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Zenith Inv. Ld. (32PR)

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Thursday 02 May, 2002

Zenith Inv. Ld.

Call Option

Zenith Investments Ld
1 May 2002



(1)  Series 2001-15 EUR25,000,000 Secured Floating Rate Notes due November 2003 
     issued by Zenith Investments Limited ('Zenith') (ISIN: XS0132300137) 
     (the 'Notes') secured on EUR25,000,000 1.00% Guaranteed Exchangeable Bonds 
     due 3 November 2005 issued by Olivetti Finance N.V. (formerly known as 
     Tecnost International N.V.) (ISIN: XS0118648566)) (the 'Underlying Assets')

(2)  Option Transaction dated as of 26 July 2001 between Morgan Stanley & Co. 
     International Limited ('MSIL') and Zenith (the 'Option Transaction')

Terms used and not defined herein shall have the same meanings given thereto in 
the terms and conditions of the Notes.

In accordance with the terms and conditions of the Notes (which relevant
Condition is set out in the Special Condition (3) in the Applicable Supplement)
we hereby give you notice that EUR25,000,000 in nominal amount of the
Underlying Assets (the 'Called Underlying Assets') have been called by Morgan
Stanley &. Co. International Limited as Option Counterparty pursuant to the
terms of the Option Transaction.

In accordance with the terms of the Option Transaction the Called Underlying
Assets will be Delivered to the Option Counterparty on 24 May 2002 (the
'Underlying Assets Delivery Date'), and on the day which is one Business Day
prior to the Underlying Assets Delivery Date (which date will be 23 May 2002)
the Option Counterparty will Deliver to, or to the order of, the Issuer an 
amount equal to EUR25,013,767.13,  being an amount equal to the principal amount 
of the Called Underlying Assets together with an amount equal to accrued 
interest thereon to, but excluding, the Underlying Assets Delivery Date 
(together such amounts, the 'Cash Collateral Amount'. The Cash Collateral Amount 
will be deposited in an interest bearing account in the name of the Issuer and 
held by the Custodian.

In accordance with the terms of the Notes, interest on the Notes will accrue at 
EURIBID flat from, and including, the Underlying Assets Delivery Date.

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