THIS DOCUMENT CONTAINS PART OF A PROSPECTUS COVERING SECRUITIES THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933.

                       Boston Communications Group, Inc.
                             2000 STOCK OPTION PLAN

1.       Purpose

         The  purpose  of this 2000  Stock  Option  Plan (the  "Plan") of Boston
Communications Group, Inc., a Massachusetts  corporation (the "Company"),  is to
advance the interests of the Company's  stockholders  by enhancing the Company's
ability to attract,  retain and  motivate  persons who make (or are  expected to
make)  important  contributions  to the Company by  providing  such persons with
equity  ownership  opportunities  and  performance-based  incentives and thereby
better  aligning  the  interests  of such  persons  with those of the  Company's
stockholders.  Except where the context otherwise  requires,  the term "Company"
shall include any of the Company's present or future subsidiary  corporations as
defined in Section 424(f) of the Internal Revenue Code of 1986, as amended,  and
any  regulations  promulgated  thereunder  (the  "Code") and any other  business
venture  (including,  without  limitation,  joint  venture or limited  liability
company) in which the Company has a significant  interest,  as determined by the
Board of Directors of the Company (the "Board").

2.       Eligibility

         All of the Company's employees,  officers,  directors,  consultants and
advisors (and any  individuals  who have accepted an offer for  employment)  are
eligible to be granted  options (each,  an "Option") under the Plan. Each person
who has been granted an Option under the Plan shall be deemed a "Participant".

3.       Administration, Delegation

     (a)  Administration by Board of Directors. The Plan will be administered by
          the Board of Directors of the Company (the  "Board").  The Board shall
          have  authority to grant  Options and to adopt,  amend and repeal such
          administrative rules, guidelines and practices relating to the Plan as
          it shall deem advisable.  The Board may correct any defect, supply any
          omission or reconcile any  inconsistency  in the Plan or any Option in
          the manner and to the extent it shall deem expedient to carry the Plan
          into  effect  and it  shall  be the  sole  and  final  judge  of  such
          expediency.  All  decisions  by the Board shall be made in the Board's
          sole  discretion  and shall be final and binding on all persons having
          or claiming any interest in the Plan or in any Option.  No director or
          person acting  pursuant to the authority  delegated by the Board shall
          be liable for any  action or  determination  relating  to or under the
          Plan made in good faith.
     (b)  Delegation to Committees.  To the extent  permitted by applicable law,
          the Board may  delegate any or all of its powers under the Plan to one
          or more committees or subcommittees of the Board (a "Committee"), each
          member of which shall be an "outside  director"  within the meaning of
          Section 162(m) of the Code and a "non-employee director" as defined in
          Rule 16b-3 promulgated under the Securities  Exchange Act of 1934 (the
          "Exchange  Act"). All references in the Plan to the "Board" shall mean
  <PAGE>

          the  Board or a Committee  of the Board to the extent that the Board's
          powers or  authority  under the Plan have been  delegated to such
          Committee.

4.        Stock Available for Options

          (a)  Number of Shares.  Subject to adjustment under Section 8, Options
               may be made  under  the Plan for up to  500,000  shares of common
               stock,  $.01 par value per share,  of the  Company  (the  "Common
               Stock").  If any Option expires or is terminated,  surrendered or
               canceled  without having been fully  exercised or is forfeited in
               whole or in part or results in any Common Stock not being issued,
               the unused  Common  Stock  covered by such Option  shall again be
               available  for the grant of  Options  under  the  Plan,  subject,
               however,  in the case of Incentive  Stock Options (as hereinafter
               defined),  to any  limitation  required  under the  Code.  Shares
               issued  under  the  Plan  may  consist  in  whole  or in  part of
               authorized   but  unissued   shares  or  treasury   shares.

