Stock Options, or should any additional
provisions be required, the Committee may amend the Plan accordingly,
without the necessity of obtaining the approval of the shareholders of the
Company.

(11) Committee Discretion. Notwithstanding any other provision of this
Plan, upon a Participant's Termination of Employment for any reason
(including death, Disability or Retirement), the Committee may, in its sole
discretion, accelerate the exercisability of any outstanding Stock Option
held by such Participant and/or extend the post-termination exercise
periods set forth in subsections (f), (g) and (h) of this Section 6.4,
provided that such post-termination exercise period may not extend beyond
the expiration of the stated term of such Stock Option.

ARTICLE VII

Restricted Stock

VII.1 Awards of Restricted Stock. The Committee shall have the authority to
grant Restricted Stock to any person eligible under Article V. The Committee
shall determine to whom, and the time or times at which, grants of Restricted
Stock will be made, the number of shares to be awarded, the time or times
within which such Awards may be subject to forfeiture, the vesting schedule
and rights to acceleration thereof, and the other terms and conditions of the
Awards, in addition to those set forth in Section 7.2.

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The provisions of Restricted Stock Awards need not be the same with respect
to each Participant, and such Awards to individual Participants need not be
the same in subsequent years.

VII.2 Terms and Conditions. Restricted Stock awarded pursuant to this
Article VII shall be subject to the following terms and conditions and such
other terms and conditions, not inconsistent with the terms of this Plan, as
the Committee shall deem desirable:

(1) Award Certificate. Each Restricted Stock Award shall be evidenced by,
and subject to the terms of, a Restricted Stock Award Certificate executed
by the Company. The Restricted Stock Award Certificate shall specify the
number of shares of Common Stock subject to the Award, the time or times
within which such Restricted Stock is subject to forfeiture and the other
terms, conditions and restrictions applicable to such Award.

(2) Stock Certificates. When the restrictions applicable to a Restricted
Stock Award, or any portion thereof, lapse, stock certificates representing
the number of shares of Common Stock covered by such Restricted Stock
Award, or portion thereof, shall be issued and registered in the name of,
and delivered to, the Participant.

(3) Restriction Period. Subject to the provisions of this Plan and the
Restricted Stock Award Certificate, shares of Restricted Stock will be
forfeited to the Company upon a Participant's Termination of Employment
during a period set by the Committee commencing with the date of such Award
(the "Restriction Period"). Subject to the provisions of this Plan, the
Committee, in its sole discretion, may provide for the lapse of such
restrictions in installments. The Committee may waive such restrictions, in
whole or in part, at any time after the date of grant, based on such
factors as the Committee shall, in its sole discretion, deem appropriate.

(4) Termination of Employment. Subject to the provisions of this Plan and
the Restricted Stock Award Certificate, upon a Participant's Termination of
Employment during the Restriction Period for any reason (including death,
Disability or Retirement), all outstanding Restricted Stock Awards shall be
forfeited to the Company.

ARTICLE VIII

Performance Shares

VIII.1 Award of Performance Shares. The Committee shall have the authority
to grant Performance Shares to any person eligible under Article V. The
Committee shall determine the persons to whom, and the time or times at which,
Performance Shares shall be awarded, the number of Performance Shares to be
included in any Award, the duration of the period (the "Performance Period")
during which, and the conditions under which, receipt of the shares of Common
Stock will be deferred, and the other terms and conditions of the Award in
addition to those set forth in Section 8.2.

The provisions of Performance Share Awards need not be the same with respect
to each Participant, and such Awards to individual Participants need not be
the same in subsequent years.

