ASHTON TECHNOLOGY GROUP INC
MEMORANDUM OF OUTSTANDING
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>MEMORANDUM OF OUTSTANDING
<TEXT>

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                                                                    EXHIBIT 10.6


                                 Memorandum of
                             Understanding between
                       The Ashton Technology Group, Inc.
                                      And
                              K. Ivan F. Gothner


1.   The Ashton Technology Group, Inc. and its subsidiaries ("Ashton") wish to
engage Mr. K. Ivan F. Gothner ("Gothner"), or a company controlled by Gothner,
as an investment banker, financial advisor and special consultant to Ashton's
Chief Executive Officer.

2.   In consideration for his services to Ashton, Gothner, will be paid an
initial cash retainer by Ashton of $20,000 and $10,000 on the first day of each
month hereafter.

     It is further understood and agreed that there may be "success fees"
associated with certain projects which Gothner may undertake for Ashton pursuant
to this memorandum of understanding. Any success fee will be agreed to by
Gothner and Ashton's Chief Executive Officer from time to time and as may be
appropriate.

3.   Ashton will reimburse Gothner for all of his reasonable out-of-pocket
expenses associated with the performance of his services to Ashton pursuant to
this memorandum of understanding.

4.   Gothner will perform such services and render such advise to Ashton as its
Chief Executive Officer may from time to time request and to which Gothner may
reasonably agree. These services will initially include, but not be limited to:

     i.    assistance in the development and drafting of business plans for
           Ashton and its operating units,
     ii.   assisting Ashton in its communications with the investment community
           and helping to raise the investment community's awareness of Ashton,
           its plans and strategy,
     iii.  evaluate financing strategies and identify financing alternatives for
           the support of Ashton and its subsidiaries business plans,
     iv.   support and advise Ashton and its management in negotiations with:
           sources of financing, acquisition targets and strategic partners.

5.   Pursuant to his work as an advisor to Ashton, Ashton will indemnify Gothner
or the company controlled by Gothner, as appropriate in a form and substance
mutually agreeable-





/s/ Fredric W. Rittereiser                        /s/ K.I.F. Gothner

Fredric W. Rittereiser                            K. Ivan F. Gothner
President & Chief Executive Officer

                                                                      2 May 1997
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