          (b)  Per-Participant Limit. Subject to adjustment under Section 8, the
               maximum  number of shares of Common  Stock with  respect to which
               Options may be granted to any Participant under the Plan shall be
               100,000 per calendar year. The per-Participant limit described in
               this  Section 4(b) shall be  construed  and applied  consistently
               with Section 162(m) of the Code ("Section 162(m)").

5.       Stock Options

          (a)  General.  The Board may grant  options to purchase  Common  Stock
               (each,  an "Option") and determine the number of shares of Common
               Stock to be covered by each Option,  the  exercise  price of each
               Option  and the  conditions  and  limitations  applicable  to the
               exercise  of  each  Option,   including  conditions  relating  to
               applicable  federal or state  securities  laws,  as it  considers
               necessary or advisable.  An Option which is not intended to be an
               Incentive  Stock  Option  (as   hereinafter   defined)  shall  be
               designated a "Nonstatutory Stock Option".

          (b)  Incentive  Stock Options.  An Option that the Board intends to be
               an "incentive stock option" as defined in Section 422 of the Code
               (an "Incentive  Stock Option") shall only be granted to employees
               of the  Company  and shall be subject  to and shall be  construed
               consistently  with the  requirements  of Section 422 of the Code.
               The Company  shall have no  liability  to a  Participant,  or any
               other party, if an Option (or any part thereof) which is intended
               to be an Incentive Stock Option is not an Incentive Stock Option.

          (c)  Exercise  Price.  The Board shall establish the exercise price at
               the time each Option is granted and specify it in the  applicable
               option  agreement,  provided,  however,  that the exercise  price
               shall  be not less  than  100% of the  fair  market  value of the
               Common Stock,  as determined by the Board, at the time the Option
               is granted. An option may not be repriced following its grant.
 <PAGE>

          (d)  Duration of Options.  Each Option  shall be  exercisable  at such
               times and subject to such terms and  conditions  as the Board may
               specify in the applicable  option agreement,  provided,  however,
               that no Option  will be granted  for a term in excess of ten (10)
               years.

          (e)  Exercise of Option.  Options may be  exercised by delivery to the
               Company  of a written  notice of  exercise  signed by the  proper
               person  or by any  other  form of  notice  (including  electronic
               notice)  approved by the Board  together  with payment in full as
               specified  in Section 5(f) for the number of shares for which the
               Option is exercised.

          (f)  Payment Upon Exercise.  Common Stock  purchased upon the exercise
               of  an   Option   granted   under   the   Plan   shall   be  paid
               ---------------------- for as follows:

          i)   in cash or by check, payable to the order of the Company;

          ii)  except  as the  Board  may,  in its  sole  discretion,  otherwise
               provide in an option agreement, by (i) delivery of an irrevocable
               and unconditional undertaking by a creditworthy broker to deliver
               promptly  to the  Company  sufficient  funds to pay the  exercise
               price or (ii)  delivery  by the  Participant  to the Company of a
               copy  of  irrevocable   and   unconditional   instructions  to  a
               creditworthy  broker to deliver promptly to the Company cash or a
               check sufficient to pay the exercise price;

          iii) by  delivery of shares of Common  Stock owned by the  Participant
               valued  at their  fair  market  value as  determined  by (or in a
               manner  approved  by) the  Board  in  good  faith  ("Fair  Market
               Value"),  provided  (i) such method of payment is then  permitted
               under  applicable law and (ii) such Common Stock was owned by the
               Participant at least six months prior to such delivery;

          iv)  to the extent  permitted by the Board,  in its sole discretion by
               (i)  delivery  of a  promissory  note of the  Participant  to the
               Company on terms determined by the Board, or (ii) payment of such
               other lawful consideration as the Board may determine; or

          v)   by any combination of the above permitted forms of payment.

