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                                                                   Exhibit 4.5


                                  FLAG LIMITED
                          1998 LONG-TERM INCENTIVE PLAN

                            OPTION GRANT CERTIFICATE
                                  (Performance)

This Grant Certificate evidences the grant of an option pursuant to the
provisions of the 1998 Long-Term Incentive Plan (the "Plan") of FLAG Limited
(the "Company") to the individual whose name appears below (the "Grantee"),
covering the specific number of shares of Class B Common Stock of the Company
(the "Shares") set forth below, pursuant to the provisions of the Plan and on
the following express terms and conditions (capitalized terms not otherwise
defined herein shall have the meaning ascribed thereto in the Plan):

1.       Name of Grantee:

                  Stuart Rubin

2.       Number of Shares:

                  608,000 shares

3.       Exercise price per Share:

                  US$ 1.07

4.       Date of grant of this option:

                  March 31, 1998

5.       Expiration date of this option:

                  Tenth anniversary of the date of grant

6.       Vesting:

                  As of each of the first two fiscal year ends following the
                  date of grant, the Chief Executive Officer of the Company
                  shall determine, in his discretion based on the Grantee's
                  performance during each such fiscal year, the number of Shares
                  that become available for future vesting; provided, however,
                  that as of the end of the first such fiscal year, no more than
                  304,000 shall become available for future vesting. The Shares
                  subject to the option that became available for future vesting
                  pursuant to the preceding sentence shall vest and be
                  exercisable in two equal installments on each of the third and
                  fourth anniversaries of the date of grant; provided that in
                  the case of an initial public offering of any class of the
                  Company's common shares ("IPO"), such Shares shall become
                  fully vested and exercisable upon the later of the
                  commencement of the IPO or the date they become available for
                  future vesting pursuant to the preceding sentence.
                  Notwithstanding the foregoing, (i) all Shares subject to the
                  option shall become fully vested and exercisable immediately
                  prior to any termination of the option pursuant to Section
                  6(b)(iv) of the Plan, (ii) 50% of all Shares subject to the
                  option that have not yet become vested and exercisable shall
                  become vested and exercisable immediately prior to any
                  termination of the Grantee's employment with the Company and
                  its subsidiaries initiated by the Company or any of its
                  subsidiaries for reasons other than Cause or initiated by the
                  Grantee for "good reason" (as defined below), except that if
                  such termination occurs within three years following a "change
                  in control" (as defined below), "100%" shall be substituted
                  for "50%", (iii) 50% of all Shares subject to the option that
                  have not yet become vested and exercisable shall become vested
                  and exercisable immediately prior to any termination of the
                  Grantee's employment with the Company and its subsidiaries
                  that occurs prior to the third anniversary of the date of
                  grant, and is by reason of the Grantee's death or is initiated
                  by the Company or any of its subsidiaries because of the
                  Grantee's disability, and (iv) all Shares subject to the
                  option will vest and become exercisable on the eighth
                  anniversary of the date of grant.

                  The term "good reason" shall have the meaning ascribed thereto
                  in any employment agreement between the Company and the
                  Grantee. If no such definition exists, then the provisions
                  herein relating to good reason shall be disregarded. A change
                  in control shall be deemed to have occurred upon: (a) any
                  "person"as such term is used in Sections 13(d) and 14(d) of
                  the Securities Exchange Act of 1934 (the "Exchange Act")
                  (other than the Company, any trustee or other fiduciary
                  holding securities under any employee benefit plan of the
                  Company, any company owned, directly or indirectly, by the
                  stockholders of the Company in substantially the same
                  proportions as their ownership of Common Stock of the Company
                  or any current shareholder of the Company or its affiliates
                  (collectively the "Exceptions")) is or becomes the owner (as
                  defined in Rule 13d-3 under the Exchange Act), directly or
                  indirectly, of securities of the Company representing more
                  than fifty percent (50%)