VIII.2 Terms and Conditions. Performance Shares awarded pursuant to this
Article VIII shall be subject to the following terms and conditions and such
other terms and conditions, not inconsistent with the terms of this Plan, as
the Committee shall deem desirable:

(1) Conditions. The Committee, in its sole discretion, shall specify the
Performance Period during which, and the conditions under which, the
receipt of shares of Common Stock covered by the Performance Share Award
will be deferred. The receipt of shares of Common Stock pursuant to a
Performance Share Award shall be conditioned upon the attainment of one or
more pre-established objective performance goals, within the meaning of
Section 162(m) of the Code and regulations promulgated thereunder,
established by the Committee. Such goals must be established in writing not
later than 90 days after the commencement of

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the Performance Period, provided that the outcome is substantially
uncertain at the time the goal is established (provided that in no event
may the performance goal be established after 25% of the Performance Period
has elapsed). The performance goals may be based on the Company's stock
price, return on assets, return on capital employed, return on
shareholders' equity, earnings, earnings per share, total shareholder
return, costs, or such other objective performance goals as may be
established by the Committee from time to time.

(2) Award Certificate. Each Performance Share Award shall be evidenced
by, and subject to the terms of, a Performance Share Certificate executed
by the Company. The Performance Share Certificate shall specify the number
of shares of Common Stock subject to the Award, the applicable Performance
Period, the applicable performance goals, and the other terms and
conditions applicable to such Award.

(3) Stock Certificates. If the Committee certifies in writing, after the
expiration of the Performance Period, that the performance goals specified
in the Performance Share Certificate and all other material terms of the
Award have been satisfied, stock certificates representing the number of
shares of Common Stock covered by the Performance Share Award shall be
issued and registered in the name of, and delivered to, the Participant.

(4) Termination of Employment. Unless otherwise determined by the
Committee at or after the date of grant, the Performance Shares will be
forfeited upon a Participant's Termination of Employment during the
Performance Period for any reason (including death, Disability or
Retirement).

VIII.3 Individual Limit. The maximum number of shares of Common Stock that
may be subject to Performance Share Awards granted to any individual during
any calendar year shall be 250,000 shares (subject to any increase or decrease
pursuant to Section 4.2).

ARTICLE IX

Performance Units

IX.1 Award of Performance Units. The Committee shall have the authority to
grant Performance Units to any person eligible under Article V. The Committee
shall determine the persons to whom, and the time or times at which,
Performance Units shall be awarded, the number of Performance Units to be
included in any Award, the duration of the period (the "Performance Cycle")
during which, and the conditions under which, a Participant's right to
Performance Units will be vested, the ability of Participants to defer the
receipt of payment of such Units, and the other terms and conditions of the
Award in addition to those set forth in Section 9.2.

A Performance Unit shall have a fixed dollar value.

The provisions of Performance Unit Awards need not be the same with respect
to each Participant, and such Awards to individual Participants need not be
the same in subsequent years.

IX.2 Terms and Conditions. The Performance Units awarded pursuant to this
Article IX shall be subject to the following terms and conditions and such
other terms and conditions, not inconsistent with the terms of this Plan, as
the Committee shall deem desirable:

(1) Conditions. The Committee, in its sole discretion, shall specify the
Performance Cycle during which, and the conditions under which, the
Participant's right to Performance Units will be vested. The vesting of
Performance Units shall be conditioned upon the attainment of one or more
pre-established objective performance goals, within the meaning of Section
162(m) of the Code and regulations promulgated thereunder, established by
the Committee. Such goals must be established in writing not later than 90
days after the commencement of the Performance Cycle, provided that the
outcome is substantially uncertain at the time the goal is established
(provided that in no event may the performance goal be established after
25% of the Performance Cycle has elapsed). The performance goals may be
based on the

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Company's stock price, return on assets, return on capital employed, return
on shareholders' equity, earnings, earnings per share, total shareholder
return, costs, or such other objective performance goals as may be
established by the Committee from time to time.

(2) Award Certificate. Each Performance Unit Award shall be evidenced by,
and subject to the terms of, a Performance Unit Certificate executed by the
Company. The Performance Unit Certificate shall specify the dollar value of
the Award, the applicable Performance Cycle, the applicable performance
goals, and the other terms and conditions applicable to such Award.

(3) Vesting; Payment. If the Committee certifies in writing, after the
expiration of the Performance Cycle, that the performance goals specified
in the Performance Unit Certificate and all other material terms of the
Award have been satisfied, the Performance Units will be vested and the
Participant will receive payment of the amount specified in the Performance
Unit Certificate as soon as practicable thereafter. Payment may be made in
cash, shares of Common Stock or a combination of both, as determined by the
Committee, in its sole discretion.

