<PAGE>

                                                                    EXHIBIT 10.1

                               EXCHANGE AGREEMENT

            EXCHANGE AGREEMENT, dated as of January 22, 1999 (the "Agreement"),
among GOMEZ ADVISORS, INC., a Delaware corporation ("Issuer"), THE ASHTON
TECHNOLOGY GROUP, INC., a Delaware corporation ("Ashton"), JULIO GOMEZ, an
individual ("Gomez"), JOHN ROBB, an individual ("Robb"), ALEXANDER STEIN, an
individual ("Stein", and together with Gomez and Robb, the "Gomez Principals"),
FREDRIC W. RITTEREISER, an individual ("Rittereiser"), K. IVAN F. GOTHNER, an
individual ("Gothner"), and ARTHUR J. BACCI, an individual ("Bacci", and
together with Rittereiser and Gothner, the "Ashton Executives").

                                R E C I T A L S:

            Each of Issuer and Ashton desires to exchange all of Ashton's rights
and interest in $1,475,000 of loans made by Ashton to Issuer (including all
accrued interest, the "Ashton Loans") for 59,000 shares (the "Old Shares") of
Common Stock, par value $.0001 per share, of Issuer (the "Old Common Stock").

            Each of Issuer and Ashton desires to exchange 60,000 shares (the
"Exchanged Shares") of Old Common Stock owned by Ashton for 4,905 shares (the
"Preferred Shares") of Convertible Voting Preferred Stock, par value $.01 per
share, of Issuer (the "Preferred Stock").

            Issuer and each Ashton Executive desire to exchange all of the
Ashton Executives' rights and interest in options to purchase 1,500,000 shares
of Old Common Stock at an exercise price of $.01 per share (the "Ashton
Options") and the sum of $10,000 for 1,000 shares (the

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"Ashton Executives Shares") of Class A Common Stock, par value $.0001 per share,
of Issuer (the "New Common Stock").

            Each of Issuer and Gomez desire to exchange all of Gomez's rights
and interest in options to purchase 1,500,000 shares of Old Common Stock at an
exercise price of $.01 per share (the "Gomez Founder Options") and the sum of
$10,510 for 1,051 shares (the "Gomez Shares") of New Common Stock. In addition,
each of Issuer and Gomez desire to exchange all of Gomez's rights and interest
in options to purchase 1,000,000 shares of Old Common Stock at an exercise price
of $1.00 per share (the "Gomez Incentive Options") for options to purchase 1,501
shares of New Common Stock pursuant to an option agreement in the form of
Exhibit A hereto (the "New Gomez Options").

            Each of Issuer and Robb desire to exchange all of Robb's rights and
interest in options to purchase 750,000 shares of Old Common Stock at an
exercise price of $.01 per share (the "Robb Founder Options") and the sum of
$5,260 for 526 shares (the "Robb Shares") of New Common Stock. In addition, each
of Issuer and Robb desire to exchange all of Robb's rights and interest in
options to purchase 500,000 shares of Old Common Stock at an exercise price of
$1.00 per share (the "Robb Incentive Options") for options to purchase 751
shares of New Common Stock pursuant to an option agreement in the form of
Exhibit A hereto (the "New Robb Options").

            Each of Issuer and Stein desire to exchange all of Stein's rights
and interest in options to purchase 750,000 shares of Old Common Stock at an
exercise price of $.01 per share (the "Stein Founder Options") and the sum of
$5,260 for 526 shares (the "Stein Shares", and together with the Gomez Shares
and the Robb Shares, the "Gomez Principals Shares") of New Common Stock. In
addition, each of Issuer and Stein desire to exchange all of Stein's rights and
interest in options to purchase 500,000 shares of Old Common Stock at an
exercise price of $1.00 per share (the "Stein Incentive Options") for options to
purchase 751 shares of New


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<PAGE>

Common Stock pursuant to an option agreement in the form of Exhibit A hereto
(the "New Stein Options", and together with the New Gomez Options and the New
Robb Options, the "Gomez Principals Options").