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                  of the combined voting power of the Company's then outstanding
                  securities; (b) the merger or consolidation of the Company
                  with any other corporation, other than a merger or
                  consolidation which would result in the voting securities of
                  the Company outstanding immediately prior thereto continuing
                  to represent (either by remaining outstanding or by being
                  converted into voting securities of the surviving entity),
                  together with any shares owned by Exceptions, more than fifty
                  percent (50%) of the combined voting power of the voting
                  securities of the Company or such surviving entity outstanding
                  immediately after such merger or consolidation; provided,
                  however, that a merger or consolidation effected to implement
                  a recapitalization of the Company (or similar transaction) in
                  which no person (other than an Exception) acquires more than
                  fifty percent (50%) of the combined voting power of the
                  Company's then outstanding securities shall not constitute a
                  change in control of the Company; or (c) the stockholders of
                  the Company approve a plan of liquidation of the Company or
                  closing of an agreement for the sale or disposition by the
                  Company of all or substantially all of the Company's assets
                  other than the sale of all or substantially all of the assets
                  of the Company to a person or persons who beneficially own,
                  directly or indirectly, at least fifty percent (50%) or more
                  of the combined voting power of the outstanding voting
                  securities of the Company at the time of the sale or to a
                  person who is an Exception.

7.       Termination of employment:

                  The option shall terminate upon the earliest of (i) the
                  expiration date, (ii) a termination of the Grantee's
                  employment with the Company and its subsidiaries initiated by
                  the Company or any of its subsidiaries for Cause, (iii) a
                  material breach by the Grantee of any non-compete and
                  confidentiality agreement between the Grantee and the Company
                  (iv) 30 days following the Grantee's termination of employment
                  with the Company and its subsidiaries initiated by the Grantee
                  (other than for good reason or by reason of death), or (v) one
                  year following the Grantee's termination of employment with
                  the Company and its subsidiaries for reasons other than those
                  specified in (ii) and (iv) above, provided that if the
                  Company's common shares are not publicly traded at the time of
                  such termination, such one year period shall be extended to
                  the earlier of three years following such termination and one
                  year following an IPO, and provided further that if at the end
                  of the applicable period specified in this clause (v), an
                  underwriter-imposed lock-up is in effect, the applicable
                  period referred to in this clause (v) shall expire 90 days
                  after the expiration of such lock-up. During any period
                  following the Grantee's termination of employment, the option
                  shall be exercisable only to the extent it was vested and
                  exercisable as of such termination of employment.

8.       Conversion of Shares in the event of an IPO:

                  If, in connection with an initial public offering of common
                  stock of the Company (other that the Class B Common Stock) or
                  an affiliate of the Company, shareholders of Class B Common
                  Stock are granted the right to convert their Class B Common
                  Stock into the common stock being publicly offered, the
                  Grantee shall have the right to convert this option to
                  purchase Shares into an option to purchase the common stock
                  being publicly offered on the same basis as a shareholder of
                  Class B Common Stock, and the per share exercise price shall
                  be adjusted accordingly (provided that the aggregate exercise
                  price shall remain the same).

9.       Restrictions on Shares:

                  As permitted pursuant to Section 3(a)(vi) of the Plan, the
                  Committee may condition the delivery of the Shares upon the
                  Grantee's agreement to such restrictions on the Shares as the
                  Committee shall determine, provided that such restrictions
                  shall be no more restrictive than those imposed on other Class
                  B shareholders. The Grantee hereby waives any rights he may
                  have in connection with a transfer of shares of Class B Common
                  Stock by any other shareholder.

10.      Piggyback Registration Rights:

                  If the Company (or an affiliate of the Company) intends to
                  register securities of any of its shareholders for an offering
                  to the public while the Grantee is employed by the Company or
                  an affiliate of the Company or, thereafter, within one year
                  after he has a right to exercise an option, the Company shall
                  notify the Grantee of its intention to do so and, subject to
                  such limitations as shall affect all selling shareholders
                  equally and as may be imposed by any underwriter of such
                  offering or by law, the Grantee may irrevocably elect to
                  participate in such offering on a pari passu basis with any
                  other selling shareholders based on the relative number of
                  shares owned and options vested of each of such other selling
                  shareholders (and its affiliates and permitted assigns) and
                  the Grantee (the "Pari Passu Percentage"). Such participation
                  shall be under the same terms and conditions as may apply to
                  such other shareholders, provided that the Grantee shall not
                  have any rights to select the underwriter or similar matters
                  given to the other shareholders. The Grantee shall make any
                  election within 30 days of receipt of such notice of intent to
                  register by a writing given to the Secretary of the Company,
                  which writing shall indicate his irrevocable election to sell
                  in the intended offering, the number of Shares he wishes to
                  sell and the portion thereof to be included by him. The
                  Grantee's notice may not be for


