<PAGE>   1
                                                                    Exhibit 4(a)


                           BLUEGILL TECHNOLOGIES,INC.

                             1997 STOCK OPTION PLAN


         1. PURPOSES OF THE PLAN. The purposes of this Plan are to attract and
retain the best available personnel for positions of substantial responsibility,
to provide additional incentive to Employees and Consultants of the Company and
its Subsidiaries and to promote the success of the Company's business. Options
granted under the Plan shall be non-statutory stock options, not incentive stock
options as defined under Section 422 of the Code.

         2. DEFINITIONS. As used herein, the following definitions shall apply:

                  a. "ADMINISTRATOR" means the Board or any of its Committees
         appointed pursuant to Section 4 of the Plan.

                  b. "APPLICABLE LAWS" means the legal requirements relating to
         the administration of stock option plans under U.S. state corporate
         laws, U.S. federal and state securities laws, the Code and applicable
         laws of any foreign country or jurisdiction.

                  c. "BOARD" means the Board of Directors of the Company.

                  d. "CODE" means the Internal Revenue Code of 1986, as amended.

                  e. "COMMITTEE" means a Committee appointed by the Board of
         Directors in accordance with Section 4 of the Plan.

                  f. "COMMON STOCK" means the Common Stock of the Company.

                  g. "COMPANY" means BlueGill Technologies, Inc.

                  h. "CONSULTANT" means any person who is engaged by the Company
         or any Subsidiary to render consulting or advisory services, and is
         compensated for such services, and any director of the Company whether
         compensated for such services or not.

                  i. "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" means that
         the employment or consulting relationship with the Company, any Parent,
         or any Subsidiary is not interrupted or terminated. Continuous Status
         as an Employee or Consultant shall not be considered interrupted in the
         case of (i) any leave of absence approved by the Company or (ii)
         transfers between locations of the Company or between the Company and
         any Subsidiary or successor. A leave of absence approved by the Company
         shall include sick leave, military leave, or any other personal leave
         approved by an authorized representative of the Company.

<PAGE>   2
                  j. "EMPLOYEE" means any person, including officers and
         directors, employed by the Company or any Subsidiary of the Company.

                  k. "FAIR MARKET VALUE OF COMMON STOCK" means:

                           (i)      In the absence of an established market for
                                    the Common Stock, the Fair Market Value
                                    thereof shall be determined in good faith by
                                    the Administrator;

                           (ii)     If the Common Stock is listed on any
                                    established stock exchange or a national
                                    market system, including, without
                                    limitation, the Nasdaq National Market or
                                    The Nasdaq SmallCap Market of The Nasdaq
                                    Stock Market, its Fair Market Value shall be
                                    the closing sales price for such stock (or
                                    the closing bid, if no sales were reported)
                                    as quoted on such exchange or system for the
                                    last market trading day prior to the time of
                                    determination, as reported in The Wall
                                    Street Journal or such other source as the
                                    Administrator deems reliable; or

                           (iii)    If the Common Stock is regularly quoted by a
                                    recognized securities dealer but selling
                                    prices are not reported, its Fair Market
                                    Value shall be the mean between the high bid
                                    and low asked prices for the Common Stock on
                                    the last market trading day prior to the day
                                    of determination.

                  l. "OPTION" means a stock option granted pursuant to the Plan.

                  m. "OPTIONED STOCK" means the Common Stock subjected to an
         Option.

                  n. "OPTIONEE" means an Employee or Consultant who receives an
         Option.

                  o. "PLAN" means this 1997 Stock Option Plan.

                  p. "SHARE" means a share of the Common Stock, adjusted in
         accordance with Section 11 below.

                  q. "SUBSIDIARY" means a "subsidiary corporation", whether now
         or hereafter existing, as defined in Section 424(f) of the Code.