            In consideration of the foregoing recitals and the mutual agreements
hereinafter set forth, the parties agree as follows:

1. The Exchange.

            1.1 Subscription for and Issuance of the Old Shares. Ashton hereby
subscribes for, and Issuer herewith issues and delivers to Ashton, the Old
Shares, registered in the name of Ashton. In exchange for the issuance of the
Old Shares to Ashton, Ashton hereby releases, discharges and holds harmless
Issuer from any and all claims, damages, liabilities, costs and expenses of any
kind which Ashton had, has or may have arising from, in connection with, or
relating to the Ashton Loans. Ashton hereby acknowledges receipt of certificates
evidencing the Old Shares, registered in the name of Ashton.

            1.2 Subscription for and Issuance of the Preferred Shares. Ashton
hereby subscribes for, and Issuer herewith issues and delivers to Ashton, the
Preferred Shares, registered in the name of Ashton, in exchange for the transfer
and delivery by Ashton to Issuer of the Exchanged Shares, duly endorsed to
Issuer. Ashton hereby acknowledges receipt of certificates evidencing the
Preferred Shares, registered in the name of Ashton. Ashton has herewith
delivered to Issuer, and Issuer hereby acknowledges receipt of, certificates
evidencing the Exchanged Shares, duly endorsed to Issuer.

            1.3 Subscription for and Issuance of the Ashton Executives Shares.
(a) Rittereiser hereby subscribes for, and Issuer herewith issues and delivers
to Rittereiser, 500 shares of New Common Stock, registered in the name of
Rittereiser. In exchange for such


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issuance, Rittereiser hereby (i) delivers a check payable to the order of Issuer
in the amount of $5,000, and (ii) releases, discharges and holds harmless Issuer
from any and all claims, damages, liabilities, costs and expenses of any kind
which Rittereiser had, has or may have arising from, in connection with, or
relating to the Ashton Options. Rittereiser hereby acknowledges receipt of
certificates evidencing 500 shares of New Common Stock, registered in the name
of Rittereiser. Issuer hereby acknowledges receipt of a check from Rittereiser
in the amount of $5,000.

            (b) Gothner hereby subscribes for, and Issuer herewith issues and
delivers to Gothner, 300 shares of New Common Stock, registered in the name of
Gothner. In exchange for such issuance, Gothner hereby (i) delivers a check
payable to the order of Issuer in the amount of $3,000, and (ii) releases,
discharges and holds harmless Issuer from any and all claims, damages,
liabilities, costs and expenses of any kind which Gothner had, has or may have
arising from, in connection with, or relating to the Ashton Options. Gothner
hereby acknowledges receipt of certificates evidencing 300 shares of New Common
Stock, registered in the name of Gothner. Issuer hereby acknowledges receipt of
a check from Gothner in the amount of $3,000.

            (c) Bacci hereby subscribes for, and Issuer herewith issues and
delivers to Bacci, 200 shares of New Common Stock, registered in the name of
Bacci. In exchange for such issuance, Bacci hereby (i) delivers a check payable
to the order of Issuer in the amount of $2,000, and (ii) releases, discharges
and holds harmless Issuer from any and all claims, damages, liabilities, costs
and expenses of any kind which Bacci had, has or may have arising from, in
connection with, or relating to the Ashton Options. Bacci hereby acknowledges
receipt of certificates evidencing 200 shares of New Common Stock, registered in
the name of Bacci. Issuer hereby acknowledges receipt of a check from Bacci in
the amount of $2,000.

            1.4 Subscription for and Issuance of the Gomez Shares; Issuance of
New Gomez Options. (a) Gomez hereby subscribes for, and Issuer herewith issues
and delivers to Gomez, the Gomez Shares, registered in the name of Gomez. In
exchange for such issuance, Gomez


                                       4
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hereby (i) delivers a check payable to the order of Issuer in the amount of
$10,510, and (ii) releases, discharges and holds harmless Issuer from any and
all claims, damages, liabilities, costs and expenses of any kind which Gomez
had, has or may have arising from, in connection with, or relating to the Gomez
Founder Options. Gomez hereby acknowledges receipt of certificates evidencing
the Gomez Shares, registered in the name of Gomez. Issuer hereby acknowledges
receipt of a check from Gomez in the amount of $10,510.