(4) Termination of Employment. Unless otherwise determined by the
Committee at or after the date of grant, the Performance Units will be
forfeited upon a Participant's Termination of Employment during the
Performance Cycle for any reason (including death, Disability or
Retirement).

IX.3 Individual Limit. The maximum dollar amount of Performance Unit Awards
granted to any individual during any calendar year shall be $1,000,000.

ARTICLE X

Termination or Amendment

X.1 Termination or Amendment of Plan. The Board may at any time amend,
discontinue or terminate this Plan or any part thereof (including any
amendment deemed necessary to ensure that the Company may comply with any
regulatory requirement referred to in Article XII); provided, however, that,
unless otherwise required by law, the rights of a Participant with respect to
Awards granted prior to such amendment, discontinuance or termination, may not
be impaired without the consent of such Participant and, provided further,
that the Company will seek the approval of the Company's stockholders for any
amendment if such approval is necessary to comply with the Code, Federal or
state securities law or any other applicable rules or regulations.

X.2 Amendment of Awards. The Committee may amend the terms of any Award
previously granted, prospectively or retroactively, but, subject to Article
IV, no such amendment or other action by the Committee shall impair the rights
of any holder without the holder's consent.

ARTICLE XI

Unfunded Plan

XI.1 Unfunded Status of Plan. This Plan is intended to constitute an
"unfunded" plan for incentive and deferred compensation. With respect to any
payment not yet made to a Participant by the Company, nothing contained herein
shall give any such Participant any rights that are greater than those of a
general creditor of the Company.

ARTICLE XII

General Provisions

XII.1 Forfeiture. Unless otherwise provided in the applicable Stock Option
Certificate, Restricted Stock Award Certificate, Performance Share Award
Certificate or Performance Unit Certificate, upon a finding by the

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Committee, after full consideration of the facts presented on behalf of both
the Company and the Participant, that the Participant has breached his or her
employment or service contract with the Company or one of its subsidiaries, or
has been engaged in disloyalty to the Company or one of its subsidiaries,
including, without limitation, fraud, embezzlement, theft, commission of a
felony or proven dishonesty in the course of his or her employment or service,
or has disclosed trade secrets or confidential information of the Company or
one of its subsidiaries, the Award shall immediately terminate and, in
addition, the Participant shall automatically forfeit all shares of Common
Stock for which the Company has not yet delivered the share certificates (upon
refund by the Company of the option price in the case of Stock Options).
Notwithstanding anything herein to the contrary, the Company may withhold
delivery of share certificates pending the resolution of any inquiry that
could lead to a finding resulting in a forfeiture.

XII.2 Nonassignment. Except as otherwise provided in this Plan, Awards made
hereunder and the rights and privileges conferred thereby shall not be sold,
transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise), and shall not be subject to execution,
attachment or similar process. Upon any attempt to sell, transfer, assign,
pledge, hypothecate or otherwise dispose of such Award, right or privilege
contrary to the provisions hereof, or upon the levy of any attachment or
similar process thereon, such Award and the rights and privileges conferred
hereby shall immediately terminate and the Award shall immediately be
forfeited to the Company.

XII.3 Rights as Shareholder. A Participant shall not be deemed to be the
holder of Common Stock, or to have the rights of a holder of Common Stock,
with respect to shares subject to an Award unless and until all applicable
conditions have been satisfied and all applicable restrictions have lapsed and
stock certificates representing such shares of Common Stock have been issued
to such Participant.

XII.4 Legend. The Committee may require each person acquiring shares
pursuant to an Award under the Plan to represent to the Company in writing
that the Participant is acquiring the shares without a view to distribution
thereof. The stock certificates representing such shares may include any
legend that the Committee deems appropriate to reflect any restrictions on
transfer.

