Re Agreement

Banco Bilbao Vizcaya Argentaria SA
5 December 2001


According to the Strategic Alliance Agreement dated on 11 February 2000 by Banco
Bilbao Vizcaya Argentaria, S.A. and Telefonica, S.A., both companies have agreed
the conditions and procedure for the integration of Grupo BBVA call-center 
activities in Atento, subsidiary of Grupo Telefonica.

The transaction means that Telefonica, S.A. brings in its whole business of 
call-centre to a new company (Atento N.A.) and Grupo BBVA will subscribe up to 
9% of Atento N.V. share capital, bringing in its services of call-centre in 
outsourcing.