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                                                                    Exhibit 10.3

                         CHOICETEL COMMUNICATIONS, INC.
                            1997 LONG-TERM INCENTIVE
                                       AND
                                STOCK OPTION PLAN

     SECTION 1     PURPOSE OF PLAN. This Plan shall be known as the "CHOICETEL
COMMUNICATIONS, INC. 1997 LONG-TERM INCENTIVE AND STOCK OPTION PLAN" and is
hereinafter referred to as the "Plan". The purpose of the Plan is to aid in
maintaining and developing personnel capable of assuring the future success of
ChoiceTel Communications, Inc., a Minnesota corporation (the "Company"), to
offer such personnel additional incentives to put forth maximum efforts for the
success of the business, and to afford them an opportunity to acquire a
proprietary interest in the Company through stock options and other long-term
incentive awards as provided herein. Options granted under this Plan may be
either incentive stock options ("Incentive Stock Options") within the meaning of
Section 422 of the Internal Revenue Code of 1986 (the "Code"), or options that
do not qualify as Incentive Stock Options. Awards granted under this Plan shall
be SARs, restricted stock or performance awards as hereinafter described.

     SECTION 2     STOCK SUBJECT TO PLAN. Subject to the provisions of Section
16 hereof, the stock to be subject to options or other awards under the Plan
shall be the Company's authorized common shares, no par value(the "Common
Shares"). Such Common Shares may be either authorized but unissued shares, or
issued shares which have been reacquired by the Company. Subject to adjustment
as provided in Section 16 hereof, the maximum number of shares on which options
may be exercised or other awards issued under this Plan shall be 1,500,000
shares. If an option or award under the Plan expires, or for any reason is
terminated or unexercised with respect to any shares, such shares shall again be
available for options or awards thereafter granted during the term of the Plan.

     SECTION 3     ADMINISTRATION OF PLAN.

     a.   The Plan shall be administered by the Board of Directors of the
     Company or a committee thereof. The members of any such committee shall be
     appointed by and serve at the pleasure of the Board of Directors. (The
     group administering the Plan shall hereinafter be referred to as the
     "Committee".)

     b.   The Committee shall have plenary authority in its discretion, but
     subject to the express provisions of the Plan: (i) to determine the
     purchase price of the Common Stock covered by each option or award, (ii) to
     determine the employees to whom and the time or times at which such options
     and awards shall be granted and the number of shares to be subject to each,
     (iii) to determine the form of payment to be made upon the exercise of an
     SAR or in connection with performance awards, either cash, Common Shares of
     the Company or a combination thereof, (iv) to determine the terms of
     exercise of each option

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     and award, (v) to accelerate the time at which all or any part of an option
     or award may be exercised, (vi) to amend or modify the terms of any option
     or award with the consent of the optionee, (vii) to interpret the Plan,
     (viii) to prescribe, amend and rescind rules and regulations relating to
     the Plan, (ix) to determine the terms and provisions of each option and
     award agreement under the Plan (which agreements need not be identical),
     including the designation of those options intended to be Incentive Stock
     Options, and (x) to make all other determinations necessary or advisable
     for the administration of the Plan, subject to the exclusive authority of
     the Board of Directors under Section 17 herein to amend or terminate the
     Plan. The Committee's determinations on the foregoing matters, unless
     otherwise disapproved by the Board of Directors of the Company, shall be
     final and conclusive.

     c.   The Committee shall select one of its members as its Chair and shall
     hold its meetings at such times and places as it may determine. A majority
     of its members shall constitute a quorum. All determinations of the
     Committee shall be made by not less than a majority of its members. Any
     decision or determination reduced to writing and signed by all of the
     members of the Committee shall be fully effective as if it had been made by
     a majority vote at a meeting duly called and held. The grant of an option
     or award shall be effective only if a written agreement shall have been
     duly executed and delivered by and on behalf of the Company following such
     grant. The Committee may appoint a Secretary and may make such rules and
     regulations for the conduct of its business as it shall deem advisable.