                                        2

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                  less than 100 percent of the number of Shares of the Grantee
                  which the Grantee could sell pursuant to Rule 144 or another
                  exemption from securities law registration or pursuant to an
                  S-8 (or similar registration statement) then effective (an
                  "Alternative Sales Means") within the next six months. The
                  Grantee shall be responsible for delivery of the Shares
                  covered by the notice on a timely basis. The Company shall
                  only have to give notice of intent to register under this
                  paragraph to the Grantee and any notice of intent to
                  participate shall only be valid if received from the Grantee
                  (or in the event of his death, his executor). The Company may
                  at any time abandon any offering. The Company or the
                  underwriter may at any time cutback (including, without
                  limitation, limiting the amount to the extent a prior amount
                  had not been specified) on the number of shares in any
                  offering in which the Company is offering shares and the
                  underwriter may at any time cutback (including, without
                  limitation, limiting the amount to the extent a prior amount
                  had not been specified) on the number of shares to be offered
                  by shareholders in any offering in which the Company is not
                  also offering shares. In either such case the Grantee's Shares
                  to be offered shall be proportionately reduced so that the
                  amounts offered by the Grantee and by other shareholders (and
                  their affiliates and permitted assigns) satisfy the Pari Passu
                  Percentage. The Grantee shall have no right to participate in
                  any offering by the Company that does not include any shares
                  owned by other shareholders and the provision of this
                  paragraph shall not apply to any registration on Form S-8, or
                  otherwise with regard to securities of compensatory plans of
                  the Company. The Grantee shall sign such underwriting and
                  other agreements in the same forms as signed by the other
                  participating shareholders.

The Grantee hereby acknowledges receipt of a copy of the Plan as presently in
effect. The text and all of the terms and provisions of the Plan are
incorporated herein by reference, and this option is subject to these terms and
provisions in all respects.

At any time when the Grantee wishes to exercise this option, in whole or in
part, the Grantee shall submit to the Company a written notice of exercise,
specifying the exercise date and the number of shares to be exercised. Upon
exercise, the Grantee shall remit to the Company the exercise price in cash or
in such other form as permitted under the Plan, plus an amount sufficient to
satisfy any withholding tax obligation of the Company that arises in connection
with such exercise.


FLAG LIMITED                                     AGREED TO AND ACCEPTED BY:



By: /s/ Name of Officer                           /s/ Stuart Rubin
   -------------------------------               -------------------------
                                                 Grantee


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<PAGE>


                                  FLAG LIMITED
                         1998 LONG-TERM INCENTIVE PLAN

                            OPTION GRANT CERTIFICATE

                               (Non-Performance)

This Grant Certificate evidences the grant of an option pursuant to the
provisions of the 1998 Long-Term Incentive Plan (the "Plan") of FLAG Limited
(the "Company") to the individual whose name appears below (the "Grantee"),
covering the specific number of shares of Class B Common Stock of the Company
(the "Shares") set forth below, pursuant to the provisions of the Plan and on
the following express terms and conditions (capitalized terms not otherwise
defined herein shall have the meaning ascribed thereto in the Plan):