         (g)   Substitute  Options. In connection with a merger or consolidation
               of an entity with the Company or the  acquisition  by the Company
               of property or stock of an entity, the Board may grant Options in
               substitution for any options or other stock or stock-based awards
               granted  by  such  entity  or an  affiliate  thereof.  Substitute
               Options  may  be  granted  on  such  terms  as  the  Board  deems
               appropriate in the circumstances, notwithstanding any limitations
               on Options contained in the other sections of this Section 5.

6.       Adjustments for Changes in Common Stock and Certain Other Events

          (a)  Changes  in  Capitalization.  In the  event of any  stock  split,
               reverse   stock   split,   stock   dividend,    recapitalization,
               combination of shares,  reclassification  of shares,  spin-off or
<PAGE>

               othersimilar   change  in   capitalization   or  event,   or  any
               distribution  to holders of Common Stock other than a normal
               cash  dividend,  (i) the  number  and  class  of  securities
               available  under this Plan, (ii) the  per-Participant  limit
               set forth in Section 4(b), and (iii) the number and class of
               securities  and  exercise  price per share  subject  to each
               outstanding Option,  shall be appropriately  adjusted by the
               Company (or substituted  Options may be made, if applicable)
               to the extent the Board shall determine, in good faith, that
               such  an  adjustment  (or  substitution)  is  necessary  and
               appropriate.  If this  Section 6(a) applies and Section 6(c)
               also applies to any event,  Section 6(c) shall be applicable
               to such event, and this Section 6a) shall not be applicable.

          (b)  Liquidation   or   Dissolution.   In  the  event  of  a  proposed
               liquidation or  dissolution of the Company,  the Board shall upon
               written  notice  to  the  Participants   provide  that  all  then
               unexercised  Options will (i) become  exercisable in full as of a
               specified  time at least 10 business  days prior to the effective
               date  of such  liquidation  or  dissolution  and  (ii)  terminate
               effective  upon such  liquidation or  dissolution,  except to the
               extent exercised before such effective date.

          (c)  Acquisition Events

          (i)  Definition.  An "Acquisition Event" shall mean: (a) any merger or
               consolidation  of the Company  with or into  another  entity as a
               result of which the Common Stock is  converted  into or exchanged
               for the right to receive cash,  securities  or other  property or
               (b) any exchange of shares of the Company for cash, securities or
               other   property   pursuant   to  a  statutory   share   exchange
               transaction.

          (ii) Consequences  of  an  Acquisition  Event  on  Options.  Upon  the
               occurrence  of an  Acquisition  Event,  or the  execution  by the
               Company of any agreement  with respect to an  Acquisition  Event,
               the Board shall  provide that all  outstanding  Options  shall be
               assumed,  or  equivalent  options  shall be  substituted,  by the
               acquiring or succeeding  corporation  (or an affiliate  thereof).
               For purposes hereof,  an Option shall be considered to be assumed
               if, following  consummation of the Acquisition  Event, the Option
               confers  the right to  purchase,  for each share of Common  Stock
               subject to the Option  immediately  prior to the  consummation of
               the  Acquisition   Event,   the   consideration   (whether  cash,
               securities  or  other  property)  received  as a  result  of  the
               Acquisition  Event by holders  of Common  Stock for each share of
               Common Stock held  immediately  prior to the  consummation of the
               Acquisition  Event  (and if  holders  were  offered  a choice  of
               consideration, the type of consideration chosen by the holders of
               a majority of the outstanding shares of Common Stock);  provided,
               however,  that if the  consideration  received as a result of the
               Acquisition  Event is not solely common stock of the acquiring or
               succeeding  corporation  (or an affiliate  thereof),  the Company
               may, with the consent of the acquiring or succeeding corporation,
               provide for the consideration to be received upon the exercise of
               Options to consist  solely of common  stock of the  acquiring  or
               succeeding  corporation (or an affiliate  thereof)  equivalent in
               fair  market  value to the per share  consideration  received  by
               holders of outstanding  shares of Common Stock as a result of the
               Acquisition Event.