     SECTION 4     ELIGIBILITY AND GRANT.

     a.   Eligibility. Incentive Stock Options may only be granted under this
     Plan to any full or part-time employee (which term as used herein includes,
     but is not limited to, officers and directors who are also employees) of
     the Company and of its present and future subsidiary corporations within
     the meaning of Section 424(f) of the Code (herein called "subsidiaries").
     Full or part-time employees, directors who are not employees, consultants
     or independent contractors to the Company or one of its subsidiaries or
     affiliates shall be eligible to receive options which do not qualify as
     Incentive Stock Options and awards. In determining the persons to whom
     options and awards shall be granted and the number of shares subject to
     each, the Committee may take into account the nature of services rendered
     by the respective employees or consultants, their present and potential
     contributions to the success of the Company and such other factors as the
     Committee in its discretion shall deem relevant.

     b.   Grant of Additional Options. A person who has been granted an option
     or award under this Plan may be granted additional options or awards under
     the Plan if the Committee shall so determine; provided, however, that to
     the extent the aggregate fair market value (determined at the time the
     Incentive Stock Option is granted) of the Common Shares with respect to
     which all Incentive Stock Options are exercisable for the first time by an
     employee during any calendar year (under all plans described in subsection
     (d) of Section 422 of the Code of his or her employer corporation and its
     parent and subsidiary corporations) exceeds $100,000, such options shall be
     treated as

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     options that do not qualify as Incentive Stock Options. Nothing in the Plan
     or in any agreement thereunder shall confer on any employee any right to
     continue in the employ of the Company or any of its subsidiaries or affect,
     in any way, the right of the Company or any of its subsidiaries to
     terminate his or her employment at any time.

     SECTION 5     PRICE. The option price for all Incentive Stock Options
granted under the Plan shall be determined by the Committee but shall not be
less than 100% of the fair market value of the Common Shares at the date of
grant of such option. The option price for options granted under the Plan that
do not qualify as Incentive Stock Options and, if applicable, the price for all
awards shall also be determined by the Committee. Notwithstanding the preceding
sentence, the option price for all options granted under the plan that do not
qualify as Incentive Stock Options shall be determined by the Committee but
shall not be less than eighty-five percent (85%) of the fair market value of the
Common Shares at the date of grant of such option. For purposes of the foregoing
and for all other valuation purposes under the Plan, the fair market value of
the Common Shares shall be as reasonably determined by the Committee. If on the
date of grant of any option or award hereunder the Common Shares are not traded
on an established securities market, the Committee shall make a good faith
attempt to satisfy the requirements of this Section 5 and in connection
therewith shall take such action as it deems necessary or advisable.

     SECTION 6     TERM. Each option and award and all rights and obligations
thereunder shall expire on the date determined by the Committee and specified in
the option or award agreement. The Committee shall be under no duty to provide
terms of like duration for options or awards granted under the Plan, but the
term of an Incentive Stock Option may not extend more than ten (10) years from
the date of grant of such option and the term of options granted under the Plan
which do not qualify as Incentive Stock Options may not extend more than fifteen
(15) years from the date of granting of such option.

     SECTION 7     EXERCISE OF OPTION OR AWARD.

     a.   Exercisability. The Committee shall have full and complete authority
     to determine whether an option or award will be exercisable in full at any
     time or from time to time during the term thereof, or to provide for the
     exercise thereof in such installments, upon the occurrence of such events
     (such as termination of employment for any reason) and at such times during
     the term of the option as the Committee may determine and specify in the
     option or award agreement.

     b.   No Violation of State or Federal Laws. The exercise of any option or
     award granted hereunder shall only be effective at such time that the sale
     of Common Shares pursuant to such exercise will not violate any state or
     federal securities or other laws.

     c.   Method of Exercise. An optionee or grantee electing to exercise an
     option or award shall give written notice to the Company of such election
     and of the number of shares subject to such exercise. The full purchase
     price of such shares shall be tendered with such notice of exercise. The
     fair market value of such tendered shares shall



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     be determined as provided in Section 5 herein. Until such person has been
     issued the shares subject to such exercise, he or she shall possess no
     rights as a shareholder with respect to such shares.