1.   Name of Grantee:

          Stuart Rubin

2.   Number of Shares:

          1,000,000 shares

3.   Exercise price per Share:

          US$ 1.07

4.   Date of grant of this option:

          March 31, 1998

5.   Expiration date of this option:

          Tenth anniversary of the date of grant

6.   Vesting:

          The option shall vest and be exercisable in two equal installments on
          each of the third and fourth anniversaries of the date of grant;
          provided that (i) the option shall become fully vested and exercisable
          upon commencement of an initial public offering of any class of the
          Company's common shares ("IPO"), (ii) the option shall become fully
          vested and exercisable immediately prior to any termination of the
          option pursuant to Section 6(b)(iv) of the Plan, (iii) the option
          shall become vested and exercisable as to 50% of the unvested portion
          of the option immediately prior to any termination of the Grantee's
          employment with the Company and its subsidiaries initiated by the
          Company or any of its subsidiaries for reasons other than Cause or
          initiated by the Grantee for "good reason" (as defined below), except
          that if such termination occurs within three years following a "change
          in control" (as defined below), "100%" shall be substituted for "50%",
          and (iv) the option shall become vested and exercisable as to 50% of
          the unvested portion of the option immediately prior to any
          termination of the Grantee's employment with the Company and its
          subsidiaries that occurs prior to the third anniversary of the date of
          grant, and is by reason of the Grantee's death or is initiated by the
          Company or any of its subsidiaries because of the Grantee's
          disability.

          The term "good reason" shall have the meaning ascribed thereto in any
          employment agreement between the Company and the Grantee. If no such
          definition exists, then the provisions herein relating to good reason
          shall be disregarded. A change in control shall be deemed to have
          occurred upon: (a) any "person"as such term is used in Sections 13(d)
          and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
          (other than the Company, any trustee or other fiduciary holding
          securities under any employee benefit plan of the Company, any company
          owned, directly or indirectly, by the stockholders of the Company in
          substantially the same proportions as their ownership of Common Stock
          of the Company or any current shareholder of the Company or its


                                       4
<PAGE>


          affiliates (collectively the "Exceptions")) is or becomes the owner
          (as defined in Rule 13d-3 under the Exchange Act), directly or
          indirectly, of securities of the Company representing more than fifty
          percent (50%) of the combined voting power of the Company's then
          outstanding securities; (b) the merger or consolidation of the Company
          with any other corporation, other than a merger or consolidation which
          would result in the voting securities of the Company outstanding
          immediately prior thereto continuing to represent (either by remaining
          outstanding or by being converted into voting securities of the
          surviving entity), together with any shares owned by Exceptions, more
          than fifty percent (50%) of the combined voting power of the voting
          securities of the Company or such surviving entity outstanding
          immediately after such merger or consolidation; provided, however,
          that a merger or consolidation effected to implement a
          recapitalization of the Company (or similar transaction) in which no
          person (other than an Exception) acquires more than fifty percent
          (50%) of the combined voting power of the Company's then outstanding
          securities shall not constitute a change in control of the Company;
          or (c) the stockholders of the Company approve a plan of liquidation
          of the Company or closing of an agreement for the sale or disposition
          by the Company of all or substantially all of the Company's assets
          other than the sale of all or substantially all of the assets of the
          Company to a person or persons who beneficially own, directly or
          indirectly, at least fifty percent (50%) or more of the combined
          voting power of the outstanding voting securities of the Company at
          the time of the sale or to a person who is an Exception.

7.   Termination of employment:

          The option shall terminate upon the earliest of (i) the expiration
          date, (ii) a termination of the Grantee's employment with the Company
          and its subsidiaries initiated by the Company or any of its
          subsidiaries for Cause, (iii) a material breach by the Grantee of any
          non-compete and confidentiality agreement between the Grantee and the
          Company (iv) 30 days following the Grantee's termination of employment
          with the Company and its subsidiaries initiated by the Grantee (other
          than for good reason or by reason of death), or (v) one year following
          the Grantee's termination of employment with the Company and its
          subsidiaries for reasons other than those specified in (ii) and (iv)
          above, provided that if the Company's common shares are not publicly
          traded at the time of such termination, such one year period shall be
          extended to the earlier of three years following such termination and
          one year following an IPO, and provided further that if at the end of
          the applicable period specified in this clause (v), an
          underwriter-imposed lock-up is in effect, the applicable period
          referred to in this clause (v) shall expire 90 days after the
          expiration of such lock-up. During any period following the Grantee's
          termination of employment, the option shall be exercisable only to the
          extent it was vested and exercisable as of such termination of
          employment.

8.   Conversion of Shares in the event of an IPO:

          If, in connection with an initial public offering of common stock of
          the Company (other that the Class B Common Stock) or an affiliate of
          the Company, shareholders of Class B Common Stock are granted the
          right to convert their Class B Common Stock into the common stock
          being publicly offered, the Grantee shall have the right to convert
          this option to purchase Shares into an option to purchase the common
          stock being publicly offered on the same basis as a shareholder of
          Class B Common Stock, and the per share exercise price shall be
          adjusted accordingly (provided that the aggregate exercise price shall
          remain the same).