            (b) Issuer herewith issues and delivers to Gomez, the New Gomez
Options, registered in the name of Gomez. In exchange for such issuance, Gomez
hereby releases, discharges and holds harmless Issuer from any and all claims,
damages, liabilities, costs and expenses of any kind which Gomez had, has or may
have arising from, in connection with, or relating to the Gomez Incentive
Options. Gomez hereby acknowledges receipt of the New Gomez Options, registered
in the name of Gomez.

            1.5 Subscription for and Issuance of the Robb Shares; Issuance of
New Robb Options. (a) Robb hereby subscribes for, and Issuer herewith issues and
delivers to Robb, the Robb Shares, registered in the name of Robb. In exchange
for such issuance, Robb hereby (i) delivers a check payable to the order of
Issuer in the amount of $5,260, and (ii) releases, discharges and holds harmless
Issuer from any and all claims, damages, liabilities, costs and expenses of any
kind which Robb had, has or may have arising from, in connection with, or
relating to the Robb Founder Options. Robb hereby acknowledges receipt of
certificates evidencing the Robb Shares, registered in the name of Robb. Issuer
hereby acknowledges receipt of a check from Robb in the amount of $5,260.

            (b) Issuer herewith issues and delivers to Robb, the New Robb
Options, registered in the name of Robb. In exchange for such issuance, Robb
hereby releases, discharges and holds harmless Issuer from any and all claims,
damages, liabilities, costs and expenses of any


                                       5
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kind which Robb had, has or may have arising from, in connection with, or
relating to the Robb Incentive Options. Robb hereby acknowledges receipt of the
New Robb Options, registered in the name of Robb.

            1.6 Subscription for and Issuance of the Stein Shares; Issuance of
New Stein Options. (a) Stein hereby subscribes for, and Issuer herewith issues
and delivers to Stein, the Stein Shares, registered in the name of Stein. In
exchange for such issuance, Stein hereby (i) delivers a check payable to the
order of Issuer in the amount of $5,260, and (ii) releases, discharges and holds
harmless Issuer from any and all claims, damages, liabilities, costs and
expenses of any kind which Stein had, has or may have arising from, in
connection with, or relating to the Stein Founder Options. Stein hereby
acknowledges receipt of certificates evidencing the Stein Shares, registered in
the name of Stein. Issuer hereby acknowledges receipt of a check from Stein in
the amount of $5,260.

            (b) Issuer herewith issues and delivers to Stein, the New Stein
Options, registered in the name of Stein. In exchange for such issuance, Stein
hereby releases, discharges and holds harmless Issuer from any and all claims,
damages, liabilities, costs and expenses of any kind which Stein had, has or may
have arising from, in connection with, or relating to the Stein Incentive
Options. Stein hereby acknowledges receipt of the New Stein Options, registered
in the name of Stein.

2. Representations and Warranties of Ashton. As an inducement to each of the
other parties hereto to enter into this Agreement, Ashton hereby represents and
warrants to each other party hereto as follows:

            2.1 Due Authorization, Etc. Ashton has all requisite power and
authority to enter into this Agreement, to carry out its obligations hereunder
and to consummate the transactions contemplated hereby. The execution, delivery
and performance of this Agreement by Ashton


                                       6
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have been duly authorized by all required corporate action on the part of
Ashton. This Agreement has been duly executed and delivered by Ashton and
(assuming due authorization, execution and delivery by the other parties hereto)
this Agreement constitutes the legal, valid and binding obligation of Ashton,
enforceable against Ashton in accordance with its terms.

            2.2 No Conflicts. The execution and delivery by Ashton of this
Agreement and the consummation of the transactions contemplated hereby will not
conflict with or result in a breach of the provisions of, or constitute a
default under, or result in any violation of, or require any consent under, or
give to any third party any rights of termination, amendment, acceleration,
suspension, revocation or cancellation of, or result in the creation of any Lien
(as defined in Section 2.4) on any of the Shares (as defined in Section 5.5) or
on any of the assets or properties of Ashton pursuant to (x) the Certificate of
Incorporation or Bylaws of Ashton, or (y) any note, bond, mortgage or indenture,
contract, agreement, lease, sublease, license, permit, franchise or other
instrument or arrangement to which Ashton is a party.