     SECTION 8     RESTORATION OPTIONS. The Committee may grant "restoration"
options, separately or together with another option, pursuant to which, subject
to the terms and conditions established by the Committee and any applicable
requirements of Rule 16b-3 promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act") or any other applicable law, the optionee
would be granted a new option when the payment of the exercise price of the
option to which such "restoration" option relates is made by the delivery of
shares of the Company's Common Shares owned by the optionee, as described in
this Section 8, which new option would be an option to purchase the number of
shares not exceeding the sum of (a) the number of shares of the Company's Common
Shares tendered as payment upon the exercise of the option to which such
"restoration" option relates and (b) the number of shares of the Company's
Common Shares, if any, tendered as payment of the amount to be withheld under
applicable income tax laws in connection with the exercise of the option to
which such "restoration" option relates, as described in Section 12 hereof.
"Restoration" options may be granted with respect to options previously granted
under this Plan or any prior stock option plan of the Company, and may be
granted in connection with any option granted under this Plan at the time of
such grant. The purchase price of the Common Shares under each such new option,
and the other terms and conditions of such option, shall be determined by the
Committee, consistent with the provisions of the Plan.

     SECTION 9     STOCK APPRECIATION RIGHTS.

     a.   Grant. At the time of grant of an option or award under the Plan (or
     at any other time), the Committee, in its discretion, may grant a Stock
     Appreciation Right ("SAR") evidenced by an agreement in such form as the
     Committee shall from time to time approve. Any such SAR may be subject to
     restrictions on the exercise thereof as may be set forth in the agreement
     representing such SAR, which agreement shall comply with and be subject to
     the following terms and conditions and any additional terms and conditions
     established by the Committee that are consistent with the terms of the
     Plan.

     b.   Exercise. An SAR shall be exercised by the delivery to the Company of
     a written notice which shall state that the holder thereof elects to
     exercise his or her SAR as to the number of shares specified in the notice
     and which shall further state what portion, if any, of the SAR exercise
     amount (hereinafter defined) the holder thereof requests is to be paid in
     cash and what portion, if any, is to be paid in Common Shares of the
     Company. The Committee promptly shall cause to be paid to such holder the
     SAR exercise amount either in cash, in Common Shares of the Company, or any
     combination of cash and shares as the Committee may determine. Such
     determination may be either in accordance with the request made by the
     holder of the SAR or in the sole and absolute discretion of the Committee.
     The SAR exercise amount is the excess of the fair market value of one share
     of the Company's Common Shares on the date of exercise over the per share
     exercise price in respect of which the SAR was granted, multiplied by the
     number



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     of shares as to which the SAR is exercised. For the purposes hereof, the
     fair market value of the Company's shares shall be determined as provided
     in Section 5 herein.

     SECTION 10    RESTRICTED STOCK AWARDS. Awards of Common Shares subject to
forfeiture and transfer restrictions may be granted by the Committee. Any
restricted stock award shall be evidenced by an agreement in such form as the
Committee shall from time to time approve, which agreement shall comply with and
be subject to the following terms and conditions and any additional terms and
conditions established by the Committee that are consistent with the terms of
the Plan:

     a.   Grant of Restricted Stock Awards. Each restricted stock award made
     under the Plan shall be for such number of Common Shares as shall be
     determined by the Committee and set forth in the agreement containing the
     terms of such restricted stock award. Such agreement shall set forth a
     period of time during which the grantee must remain in the continuous
     employment of the Company in order for the forfeiture and transfer
     restrictions to lapse. If the Committee so determines, the restrictions may
     lapse during such restricted period in installments with respect to
     specified portions of the shares covered by the restricted stock award. The
     agreement may also, in the discretion of the Committee, set forth
     performance or other conditions that will subject the Common Shares to
     forfeiture and transfer restrictions. The Committee may, at its discretion,
     waive all or any part of the restrictions applicable to any or all
     outstanding restricted stock awards.

