Uno-e & first-e Merger

Banco Bilbao Vizcaya Argentaria SA
7 March 2000



Largest eFinance Deal

                 Uno-e and first-e in euro 2.4 billion merger 
                      to form 'unofirst group' 
             the world's first global Internet banking group


-Uno-e and first-e group plc, to merge to form a company that will pursue       
world-wide financial services expansion across Europe and into Latin America,  
USA and Asia

-Deal represents the convergence to the financial services strategies of BBVA   
(the second largest Euro-zone bank); Terra Networks (Europe's largest quoted   
Internet company); and enba plc (one of Europe's leading e-finance incubator   
companies)

-Shareholders of Uno-e will hold 67.5% and shareholders of enba will hold 32.5% 
of unofirst group in a deal valued at euro 2.4 billion

-Under the deal Uno-e shareholders will also pay euro 291 million to current    
enba shareholders and contribute euro 362 million cash as a capital increase   
in the new company

-As a result, unofirst group will have euro 520 million available to fund       
expansion plans

-On completion, unofirst will be owned 34% by BBVA and 33% by Terra Networks,   
with other shareholders to include Apax; Capital Z; CGU; Morgan Stanley Dean   
Witter; PaineWebber, Vertex and management

-Unofirst will seek an IPO in due course


Uno-e, the internet bank that will be formed by Banco Bilbao Vizcaya Argentaria
('BBVA') and Terra Networks, and first-e group plc ('first-e'), announced today
a merger to create unofirst group, creating the first global on-line bank and
financial services provider.

Unofirst group, which is currently operating in the UK and piloting in Germany
through first-e the internet bank and in Spain through Uno-e, has been launched
with an expansion plan to operate in Europe, USA, Latin America and Asia - for
which an initial investment of euro 510 million is available.

Unofirst group, in which Uno-e shareholders will hold 67.5% of the capital and
enba shareholders the remaining 32.5% is shaped to become the leading global
eFinance business, through the creation of the first international financial
supermarket.


Structure of the Transaction

The transaction is structured by means of a merger between Uno-e Bank and
first-e to create unofirst group, which will act as the holding company.

Uno-e shareholders will contribute to the transaction a total of euro 653
million.  Of this amount, euro 291 million will be assigned to acquire part of
first-e and the remaining euro 362 million will go towards a capital increase in
the new group.  In addition, Uno-e will also contribute its current capital of
euro 118 million.

As a result, unofirst group's total funds available to support and expand to the
business will increase to euro 520 million.

Uno-e will be owned by BBVA (51%) and Terra Networks (49%), pursuant to the
collaboration agreements executed last February 11 between BBVA and Telefonica,
the main shareholder of Terra Networks, to develop joint businesses.  BBVA is
the second-largest euro-zone bank by market capitalisation, and Terra Networks
is the largest European and South American quoted internet company.

First-e is a wholly owned subsidiary of enba plc, an incubator of financial
services companies, headquartered in Dublin, enba plc has a diversified
shareholding structure, which includes Apax, Aureus, Capital Z, CGU, Intel,
Invision, Morgan Stanley Dean Witter, PaineWebber Capital Inc., and Vertex.


Expansion Plans

First-e the internet bank currently offers financial services on-line in the UK,
with a portfolio of 110,000 registered users, of which over 50,000 are
customers, after having started its marketing activity on November 1999. 
First-e the internet bank has announced plans to launch a range of financial
services including highly competitive current accounts, low-cost brokerage, IPO
dealing services and a comparative shopping service for financial products. 
Uno-e began pilot operations in Spain from February 14, 2000, and will fully
open operations to the public within the next few days.

Unofirst group will use this base to expand its services to new geographic
markets during the year 2000.  Shortly, unofirst group will begin its operations
in Germany and Portugal and will subsequently expand to Latin America (Brazil,
Mexico, Argentina and Chile), to the rest of Europe (France, Italy, Central
Europe), to the USA and Asia.

The companies will continue to operate under their respective registered
trademarks in existing territories.

The expansion into European and Latin American markets will be carried out by
means of the launch of subsidiaries and acquisitions in individual countries. 
In the USA and Asia, the expansion vehicle is anticipated to be via
joint-ventures with entities currently operating in these markets.

A Unique Combination of Complimentary Strengths

The merger of Uno-e and first-e is based on a strong strategic fit between the
partners:

  It combines the strengths of the parties involved - the internet and mobile 
  telephony expertise of Terra Networks, Europe's largest Internet company; 
  BBVA's position as one of Europe and Latin America's leading banks; and 
  enba's management expertise and technology platform that has created first-e 
  the internet bank.  All of these groups have identified the unique 
  convergence potential for this venture within the 'internet economy'.

  The agreement announced today heralds the launch of the first global 
  financial supermarket distributing own and third party products.

  Unofirst group combines leading-edge technology, proven financial services   
  management expertise and high-calibre personnel, underpinned by the 
  significant financial standing and backing of its partners.