            2.3 Securities Act of 1933. (a) Ashton understands that (i) the
Preferred Shares and the Old Shares have not been registered under the
Securities Act of 1933, as amended (the "Act"), (ii) the Preferred Shares and
the Old Shares are being acquired in a transaction exempt from the registration
requirements of the Act and may not be transferred unless registered under the
Act or exempt from such registration and (iii) the certificates representing the
Preferred Shares and the Old Shares bear a restrictive legend to the foregoing
effect.

            (b) Ashton acknowledges that (i) it is fully familiar with the terms
of Issuer's Certificate of Incorporation and Bylaws and the rights and
preferences of the Preferred Shares and other classes of Issuer's capital stock;
(ii) it is fully familiar with Issuer's financial condition, business activities
and prospects; (iii) there is no assurance of any return on Ashton's investment
in Issuer; (iv) Ashton may lose the entire amount of its investment in Issuer;
and (v) the Preferred Shares are an illiquid investment and, for various reasons
(including the absence of a public


                                       7
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trading market in the Preferred Shares and in Issuer's common stock), Ashton may
be required to hold the Preferred Shares indefinitely.

            2.4 Title to the Exchanged Shares. (a) Ashton owns the Exchanged
Shares, free and clear of any claims, liens, pledges, security interests,
mortgages or other encumbrances of any kind ("Liens").

            (b) (i) Ashton has the complete and unrestricted power and
unqualified right to assign, transfer, convey and deliver the Exchanged Shares
to Issuer without penalty or other adverse consequence, and (ii) following the
deliveries contemplated hereby, Issuer will acquire ownership of the Exchanged
Shares, free and clear of any Liens.

3. Representations and Warranties of the Ashton Executives. As an inducement to
each of the other parties hereto to enter into this Agreement, each of the
Ashton Executives, jointly and severally, hereby represents and warrants to each
other party hereto as follows:

            3.1 Due Execution, Etc. Each Ashton Executive has all requisite
legal capacity to enter into this Agreement, to carry out his obligations
hereunder and to consummate the transactions contemplated hereby. This Agreement
has been duly executed and delivered by each Ashton Executive and (assuming due
authorization, execution and delivery by the other parties hereto) this
Agreement constitutes the legal, valid and binding obligation of each Ashton
Executive, enforceable against each Ashton Executive in accordance with its
terms.

            3.2 No Conflicts. The execution and delivery by each Ashton
Executive of this Agreement and the consummation of the transactions
contemplated hereby will not conflict with or result in a breach of the
provisions of, or constitute a default under, or result in any violation of, or
require any consent under, or give to any third party any rights of termination,
amendment,


                                       8
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acceleration, suspension, revocation or cancellation of, or result in the
creation of any Lien on any of the Shares or on any of the assets or properties
of the Ashton Executives pursuant to any note, bond, mortgage or indenture,
contract, agreement, lease, sublease, license, permit, franchise or other
instrument or arrangement to which such Ashton Executive is a party.

            3.3 Securities Act of 1933. (a) Each Ashton Executive understands
that (i) the Ashton Executive Shares have not been registered under the Act,
(ii) the Ashton Executives Shares are being acquired in a transaction exempt
from the registration requirements of the Act and may not be transferred unless
registered under the Act or exempt from such registration and (iii) the
certificates representing the Ashton Executives Shares bear a restrictive legend
to the foregoing effect.

            (b) Each Ashton Executive acknowledges that (i) he is fully familiar
with the terms of Issuer's Certificate of Incorporation and Bylaws and the
rights and preferences of the Ashton Executive Shares and other classes of
Issuer's capital stock; (ii) he is fully familiar with Issuer's financial
condition, business activities and prospects; (iii) there is no assurance of any
return on his investment in Issuer; (iv) he may lose the entire amount of his
investment in Issuer; and (v) the Ashton Executive Shares are an illiquid
investment and, for various reasons (including the absence of a public trading
market in shares of New Common Stock), he may be required to hold the Ashton
Executive Shares indefinitely.