               Notwithstanding  the  foregoing,  if the  acquiring or succeeding
          corporation  (or an affiliate  thereof)  does not agreeto  assume,  or


<PAGE>

          substitute  for,  such  Options,  then the Board  shall,  upon written
          notice to the Participants,  provide that all then unexercised Options
          will become  exercisable  in full as of a specified  time prior to the
          Acquisition  Event  and  will  terminate   immediately  prior  to  the
          consummation of such Acquisition Event, except to the extent exercised
          by the Participants before the consummation of such Acquisition Event;
          provided, however, that in the event of an Acquisition Event under the
          terms of which holders of Common Stock will receive upon  consummation
          thereof a cash  payment  for each  share of Common  Stock  surrendered
          pursuant to such Acquisition Event(the  "Acquisition Price"), then the
          Board may instead provide that all outstanding Options shall terminate
          upon  consummation of such Acquisition Event and that each Participant
          shall  receive,  in exchange  therefor,  a cash  payment  equal to the
          amount (if any) by which (A) the Acquisition  Price  multiplied by the
          number of shares of Common Stock subject to such  outstanding  Options
          (whether or not then exercisable),  exceeds (B) the aggregate exercise
          price of such Options.

7. General Provisions  Applicable to Options

          (a)  Transferability  of  Options.  Except as the Board may  otherwise
               determine  or provide in an  Option,  Options  shall not be sold,
               assigned,  transferred,  pledged or otherwise  encumbered  by the
               person  to  whom  they  are  granted,  either  voluntarily  or by
               operation  of law,  except  by will or the  laws of  descent  and
               distribution,  and, during the life of the Participant,  shall be
               exercisable only by the Participant. References to a Participant,
               to the extent relevant in the context,  shall include  references
               to authorized transferees.  (b) Documentation.  Each Option shall
               be  evidenced by a written  instrument  in such form as the Board
               shall determine, such written instrument may be in the form of an
               agreement  signed by the Company and the Participant or a written
               confirming  memorandum to the Participant from the Company.  Each
               Option may contain terms and  conditions in addition to those set
               forth in the Plan.

          (c)  Board Discretion.  Except as otherwise provided by the Plan, each
               Option may be made alone or in  addition  or in  ----------------
               relation to any other  Option.  The terms of each Option need not
               be  identical,   and  the  Board  need  not  treat   Participants
               uniformly.

          (d)  Termination of Status. The Board shall determine the effect on an
               Option of the disability, death, retirement,  authorized leave of
               absence or other  change in the  employment  or other status of a
               Participant and the extent to which, and the period during which,
               the  Participant,   the   Participant's   legal   representative,
               conservator,  guardian or  Designated  Beneficiary  may  exercise
               rights under the Option.

          (e)  Withholding.  Each Participant shall pay to the Company,  or make
               provision  satisfactory  to the Board for  payment  of, any taxes
               required by law to be withheld in connection with Options to such
               Participant  no later than the date of the event creating the tax
               liability.  Except  as the  Board  may  otherwise  provide  in an
               Option,  when the Common Stock is  registered  under the Exchange
               Act,  Participants  may,  to  the  extent  then  permitted  under
               applicable law,  satisfy such tax obligations in whole or in part
               by delivery of shares of Common Stock,  including shares retained
               from the Option creating the tax obligation, valued at their Fair


<PAGE>

               Market  Value.  The Company may, to the extent  permitted by law,
               deduct  any such tax  obligations  from any  payment  of any kind
               otherwise due to a Participant.

          (f)  Amendment of Option. The Board may amend, modify or terminate any
               outstanding  Option,  including but not limited to,  substituting
               therefor another Option of the same or a different type, changing
               the date of exercise or realization,  and converting an Incentive
               Stock Option to a  Nonstatutory  Stock Option,  provided that the
               Participant's consent to such action shall be required unless the
               Board determines that the action, taking into account any related
               action,   would  not   materially   and   adversely   affect  the
               Participant.