Manuel Galatas, Managing Director of Uno-e and general director of e-business at
BBVA, has been appointed as Executive Chairman of unofirst group.  Gerhad Huber,
Managing Director of first-e, will be the Chief Executive Officer of unofirst
group.

The Board of Directors of unofirst group will consist of 15 members, two
executive (Chairman and Chief Executive) and 13 non-executive (7 of BBVA, 3 of
Terra Networks and 3 of the current shareholders of first-e).

Commenting on the merger, Manuel Galatas, Executive Chairman of unofirst group,
said:

'This is a significant move in e-commerce financial services.  We will be able
to use the internet and new channels to create the world's first truly global
on-line operation, offering a range of competitive products and services
unparalleled in the traditional terrestrial business model.'

Gerhad Huber, CEO of unofirst group, said:

'This move will enable us to build our strategy of growing our market through
innovation and competitive pricing.  The opportunities afforded by m-commerce
(mobile internet access), and the strengths of our partners makes this
particularly exciting.  Our customers will benefit from such innovation, the
investment in the business, the further deals we can execute and the strong
financial backing which this agreement provides. Furthermore, we intend to seek
an IPO in due course, which we hope will further reinforce our customer
acquisition strategy.  Such a move will be subject to our own business criteria
and meeting necessary regulatory approvals.'

Both parties were advised on the merger by Morgan Stanley Dean Witter.

Notes to Editors

Banco Bilbao Vizcaya Argentaria

BBVA is the second largest bank in the eurozone, measured by its euro 44 billion
market capitalisation. BBVA operated in 23 countries with leading market shares
in Spain and Latin America, with over 25 million clients, and 90,000 employees. 
The bank's total balance sheet assets amounted to euro 240 billion, with a
further euro 242 billion in assets under management.  Its capital amounted to
euro 8.4 billion and reported 1999 profits of euro 2.9 billion.

Terra Networks

Terra Networks is the leading provider of Internet access (ISP) and
local-language interactive contents and services to residential and small
office/home office, or SOHO, users in the Spanish- and Portuguese-speaking
world.  Its ISP business has 1,317,000 customers.  Its portals serve more than
434 million page-views and get 38 million visits per month (31 December 1999).

Terra currently provides Internet access services in Spain, Brazil, Mexico,
Chile, Peru, Guatemala and the United States and operates Internet portals
serving those countries and Argentina.  Terra plans to launch news portals in
other European and Latin American countries.

In all of its markets, Terra is developing online interactive solutions for
advertising, marketing, e-commerce and related activities.  Terra also combines
strong regional and international content and world-class functionality with
local content that reflects its users' own communities and is relevant to their
daily lives.

Terra Networks, S.A. is a subsidiary of Telefonica S.A. and its shares are
listed both in Nasdaq (TRRA) and the Spanish stock exchanges (TRR).  The market
capitalisation of Terra Networks is euro 34.1 billion and Telefonica is euro
102.8 billion.

Enba

Enba (www.enba.com) is a Dublin based holding company formed to take the lead in
European Internet based financial services.  The company has raised in excess of
euro 135 million and currently employs 400+ people in Dublin.

Headed by an Austrian, Dr. Gerhard Huber, enba's management team combines
experienced financial services specialists with a background in banking and
brokerage businesses in Europe, Asia and the United States.  The enba board is
chaired by Sir Nicholas Redmayne, formerly Chief Executive of Kleinwort Benson.

First-e the Internet Bank

First-e the internet bank is a trademark used by Banque d'Escompte for banking
services on the internet.  Banque d'Escompte is a French bank, incorporated as a
limited liability company, with a paid up capital of 37,500,000 euros (Paris
Companies Register No B 702 950 148).  Registered Office: 13 Boulevard
Haussmann, 75009 Paris, France.  First-e the internet bank is the result of a
co-operation agreement between enba (www.enba.com) and Banque d'Escompte.

Enba has received significant investment from Apax Partners & Co, Capital Z,
CGU, Intel, Invision AG, Morgan Stanley Dean Witter, PaineWebber Capital Inc.,
and Vertex (member, Singapore Technologies Group).

First-e the internet bank is operating under the banking licence of Banque
d'Escompte with technologies supplied by enba and first-e the internet bank has
received the regulatory approval of the Banque de France.

Uno-e

Uno-e is the Internet Bank of BBVA and Terra.  Its vision is to become the
leading internet bank in Southern Europe and Latin America.  It is a stand-alone
venture with an emphasis on distribution, offering its own and third- party
products with a 'supermarket' concept.



(The information contained in this press release contains forward-looking
statements regarding expected future performances of the combines company which
are not historical facts and which involve risks and uncertainties.  Actual
results and performance could differ materially from those contemplated by these
forward-looking statements.  Recipients of this press release are cautioned not
to place undue reliance on the forward-looking statements made herein.)