     b.   Delivery of Common Shares and Restrictions. At the time of a
     restricted stock award, a certificate representing the number of Common
     shares awarded thereunder shall be registered in the name of the grantee.
     Such certificate shall be held by the Company or any custodian appointed by
     the Company for the account of the grantee subject to the terms and
     conditions of the Plan, and shall bear such a legend setting forth the
     restrictions imposed thereon as the Committee, in its discretion, may
     determine. The grantee shall have all rights of a shareholder with respect
     to the Common Shares, including the right to receive dividends and the
     right to vote such shares, subject to the following restrictions: (i) the
     grantee shall not be entitled to delivery of the stock certificate until
     the expiration of the restricted period and the fulfillment of any other
     restrictive conditions set forth in the restricted stock agreement with
     respect to such Common Shares; (ii) none of the Common Shares may be sold,
     assigned, transferred, pledged, hypothecated or otherwise encumbered or
     disposed of during such restricted period or until after the fulfillment of
     any such other restrictive conditions; and (iii) except as otherwise
     determined by the Committee, all of the Common Shares shall be forfeited
     and all rights of the grantee to such Common Shares shall terminate,
     without further obligation on the part of the Company, unless the grantee
     remains in the continuous employment of the Company for the entire
     restricted period in relation to which such Common Shares were granted and
     unless any other restrictive conditions relating to the restricted stock
     award are met. Any Common Shares, any other securities of the Company and
     any other property (except for cash dividends) distributed with respect to
     the Common Shares subject to restricted stock awards shall be subject to
     the same restrictions, terms and conditions as such restricted Common
     Shares.



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     c.   Termination of Restrictions. At the end of the restricted period and
     provided that any other restrictive conditions of the restricted stock
     award are met, or at such earlier time as otherwise determined by the
     Committee, all restrictions set forth in the agreement relating to the
     restricted stock award or in the Plan shall lapse as to the restricted
     Common Shares subject thereto, and a stock certificate for the appropriate
     number of Common Shares, free of the restrictions and the restricted stock
     legend, shall be delivered to the grantee or his or her beneficiary or
     estate, as the case may be.

     SECTION 11    PERFORMANCE AWARDS. The Committee is further authorized to
     grant performance awards. Subject to the terms of this Plan and any
     applicable award agreement, a performance award granted under the Plan (i)
     may be denominated or payable in cash, Common Shares (including, without
     limitation, restricted stock), other securities, other awards, or other
     property and (ii) shall confer on the holder thereof rights valued as
     determined by the Committee, in its discretion, and payable to, or
     exercisable by, the holder of the Performance awards, in whole or in part,
     upon the achievement of such performance goals during such performance
     periods as the Committee, in its discretion, shall establish. Subject to
     the terms of this Plan and any applicable award agreement, the performance
     goals to be achieved during any performance period, the length of any
     performance period, the amount of any Performance award granted, and the
     amount of any payment or transfer to be made by the grantee and by the
     Company under any Performance award shall be determined by the Committee.

     SECTION 12    INCOME TAX WITHHOLDING AND TAX BONUSES.

     a.   Withholding of Taxes. In order to comply with all applicable federal
     or state income tax laws or regulations, the Company may take such action
     as it deems appropriate to ensure that all applicable federal or state
     payroll, withholding, income or other taxes, which are the sole and
     absolute responsibility of an optionee or grantee under the Plan, are
     withheld or collected from such optionee or grantee. In order to assist an
     optionee or grantee in paying all federal and state taxes to be withheld or
     collected upon exercise of an option or award which does not qualify as an
     Incentive Stock Option hereunder, the Committee, in its absolute discretion
     and subject to such additional terms and conditions as it may adopt, shall
     permit the optionee or grantee to satisfy such tax obligation by (i)
     electing to have the Company withhold a portion of the shares otherwise to
     be delivered upon exercise of such option or award with a fair market
     value, determined in accordance with Section 5 herein, equal to such taxes
     or (ii) delivering to the Company

          Common Shares other than the shares issuable upon exercise of such
     option or award with a fair market value, determined in accordance with
     Section 5, equal to such taxes.

     b.   Tax Bonus. The Committee shall have the authority, at the time of
     grant of an option under the Plan or at any time thereafter, to approve tax
     bonuses to designated



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     optionees or grantees to be paid upon their exercise of options or awards
     granted hereunder. The amount of any such payments shall be determined by
     the Committee. The Committee shall have full authority in its absolute
     discretion to determine the amount of any such tax bonus and the terms and
     conditions affecting the vesting and payment thereafter.