4. Representations and Warranties of the Gomez Principals. As an inducement to
each of the other parties hereto to enter into this Agreement, each of the Gomez
Principals, jointly and severally, hereby represents and warrants to each other
party hereto as follows:

            4.1 Due Execution, Etc. Each Gomez Principal has all requisite legal
capacity to enter into this Agreement, to carry out his obligations hereunder
and to consummate the transactions contemplated hereby. This Agreement has been
duly executed and delivered by each Gomez Principal and (assuming due
authorization, execution and delivery by the other


                                       9
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parties hereto) this Agreement constitutes the legal, valid and binding
obligation of each Gomez Principal, enforceable against each Gomez Principal in
accordance with its terms.

            4.2 No Conflicts. The execution and delivery by each Gomez Principal
of this Agreement and the consummation of the transactions contemplated hereby
will not conflict with or result in a breach of the provisions of, or constitute
a default under, or result in any violation of, or require any consent under, or
give to any third party any rights of termination, amendment, acceleration,
suspension, revocation or cancellation of, or result in the creation of any Lien
on any of the Shares or on any of the assets or properties of the Gomez
Principals pursuant to any note, bond, mortgage or indenture, contract,
agreement, lease, sublease, license, permit, franchise or other instrument or
arrangement to which such Gomez Principal is a party.

            4.3 Securities Act of 1933. (a) Each Gomez Principal understands
that (i) the Gomez Principals Shares and the Gomez Principals Options have not
been registered under the Act, (ii) the Gomez Principal Shares and the Gomez
Principals Options are being acquired in a transaction exempt from the
registration requirements of the Act and may not be transferred unless
registered under the Act or exempt from such registration and (iii) the
certificates representing the Gomez Principals Shares and the Gomez Principals
Options bear a restrictive legend to the foregoing effect.

            (b) Each Gomez Principal acknowledges that (i) he is fully familiar
with the terms of Issuer's Certificate of Incorporation and Bylaws and the
rights and preferences of the Gomez Principals Shares, the Gomez Principals
Options and other classes of Issuer's capital stock; (ii) he is fully familiar
with Issuer's financial condition, business activities and prospects; (iii)
there is no assurance of any return on his investment in Issuer; (iv) he may
lose the entire amount of his investment in Issuer; and (v) the Gomez Principals
Shares and the Gomez Principals Options are an illiquid investment and, for
various reasons (including the absence of a public trading market in Issuer's
common stock), he may be required to hold the Gomez


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Principals Shares and the Gomez Principals Options indefinitely.

5. Representations and Warranties of Issuer. As an inducement to each of the
parties hereto to enter into this Agreement, Issuer hereby represents and
warrants to each party hereto as follows:

            5.1 Due Authorization, Etc. Issuer has all requisite power and
authority to enter into this Agreement, to carry out its obligations hereunder
and to consummate the transactions contemplated hereby. The execution, delivery
and performance of this Agreement by Issuer have been duly authorized by all
required corporate action on the part of Issuer. This Agreement has been duly
executed and delivered by Issuer, and (assuming due authorization, execution and
delivery by the other parties hereto) this Agreement constitutes the legal,
valid and binding obligation of Issuer, enforceable against Issuer in accordance
with its terms.

            5.2 Certificate of Designation. Attached hereto as Exhibit B is a
true and correct copy of the Certificate of Designation governing the Preferred
Shares (the "Certificate of Designation").

            5.3 No Conflicts. The execution and delivery by Issuer of this
Agreement and the consummation of the transaction contemplated hereby will not
conflict with or result in a breach of the provisions of, or constitute a
default under, or result in any violation of, or require any consent under, or
give to any third party any rights of termination, amendment, acceleration,
suspension, revocation or cancellation of, or result in the creation of any Lien
on any of the Shares or on any of the assets or properties of Issuer pursuant to
(x) the Certificate of Incorporation or Bylaws of Issuer, or (y) any note, bond,
mortgage or indenture, contract, agreement, lease, sublease, license, permit,
franchise or other instrument or arrangement to which Issuer is a party.