          (g)  Conditions  on  Delivery  of  Stock.  The  Company  will  not  be
               obligated to deliver any shares of Common  Stock  pursuant to the
               Plan or to remove  restrictions from shares previously  delivered
               under the Plan until (i) all  conditions  of the Option have been
               met or removed to the  satisfaction  of the Company,  (ii) in the
               opinion of the  Company's  counsel,  all other  legal  matters in
               connection  with the  issuance  and  delivery of such shares have
               been satisfied,  including any applicable securities laws and any
               applicable  stock exchange or stock market rules and regulations,
               and (iii) the  Participant  has  executed  and  delivered  to the
               Company such  representations  or  agreements  as the Company may
               consider   appropriate  to  satisfy  the   requirements   of  any
               applicable laws, rules or regulations.

          (h)  Acceleration.  The Board may at any time provide that any Options
               shall become  immediately  exercisable in full or in ------------
               part.

8.       Miscellaneous

          (a)  No Right To Employment or Other Status.  No person shall have any
               claim or right  to be  granted  an  Option,  and the  grant of an
               Option shall not be construed as giving a  Participant  the right
               to  continued  employment  or any  other  relationship  with  the
               Company.  The Company expressly reserves the right at any time to
               dismiss  or  otherwise   terminate   its   relationship   with  a
               Participant  free  from any  liability  or claim  under the Plan,
               except as expressly provided in the applicable Option.

          (b)  No  Rights  As  Stockholder.  Subject  to the  provisions  of the
               applicable Option, no Participant or Designated Beneficiary shall
               have any rights as a  stockholder  with  respect to any shares of
               Common  Stock to be  distributed  with respect to an Option until
               becoming the record  holder of such shares.  Notwithstanding  the
               foregoing, in the event the Company effects a split of the Common
               Stock by means of a stock  dividend and the exercise price of and
               the number of shares  subject to such  Option are  adjusted as of
               the date of the  distribution of the dividend  (rather than as of
               the  record  date  for  such  dividend),  then  an  optionee  who
               exercises an Option between the record date and the  distribution
               date for such stock dividend shall be entitled to receive, on the
               distribution  date, the stock dividend with respect to the shares
               of   Common   Stock   acquired   upon   such   Option   exercise,
               notwithstanding the fact that such shares were not outstanding as
               of the  close of  business  on the  record  date  for such  stock
               dividend.
<PAGE>

          (c)  Effective Date and Term of Plan. The Plan shall become  effective
               on the date on which it is adopted  by the  Board,  but no Option
               granted to a Participant  that is intended to comply with Section
               162(m)  shall  become  exercisable,   vested  or  realizable,  as
               applicable  to such  Option,  unless  and until the Plan has been
               approved by the Company's  stockholders to the extent stockholder
               approval  is required  by Section  162(m) in the manner  required
               under Section  162(m)  (including the vote required under Section
               162(m)).  No Options  shall be  granted  under the Plan after the
               completion of ten years from the earlier of (i) the date on which
               the Plan was  adopted  by the Board or (ii) the date the Plan was
               approved by the Company's  stockholders,  but Options  previously
               granted may extend beyond that date.

          (d)  Amendment of Plan. The Board may amend,  suspend or terminate the
               Plan or any  portion  thereof at any time,  provided  that to the
               extent  required  by  Section  162(m),  no  Option  granted  to a
               Participant  that is intended to comply with Section 162(m) after
               the date of such amendment shall become  exercisable,  realizable
               or vested,  as applicable  to such Option,  unless and until such
               amendment shall have been approved by the Company's  stockholders
               as required by Section 162(m)  (including the vote required under
               Section 162(m)).

          (e)  Governing  Law. The  provisions  of the Plan and all Options made
               hereunder shall be governed by and interpreted in accordance with
               the laws of the Commonwealth of Massachusetts,  without regard to
               any applicable conflicts of law.