     SECTION 13    ADDITIONAL RESTRICTIONS. The Committee shall have full and
complete authority to determine whether all or any part of the Common Shares of
the Company acquired upon exercise of any of the options or awards granted under
the Plan shall be subject to restrictions on the transferability thereof or any
other restrictions affecting in any manner the optionee's or grantee's rights
with respect thereto, but any such restriction shall be contained in the
agreement relating to such options or awards.

     SECTION 14    TEN PERCENT SHAREHOLDER RULE. Notwithstanding any other
provision in the Plan, if at the time an option is otherwise to be granted
pursuant to the Plan the optionee owns directly or indirectly (within the
meaning of Section 424(d) of the Code) Common Shares of the Company possessing
more than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or its parent or subsidiary corporations, if any (within
the meaning of Section 422(b) (6) of the Code), then any Incentive Stock Option
to be granted to such optionee pursuant to the Plan shall satisfy the
requirements of Section 422(c)(5) of the Code, and the option price shall be not
less than 110% of the fair market value of the Common Shares of the Company
determined as described herein, and such option by its terms shall not be
exercisable after the expiration of five (5) years from the date such option is
granted.

     SECTION 15    NON-TRANSFERABILITY. No option or award granted under the
Plan shall be transferable by an optionee or grantee, otherwise than by will or
the laws of descent or distribution. Except as otherwise provided in an option
or award agreement, during the lifetime of an optionee or grantee, the option
shall be exercisable only by such optionee or grantee.

     SECTION 16    DILUTION OR OTHER ADJUSTMENTS. If there shall be any change
in the Common Shares through merger, consolidation, reorganization,
recapitalization, dividend in the form of stock (of whatever amount), stock
split or other change in the corporate structure, appropriate adjustments in the
Plan and outstanding options and awards shall be made by the Committee. In the
event of any such changes, adjustments shall include, where appropriate, changes
in the aggregate number of shares subject to the Plan, the number of shares and
the price per share subject to outstanding options and awards and the amount
payable upon exercise of outstanding awards, in order to prevent dilution or
enlargement of option or award rights.

     SECTION 17    AMENDMENT OR DISCONTINUANCE OF PLAN. The Board of Directors
may amend or discontinue the Plan at any time. Subject to the provisions of
Section 16 no amendment of the Plan, however, shall without shareholder
approval: (i) increase the maximum number of shares under the Plan as provided
in Section 2 herein, (ii) decrease the minimum price provided in Section 5
herein, (iii) extend the maximum term under

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Section 6, or (iv) modify the eligibility requirements for participation in the
Plan. The Board of Directors shall not alter or impair any option or award
theretofore granted under the Plan without the consent of the holder of the
option.

     SECTION 18    TIME OF GRANTING. Nothing contained in the Plan or in any
resolution adopted or to be adopted by the Board of Directors or by the
shareholders of the Company, and no action taken by the Committee or the Board
of Directors (other than the execution and delivery of an option or award
agreement), shall constitute the granting of an option or award hereunder.

     SECTION 19 EFFECTIVE DATE AND TERMINATION OF PLAN.

     a.   The Plan was initially approved by the Board of Directors on April 17,
     1997 and approved by the shareholders of the Company within twelve (12)
     months thereof.

     b.   Unless the Plan shall have been discontinued as provided in Section 16
     hereof, the Plan shall terminate April 15, 2007. No option or award may be
     granted after such termination, but termination of the Plan shall not,
     without the consent of the optionee or grantee, alter or impair any rights
     or obligations under any option or award theretofore granted.

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