                                      5
<PAGE>


9.   Restrictions on Shares:

          As permitted pursuant to Section 3(a)(vi) of the Plan, the Committee
          may condition the delivery of the Shares upon the Grantee's agreement
          to such restrictions on the Shares as the Committee shall determine,
          provided that such restrictions shall be no more restrictive than
          those imposed on other Class B shareholders. The Grantee hereby waives
          any rights he may have in connection with a transfer of shares of
          Class B Common Stock by any other shareholder.

10.  Piggyback Registration Rights:

          If the Company (or an affiliate of the Company) intends to register
          securities of any of its shareholders for an offering to the public
          while the Grantee is employed by the Company or an affiliate of the
          Company or, thereafter, within one year after he has a right to
          exercise an option, the Company shall notify the Grantee of its
          intention to do so and, subject to such limitations as shall affect
          all selling shareholders equally and as may be imposed by any
          underwriter of such offering or by law, the Grantee may irrevocably
          elect to participate in such offering on a pari passu basis with any
          other selling shareholders based on the relative number of shares
          owned and options vested of each of such other selling shareholders
          (and its affiliates and permitted assigns) and the Grantee (the "Pari
          Passu Percentage"). Such participation shall be under the same terms
          and conditions as may apply to such other shareholders, provided that
          the Grantee shall not have any rights to select the underwriter or
          similar matters given to the other shareholders. The Grantee shall
          make any election within 30 days of receipt of such notice of intent
          to register by a writing given to the Secretary of the Company, which
          writing shall indicate his irrevocable election to sell in the
          intended offering, the number of Shares he wishes to sell and the
          portion thereof to be included by him. The Grantee's notice may not be
          for less than 100 percent of the number of Shares of the Grantee which
          the Grantee could sell pursuant to Rule 144 or another exemption from
          securities law registration or pursuant to an S-8 (or similar
          registration statement) then effective (an "Alternative Sales Means")
          within the next six months. The Grantee shall be responsible for
          delivery of the Shares covered by the notice on a timely basis. The
          Company shall only have to give notice of intent to register under
          this paragraph to the Grantee and any notice of intent to participate
          shall only be valid if received from the Grantee (or in the event of
          his death, his executor). The Company may at any time abandon any
          offering. The Company or the underwriter may at any time cutback
          (including, without limitation, limiting the amount to the extent a
          prior amount had not been specified) on the number of shares in any
          offering in which the Company is offering shares and the
          underwriter may at any time cutback (including, without limitation,
          limiting the amount to the extent a prior amount had not been
          specified) on the number of shares to be offered by shareholders in
          any offering in which the Company is not also offering shares. In
          either such case the Grantee's Shares to be offered shall be
          proportionately reduced so that the amounts offered by the Grantee and
          by other shareholders (and their affiliates and permitted assigns)
          satisfy the Pari Passu Percentage. The Grantee shall have no right to
          participate in any offering by the Company that does not include any
          shares owned by other shareholders and the provision of this paragraph
          shall not apply to any registration on Form S-8, or otherwise with
          regard to securities of compensatory plans of the Company. The Grantee
          shall sign such underwriting and other agreements in the same forms as
          signed by the other participating shareholders. The Grantee hereby
          acknowledges receipt of a copy of the Plan as presently in effect.
          The text and all of the terms and provisions of the Plan are
          incorporated herein by reference, and this option is subject to these
          terms and provisions in all respects.


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<PAGE>
          At any time when the Grantee wishes to exercise this option, in whole
          or in part, the Grantee shall submit to the Company a written notice
          of exercise, specifying the exercise date and the number of shares to
          be exercised. Upon exercise, the Grantee shall remit to the Company
          the exercise price in cash or in such other form as permitted under
          the Plan, plus an amount sufficient to satisfy any withholding tax
          obligation of the Company that arises in connection with such
          exercise.

FLAG LIMITED                                         AGREED TO AND ACCEPTED BY:

    /s/ Name of Officer                              /s/ Stuart Rubin
   ------------------------------                   ---------------------------
                                                    Grantee
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