All certificates representing shares of Common Stock delivered under the
Plan shall be subject to such stock transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange or
stock market on which the Common Stock is then listed or traded, any
applicable Federal or state securities law, and any applicable corporate law,
and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

XII.5 Other Plans. Nothing contained in this Plan shall prevent the Board
from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required; and such arrangements may
be either generally applicable or applicable only in specific cases.

XII.6 No Right to Continued Service. Neither this Plan nor the grant of any
Award hereunder shall give any Participant or other person any right with
respect to continuance of employment or consulting relationship with the
Company or any subsidiary, nor shall there be a limitation in any way on the
right of the Company or a subsidiary to terminate a Participant's employment
or consulting relationship at any time. Neither this Plan nor the grant of any
Award hereunder shall give any Participant who is a member of the Board the
right to continue as a Director or to be nominated by the Company for
reelection as a Director.

XII.7 Withholding of Taxes. The Company shall have the right to reduce the
number of shares of Common Stock otherwise deliverable pursuant to this Plan
by an amount that would have a Fair Market Value equal to the amount of all
Federal, state and local taxes required to be withheld, or to deduct the
amount of such taxes from any cash payment to be made to a Participant,
pursuant to this Plan or otherwise. In connection with such withholding, the
Committee may make such arrangements as are consistent with the Plan as it may
deem appropriate.

C-9
<PAGE>

XII.8 Listing and Other Conditions.

(1) If the Common Stock is listed on a national securities exchange or
the Nasdaq National Market System, the issuance of any shares of Common
Stock pursuant to an Award shall be conditioned upon such shares being
listed on such exchange or stock market. The Company shall have no
obligation to issue such shares unless and until such shares are so listed,
and the right to exercise any Option or to receive shares pursuant to any
other Award shall be suspended until such listing has been effected.

(2) If at any time counsel to the Company shall be of the opinion that
any sale or delivery of shares of Common Stock pursuant to an Award is or
may in the circumstances be unlawful or result in the imposition of excise
taxes under the statutes, rules or regulations of any applicable
jurisdiction, the Company shall have no obligation to make such sale or
delivery, or to make any application or to effect or to maintain any
qualification or registration under the Securities Act of 1933, as amended,
or otherwise with respect to shares of Common Stock or Awards, and the
right to exercise any Option or to receive shares pursuant to any other
Award shall be suspended until, in the opinion of such counsel, such sale
or delivery shall be lawful or shall not result in the imposition of excise
taxes.

(3) Upon termination of any period of suspension under this Section 12.8,
any Award affected by such suspension which shall not then have expired or
terminated shall be reinstated as to all shares available before such
suspension and as to shares which would otherwise have become available
during the period of such suspension, but no such suspension shall extend
the term of any Option.

XII.9 Governing Law. This Plan and actions taken in connection herewith
shall be governed and construed in accordance with the laws of the State of
Delaware.

XII.10 Construction. Wherever any words are used in this Plan in the
masculine gender they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form they shall be construed as though they
were also used in the plural form in all cases where they would so apply.

XII.11 Liability of Committee. No member of the Board or the Committee nor
any employee of the Company or any of its subsidiaries shall be liable for any
act or action hereunder, whether of omission or commission, by any other
member or employee or by any agent to whom duties in connection with the
administration of this Plan have been delegated or, except in circumstances
involving bad faith, gross negligence or fraud, for anything done or omitted
to be done by himself.

XII.12 Other Benefits. No payment pursuant to an Award under this Plan shall
be deemed compensation for purposes of computing benefits under any retirement
plan of the Company nor affect any benefits under any other benefit plan now
or hereafter in effect under which the availability or amount of benefits is
related to the level of compensation.

XII.13 Costs. The Company shall bear all expenses incurred in administering
this Plan, including expenses of issuing Common Stock pursuant to Awards
hereunder.

XII.14 Severability. If any part of this Plan shall be determined to be
invalid or void in any respect, such determination shall not affect, impair,
invalidate or nullify the remaining provisions of this Plan which shall
continue in full force and effect.

XII.15 Successors. This Plan shall be binding upon and inure to the benefit
of any successor or successors of the Company.