                                       11
<PAGE>

            5.4 Securities Act of 1933. (a) In accordance with Section 3(a)(9)
of the Act, the offer, issuance and delivery of the Preferred Shares to Ashton
in accordance with the terms hereof is exempt from the registration requirements
of the Act. The issuance and delivery of any additional shares of Preferred
Stock as a dividend payment on the Shares (the "Dividend Shares") in accordance
with the Certificate of Designation is exempt from the registration requirements
of the Act.

            (b) Assuming the accuracy of the representations and warranties set
forth in Section 2.3, Section 3.3 and Section 4.3, the offer, issuance and
delivery of the Old Shares, the Ashton Executive Shares and the Gomez Principals
Shares in accordance with the terms hereof are exempt from the registration
requirements of the Act.

            5.5 Title to the Shares. The Preferred Shares, Dividend Shares, the
Old Shares, the Ashton Executive Shares and the Gomez Principals Shares
(collectively, the "Shares") have been duly authorized for issuance and, upon
issuance in accordance with the terms hereof, will be validly issued, fully paid
and nonassessable. The issuance of the Shares is not subject to any preemptive
or similar rights.

6. Covenants.

            6.1 Stockholders Agreement. Concurrently with the execution and
delivery of this Agreement, each of the parties hereto shall enter into the
Stockholders Agreement in the form of Exhibit C.

            6.2 Employee Incentive Plan of Issuer. Concurrently with the
execution and delivery of this Agreement, Issuer's board of directors and
stockholders shall adopt and approve the Employee Incentive Plan in the form of
Exhibit D (the "Employee Incentive Plan").


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<PAGE>

            6.3 Issuance to Other Employees of Ashton. The Company hereby
reserves 631 shares of New Common Stock to be issued to certain employees of
Ashton (the "Ashton Employees") at a price of $10.00 per share of New Common
Stock at the direction of Ashton; provided, however, that the number of shares
of New Common Stock and the price per share shall be appropriately adjusted in
the event of any increase or decrease in the number of issued shares of New
Common Stock resulting from a subdivision or consolidation of shares or other
capital adjustment, or the payment of a stock dividend or other increase or
decrease in such shares, effected without receipt of consideration by Issuer, or
other change in corporate or capital structure. Each Ashton Employee who
receives shares of New Common Stock pursuant to this Section 6.3 shall become a
party to the Stockholders Agreement and shall be deemed to be an "Ashton
Executive" thereunder.

7. Miscellaneous.

            7.1 Amendments. This Agreement may not be amended or terminated nor
may any provision hereof be waived except by a writing signed by or on behalf of
all parties hereto or, in the case of a waiver, by the party against whom such
waiver may be asserted.

            7.2 Survival of Representations and Warranties. All representations
and warranties contained herein or made in writing by or on behalf of any party
hereto in connection herewith shall survive until the expiration of any
applicable statute of limitations.

            7.3 Successors and Assigns. The provisions of this Agreement shall
bind and inure to the benefit of the respective successors and assigns of the
parties, whether so expressed or not.

            7.4 Notices. All notices, consents, instructions and other
communications required or permitted under this Agreement (collectively,
"Notice") shall be effective only if given in writing and shall be considered to
have been duly given when (i) delivered by hand, (ii)


                                       13
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sent by telecopier (with receipt confirmed), provided that a copy is mailed (on
the same date) by certified or registered mail, return receipt requested,
postage prepaid, or (iii) received by the addressee, if sent by Express Mail,
Federal Express or other reputable express delivery service (receipt requested),
or by first class certified or registered mail, return receipt requested,
postage prepaid. Notice shall be sent in each case to the appropriate addresses
or telecopier numbers set forth below (or to such other addresses and telecopier
numbers as a party may from time to time designate as to itself by notice
similarly given to the other parties in accordance herewith, which shall not be
deemed given until received by the addressee). Notice shall be given:

            (1)   to Issuer at:

                  Gomez Advisors, Inc.
                  97 Lowell Road, Suite 13
                  Concord, MA 01742
                  Attn:  President
                  Telecopier:  (978) 287-0086

            (2)   to Ashton at:

                  The Ashton Technology Group, Inc.
                  1900 Market Street, Suite 701
                  Philadelphia, PA 19103
                  Attn:  President
                  Telecopier:  (215) 636-3560

            (3)   to the Ashton Executives at:

                  c/o The Ashton Technology Group, Inc.
                  1900 Market Street, Suite 701
                  Philadelphia, PA 19103
                  Attn:  President
                  Telecopier:  (215) 636-3560

            (4)   to the Gomez Principals at:

                  c/o Gomez Advisors, Inc.
                  97 Lowell Road, Suite 13


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<PAGE>

                  Concord, MA 01742
                  Attn:  President
                  Telecopier:  (978) 287-0086

            7.5 Construction of Terms. When the context in which words are used
in this Agreement indicates that such is the intent, singular words shall
include the plural and vice versa and masculine words shall include the feminine
and the neuter genders and vice versa. References herein to Articles, Sections,
Exhibits, Schedules or other subdivisions are to the appropriate subdivisions of
this Agreement unless the context otherwise requires. The words "herein",
"hereof", and "hereunder" and other words of similar import refer to this
Agreement as a whole and not to any particular Article, Section, Exhibit,
Schedule or other subdivision.

            7.6 Descriptive Headings. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and do
not constitute a part of this Agreement.

            7.7 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware without giving effect to
the conflict of laws provisions thereof.

            7.8 Entire Agreement. This Agreement, and the other writings,
documents and agreements referred to herein or delivered pursuant hereto,
contain the entire agreement among the parties with respect to the subject
matter hereof and supersede all prior and contemporaneous arrangements or
understandings with respect thereto, including, without limitation, that certain
unexecuted Memorandum of Understanding between Gomez and Ashton dated December
22, 1997. Each of the parties hereto acknowledge that, following the
consummation of the transactions contemplated hereby, other than the equity
securities and options of Issuer to be issued in accordance with this Agreement
and any options or other equity securities to be issued in accordance with
Issuer's Employee Incentive Plan, there are no outstanding shares of capital


                                       15
<PAGE>

stock or other equity securities, options, warrants, convertible securities or
other rights, agreements, arrangements or commitments of any character relating
to the equity interests of Issuer or obligating Issuer to issue or sell any
shares of capital stock of, or any other interest in, Issuer.

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

            7.10 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and it shall not be
necessary in making proof of this Agreement to produce or account for more than
one such counterpart as long as each party shall have signed an original
counterpart.

            7.11 Further Action. Each of the parties hereto shall cooperate
fully with the other parties and shall use all reasonable efforts to take, or
cause to be taken, all appropriate action, do or cause to be done all things
necessary, proper or advisable under applicable laws, and execute and deliver
such documents and other papers as may be required or appropriate to carry out
the provisions of this Agreement and consummate and make effective the
transactions contemplated hereby.


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<PAGE>

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

                                    GOMEZ ADVISORS, INC.


                                    By: /s/ Julio Gomez
                                        ----------------------------------------
                                        Name:  Julio Gomez
                                        Title: President


                                    THE ASHTON TECHNOLOGY GROUP, INC.


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


                                    /s/ Julio Gomez
                                    --------------------------------------------
                                    JULIO GOMEZ


                                    /s/ John Robb
                                    --------------------------------------------
                                    JOHN ROBB


                                    /s/ Alexander Stein
                                    --------------------------------------------
                                    ALEXANDER STEIN


                                    /s/ Fredric W. Rittereiser
                                    --------------------------------------------
                                    FREDRIC W. RITTEREISER


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                                    /s/ K. Ivan F. Gothner
                                    --------------------------------------------
                                    K. IVAN F. GOTHNER


                                    /s/ Arthur J. Bacci
                                    --------------------------------------------
                                    ARTHUR J. BACCI


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