                                       2

<PAGE>   3
         3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 11
of the Plan, the maximum aggregate number of Shares which may be optional and
sold under the Plan is Three Thousand (3,000) shares. The shares may be
authorized, but unissued, or reacquired Common Stock. If an Option expires or
becomes unexercisable without having been exercised in full, or is surrendered
pursuant to an option exchange program, the unpurchased Shares which were
subject thereto shall become available for future grant or sale under the Plan
(unless the Plan has terminated); provided, however, that Shares that have
actually been issued under the Plan shall not be returned to the Plan and shall
not become available for future distribution under the Plan, except that if
unvested Shares are repurchased by the Company at the original price, and the
original purchaser of such Shares did not receive any benefits of ownership of
such Shares, such Shares shall become available for future grant under the Plan.
For purposes of the preceding sentence, voting rights shall not be considered a
benefit of Share ownership.

         4. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Board or a Committee appointed by the Board. Subject to the provisions of the
Plan and, in the case of a Committee, the specific duties delegated by the Board
to such Committee, and subject to the approval of any relevant authorities, the
Administrator shall have the authority, in its discretion:

                  (i)      to determine the Fair Market Value of the Common
                           Stock, in accordance with Section 2(1) of the Plan;

                  (ii)     to select the Consultants and Employees to whom
                           Options may from time to time be granted hereunder;

                  (iii)    to determine whether and to what extent Options are
                           granted hereunder;

                  (iv)     to determine the number of shares of Common Stock to
                           be covered by each such award granted hereunder;

                  (v)      to approve forms of agreement for use under the Plan;

                  (vi)     to determine the terms and conditions of any award
                           granted hereunder;

                  (vii)    to determine whether and under what circumstances an
                           Option may be settled in cash under subsection 9(f)
                           instead of Common Stock;

                  (viii)   to reduce the exercise price of any Option to the
                           then current Fair Market Value if the Fair Market
                           Value of the Common Stock covered by such Option has
                           declined since the date the Option was granted;

                  (ix)     to construe and interpret the terms of the Plan and
                           awards granted pursuant to the Plan.

Determinations and interpretations of the Administrator shall be final and
binding on all Optionees and any other holders of any Options.

                                       3

<PAGE>   4
         5. ELIGIBILITY. Options may be granted to Employees and Consultants as
determined by the Administrator in its discretion. The Plan shall not confer
upon any Optionee any right with respect to continuation of employment or
consulting relationship with the Company, nor shall it interfere in any way with
his or her right or the Company's right to terminate his or her employment or
consulting relationship at any time, with or without cause.

         6. TERM OF PLAN. The Plan shall become effective upon its adoption by
the Board of Directors. It shall continue in effect for a term of ten (10) years
unless sooner terminated under Section 13 of the Plan.

         7. TERM OF OPTION. The term of each Option shall be the term stated in
the Option Agreement; provided, however, that the term shall be no more than ten
(10) years from the date of grant thereof.

         8. OPTION EXERCISE PRICE AND CONSIDERATION. The per share exercise
price for the Shares to be issued pursuant to exercise of an Option shall be
such price as is determined by the Administrator, but shall be subject to the
following:

                  (i)      The Administrator may grant Options for up to 1,600
                           Shares with an exercise price of $1.00 per Share to
                           not more than seven persons who were Employees of, or
                           Consultants to, the Company prior to November 1, 1996
                           and who provided assistance or advice in connection
                           with the design and development of the Company's
                           products and the formation of the Company.

                  (ii)     The exercise price for any Shares issued pursuant to
                           the Plan that are not covered by subparagraph (i)
                           above shall not be less than $250.00 per Share.

                  (iii)    The consideration to be paid for the Shares to be
                           issued upon exercise of an Option, including the
                           method of payment, shall be determined by the
                           Administrator and may consist entirely of (1) cash,
                           (2) check, (3) promis-sory note, (4) delivery of a
                           properly executed exercise notice together with such
                           other documentation as the Administrator and the
                           broker, if applicable, shall require to effect an
                           exercise of the Option and delivery to the Company of
                           the sale or loan proceeds required to pay the
                           exercise price, or (5) any combination of the
                           foregoing methods of payment. In making its
                           determination as to the type of consideration to
                           accept, the Administrator shall consider if
                           acceptance of such consideration may be reasonably
                           expected to benefit the Company.