XII.16 Headings. Article and section headings contained in this Plan are
included for convenience only and are not to be used in construing or
interpreting this Plan.

C-10
<PAGE>

ARTICLE XIII

Term of Plan

XIII.1 Effective Date. This Plan shall be effective as of the date of its
approval by the Company's stockholders.

XIII.2 Termination. No Award shall be granted pursuant to this Plan on or
after the tenth anniversary of its approval by the Board, but Awards granted
prior to such tenth anniversary may extend beyond that date.

C-11
<PAGE>

THE ASHTON TECHNOLOGY GROUP, INC.
PROXY CARD FOR ANNUAL MEETING OF STOCKHOLDERS ON SEPTEMBER 21, 2000
The undersigned stockholder hereby appoints Arthur J. Bacci, Fredric W.
Rittereiser and William W. Uchimoto, and each of them, each with full power to
act alone and with power of substitution, as proxy or proxies for the
undersigned, to attend the Annual Meeting of the Stockholders of The Ashton
Technology Group, Inc. (the "Company"), to be held at 12:00 noon on Thursday,
September 21, 2000, at The Wyndham Franklin Plaza Hotel at 17th and Race
Street, Philadelphia, Pennsylvania, or at any postponements, continuations or
adjournments thereof, and to vote all shares of common stock of the Company,
par value $.01 per share, held by the signatory at the close of business on
July 26, 2000, hereby revoking any proxy or proxies heretofore given and
ratifying and confirming all that said proxies may do or cause to be done by
virtue hereof with respect to the matters described below.
This proxy, when properly executed, will be voted in the manner directed by
the undersigned stockholders. If no direction is made, this proxy will be voted
"FOR" the election of the nominees for Director listed below, "FOR" the
approval of an amendment to the Company's Certificate of Incorporation and
"FOR" the approval of the 2000 Incentive Plan. In their discretion, the proxies
are authorized to vote on such other matters as may properly come before the
meeting or any and all postponements, continuations or adjournments thereof.
This proxy is solicited on behalf of the Board of Directors of the Company.
The Board of Directors of the Company recommends that you vote "FOR" the
nominees for Director, "FOR" the amendment of the Company's Certificate of
Incorporation and "FOR" the approval of the 2000 Incentive Plan.
1.ELECTION OF DIRECTORS:
Arthur J. Bacci, Thomas G. Brown, Richard E. Butler, K. Ivan F. Gothner,
Herbert Kronish, Fredric W. Rittereiser, William W. Uchimoto and Fred S.
Weingard.
[_] FOR [_] WITHHELD
[_] FOR ALL EXCEPT
If you wish to withhold authority to vote your shares from any individual
nominee(s), mark the "For All Except" box and strike a line through the name(s)
of the nominee(s).

(Continued and to be SIGNED on Reverse Side)

X Please mark your
votes as in this example.
<PAGE>

2.APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION
To approve and adopt the amendment to the Certificate of Incorporation of the
Company to increase the authorized Common Stock of the Company from 60 million
shares to 100 million shares.
[_] FOR [_] AGAINST [_] ABSTAIN
3.APPROVAL OF 2000 INCENTIVE PLAN
To approve and adopt the 2000 Incentive Plan.
[_] FOR [_] AGAINST [_] ABSTAIN
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE ANNUAL REPORT, NOTICE OF
THE ANNUAL MEETING OF STOCKHOLDERS AND THE PROXY STATEMENT AND HEREBY REVOKES
ALL PREVIOUSLY GRANTED PROXIES.
Please be sure to sign and date
this proxy

Date: ____________________________

__________________________________
Stockholder sign here

__________________________________
Co-owner sign here

Please sign this proxy
exactly as your
name(s) appear(s) on
the books of the
Company. Joint owners
should each sign
personally. Trustees
and other fiduciaries
should indicate the
capacity in which they
sign, and where more
than one name appears,
a majority must sign.
If a corporation, this
signature should be
that of an authorized
officer who should
state his or her
title.

PLEASE VOTE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.