Statement re Adquira

Banco Bilbao Vizcaya Argentaria SA
10 July 2001


BBVA, TELEFONICA DE ESPANA, TPI PAGINAS AMARILLAS, REPSOL YPF AND IBERIA JOIN IN
THE LARGEST ON-LINE PORTAL FOR e-COMMERCE BETWEEN SPANISH COMPANIES

- The new Adquira has arisen with a vocation to lead technological change in the
  business-to-business exchange of indirect goods and services on Internet.

- The partners in this new company are BBVA e-Commerce, Telefonica de Espana,   
  TPI Paginas Amarillas. Repsol YPF and Iberia, with an aggregate purchasing    
  potential for the mentioned products of almost 1 billion pesetas per annum.

- This new Adquira has integrated the two already existing e-Commerce portals,  
  Iniciativas de Mercados Interactivos (IMI) and Adquira.

- This new company offers buying and negotiating solutions to companies of all  
  sizes, from large corporations to the small business.

Madrid, July 10th, 2001.- BBVA e-Commerce. Telefonica de Espana, TPI Paginas
Amarillas, Repsol YPF and Iberia today announced the definite founding of
Adquira. This company will supply integral solutions for business-to-business
e-commerce in the supply, buying and negotiation of indirect goods and services,
including information systems, communications, office materials, furniture,
travel, financial and insurance products, maintenance and repair, cleaning
services, etc., all of which are estimated to represent up to 40% of businesses'
total purchases.

The final shareholdings of each partner are: 40% BBVA e-Commerce. 40% Telefonica
Group (20% Telefonica de Espana, 20% TPI Paginas Amarillas), 10% Repsol YPF, and
10% Iberia. Under the aforementioned agreement, each partner promises to
negotiate as many deals for indirect goods and services through Adquira as
possible, and this represents nearly one billion pesetas. This way of buying may
save users more than 15%, depending on the product, in comparison to traditional
buying methods.

For the start-up of the company, the partners have agreed to integrate
Iniciativas de Mercados Interactivos (IMI), a B2B portal set up by BBVA and TPI
targeting the small and medium sized business, with Adquira, the B2B venture
belonging to BBVA, Telefonica, Repsol YPF and Iberia, targeting the medium and
large company. The new company thus has 40 professionals on its payroll.

The Adquira portal offers companies three technological choices, in line with
their size. For large corporations, there is the possibility of integrating
buying processes in an e-Procurement exchange, called Adquira Comprador.
Secondly, Adquira supplies an e-Market (Adquira Marketplace) where companies of
any size may carry out the buying and selling of products. Finally, under the
name of Adquira Subastas, buyers and suppliers are offered the possibility of
taking part in complex auctions on all types of goods and services.

Regarding commerce in Spain, Adquira has set as its target 20,000 companies
trading through its portal in less than two years, enjoying the same savings
benefits as the charter partners. This will be achieved by building on the
sales' strength of the shareholders, including solutions such as a value added
service offered by Adquira on product portfolios. The aim for the coming months
is to have 100,000 articles catalogued in all the categories opened, and to this
end, an extensive cataloguing process has begun with top quality suppliers.