                                       4

<PAGE>   5
         9. EXERCISE OF OPTION.

                  a. PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any Option
         granted hereunder shall be exercisable at such times and under such
         conditions as determined by the Administrator, including performance
         criteria with respect to the Company and/or the Optionee, and as shall
         be permissible under the terms of the Plan, the date the Option is
         granted. An Option may not be exercised for a fraction of a Share. An
         Option shall be deemed to be exercised when written notice of such
         exercise has been given to the Company in accordance with the terms of
         the Option by the person entitled to exercise the Option and full
         payment for the Shares with respect to which the Option is exercised
         has been received by the Company. Full payment may, as authorized by
         the Administrator, consist of any consideration and method of payment
         allowable under Section 8(b) of the Plan. Until the issuance of the
         shares (as evidenced by the appropriate entry on the books of the
         Company), no right to vote or receive dividends or any other rights as
         a shareholder shall exist with respect to the Optioned Stock,
         notwithstanding the exercise of the Option. No adjustment will be made
         for a dividend or other right for which the record date is prior to the
         date the stock certificate is issued, except as provided in Section 11
         of the Plan. Exercise of an Option in any manner shall result in a
         decrease in the number of Shares which thereafter may be available,
         both for purposes of the Plan and for sale under the Option, by the
         number of Shares as to which the Option is exercised.

                  b. TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP. In
         the event of termination of an Optionee's continuous Status as an
         Employee or Consultant (but not in the event of an Optionee's change of
         status from Employee to Consultant), such Optionee may, but only within
         such period of time as determined by the Administrator and set forth in
         the Notice of Grant (but in no event later that the expiration date of
         the term of such Option as set forth in the Option Agreement), exercise
         his or her Option to the extent that Optionee was entitled to exercise
         it at the date of such termination. To the extent that Optionee was not
         entitled to exercise the Option at the date of such termination, or if
         Optionee does not exercise such Option to the extent so entitled within
         the time specified herein, the Option shall terminate.

                  c. DISABILITY OF OPTIONEE. In the event of an Optionee's
         Continuous Status as an Employee or Consultant as a result of his or
         her disability, Optionee may, but only within six (6) months from the
         date of such termination (and in no event later than the expiration
         date of the term of such Option as set forth in the Option Agreement),
         exercise the Option to the extent otherwise entitled to exercise it at
         the date of such termination. To the extent that Optionee is not
         entitled to exercise the Option at the date of termination, or if
         Optionee does not exercise such Option to the extent so entitled within
         the time specified herein, the Option shall terminate and the Shares
         covered by such Option shall revert to the Plan.

                  d. DEATH OF OPTIONEE. In the event of the death of an
         Optionee, the Option may be exercised at any time within six (6) months
         following the date of death (but in no event later than the expiration
         of the term of such Option as set forth in the Notice of Grant), by the
         Optionee's estate or by a person who acquired the right to exercise the
         Option by bequest or inheritance, but only to the extent that the
         Optionee was entitled to exercise the Option at the date of death. If,
         at the time of death, the Optionee was not entitled to exercise his or
         her entire Option, the Shares covered by the unexercisable portion of
         the Option shall immediately revert to the Plan. If, after death, the
         Optionee's estate or a person who acquired the right to exercise the
         Option by bequest or inheritance does not exercise the option within
         the time specified herein, the Option shall terminate, and the Shares
         covered by such Option shall revert to the Plan.

                                       5

<PAGE>   6
                  e. BUYOUT PROVISIONS. The Administrator may at any time offer
         to buy out for a payment in cash or Shares any Option previously
         granted, based on such terms and conditions as the Administrator shall
         establish and communicate to the Optionee at the time that such offer
         is made.

         10. NON-TRANSFERABILITY OF OPTIONS. Options may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.

         11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

                  a. CHANGES IN CAPITALIZATION. Subject to any required action
         by the shareholders of the Company, the number of shares of Common
         Stock covered by each outstanding Option, and the number of shares of
         Common Stock which have been authorized for issuance under the Plan but
         as to which no Options have yet been granted or which have been
         returned to the Plan upon cancellation or expiration of an Option, as
         well as the price per share of Common Stock covered by each such
         outstanding Option, shall be proportionately adjusted for any increase
         or decrease in the number of issued shares of Common Stock resulting
         from a stock split, reverse stock split, stock dividend, combination or
         reclassification of the Common Stock, or any other increase or decrease
         in the number of issued shares of Common Stock effected without receipt
         of consideration by the Company; provided, however, that conversion of
         any convertible securities of the Company shall not be deemed to have
         been "effected without receipt of consideration." Such adjustments
         shall be made by the Administrator, whose determination in that respect
         shall be final, binding and conclusive. Except as expressly provided
         herein, no issuance by the Company of shares of stock of any class, or
         securities convertible into shares of stock of any class, shall affect,
         and no adjustments by reason thereof shall be made with respect to, the
         number or price of shares of Common Stock subject to an option.

                  b. DISSOLUTION OR LIQUIDATION. In the event of the proposed
         dissolution or liquidation of the Company, the Administrator shall
         notify the Optionee at least fifteen (15) days prior to such proposed
         action. To the extent it has not been previously exercised, the Option
         will terminate immediately prior to the consummation of such proposed
         action.

                                       6

<PAGE>   7
                  c. MERGER. In the event of a merger of the Company with or
         into another corporation, the Option may be assumed, or an equivalent
         option may be substituted, by such successor corporation or a parent or
         subsidiary of such successor corporation. If, in such event, the Option
         is not assumed or substituted, the Option shall terminate as of the
         date of closing of the merger; provided, however, the Administrator, in
         its sole discretion, may provide in any Option Agreement that unvested
         options shall vest prior to the closing date of the merger. For the
         purpose of this paragraph, the Option shall be considered assumed if,
         following the merger, the option confers the right to purchase, for
         each Share of Optioned Stock subject to the Option immediately prior to
         the merger, the consideration (whether stock, cash, or other securities
         or property) received in the merger by holders of Common Stock for each
         Share held on the effective date of the transaction (and if holders
         were offered a choice of consideration, the type of consideration
         chosen by the holders of a majority of the outstanding Shares);
         provided, however, that if such consideration received in the merger
         was not solely common stock of the successor corporation or its Parent,
         the Administrator may, with the consent of the successor corporation,
         provide for the consideration to be received upon the exercise of the
         Option for each Share of Optioned Stock subject to the Option to be
         solely common stock of the successor corporation or its Parent equal in
         fair market value to the per share consideration received by holders of
         Common Stock in the merger.

         12. TIME OF GRANTING OPTIONS. The date of grant of an Option shall, for
all purposes, be the date on which the Administrator makes the determination
granting such Option, or such other date as is determined by the Board. Notice
of the determination shall be given to each Employee or Consultant to whom an
Option is so granted within a reasonable time after the date of such grant.

         13. AMENDMENT AND TERMINATION OF THE PLAN.

                  a. AMENDMENT AND TERMINATION. The Board may at any time amend,
         alter, suspend or discontinue the Plan, but no amendment, alteration,
         suspension or discontinuation shall be made which would impair the
         rights of any Optionee under any grant theretofore made, without his or
         her consent.

                  b. EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or
         termination of the Plan shall not affect Options already granted, and
         such Options shall remain in full force and effect as if this Plan had
         not even amended or terminated, unless mutually agreed otherwise
         between the Optionee and the Administrator, which agreement must be in
         writing and signed by the Optionee and the Company.

         14. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the Shares may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance. As a condition to the exercise of an
Option, the Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required by any of the aforementioned relevant provisions of law.

                                       7

<PAGE>   8
         15. RESERVATION OF SHARES. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan. The inability of the Company
to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability for the failure to issue or sell such shares as to which such
requisite authority shall not have been obtained.

         16. AGREEMENTS. Options shall be evidenced by written agreements in
such form as the Administrator shall approve from time to time.

         17. SHAREHOLDER APPROVAL. Continuance of the Plan shall be subject to
approval by the shareholders of the Company within twelve (12) months before or
after the date the Plan is adopted. Such shareholder approval shall be obtained
in the degree and manner required under Applicable Laws.

         18. INFORMATION TO OPTIONEES AND PURCHASERS. The Company shall provide
to each Optionee, not less frequently than annually, copies of annual financial
statements. The Company shall also provide such statements to each individual
who acquires Shares pursuant to the plan while such individual owns such Shares.
The Company shall not be required to provide such statements to key employees
whose duties in connection with the Company assure their access to equivalent
information.

                                       8