EXHIBIT 10.20

EXECUTION
COPY

ASSIGNMENT AGREEMENT

IMPSAT S.A., a company duly created under the laws of the Republic of Argentina,
domiciled at 256 Xxxxxxx Xxxxxx., city of Buenos Aires, (hereinafter called the
"Assignor"), herein duly represented by Xx. Xxxxxxxx Xxxxxxx, in his capacity as
Vice President of Assignor, pursuant to the documents enclosed as ANNEX A that
is part hereof, party of the one part; and EL SITIO ARGENTINA S.A., a company
duly created under the laws of the Republic of Argentina, domiciled at 000
Xxxxxxxx Xxx. 4th floor "A", (hereinafter called the "Assignee"), herein duly
represented by Xxxxxx Xxxxxxxxx and __________, in their capacity as
attorney-in-fact of Assignee, pursuant to the documents enclosed hereto as ANNEX
B that is a part hereof, party of the second part (the Assignor and the Assignee
are hereinafter jointly called the "Parties"), enter into this Assignment
Agreement (hereinafter the "Agreement") pursuant to the following terms and
conditions.

W I T N E S S E T H

WHEREAS, the Assignor is controlled by IMPSAT Corporation, a corporation duly
organized and existing under the laws of the State of Delaware, United States of
America ("IMPSAT");

WHEREAS, the Assignee is controlled by El Sitio, Inc., a company duly organized
and existing under the laws of the British Virgin Islands ("El Sitio");

WHEREAS, IMPSAT and El Sitio have entered into a Framework Agreement dated
August 4, 1999 (the "Framework Agreement") in which the parties agreed on the
basic terms and conditions of a series of related agreements to be entered into
in connection with the sale of IMPSAT's retail Internet access businesses in
Argentina, Brazil and Colombia to El Sitio;

WHEREAS, the Assignor renders telecommunications services, and has agreed to
assign to the Assignee its contracts (written and oral) (the "Assigned
Contracts" or "Acquired Business") relating to the clients listed on ANNEX C (of
which Annex shall designate the clients subject to contracts that are oral
contracts) who receive Internet access service from the Assignor (the
"Service"); and the Assignee has agreed to pay to the Assignor the Purchase
Price for the Acquired Business, pursuant to the terms and conditions detailed
herein;

WHEREAS, simultaneously with the execution of this Agreement, the Assignor and
the Assignee are entering into a Services Agreement in the form attached hereto
as ANNEX D (hereinafter called the "Services Agreement") pursuant to which the
Assignor shall render to the Assignee the services that are necessary for the
latter to render the Service to its present and future clients, including
clients listed on ANNEX C (the "Assigned Clients");

WHEREAS, simultaneously with the execution of this Agreement, the Assignor and
the Assignee are entering into a Reseller and Management Agreement in the form
attached hereto as ANNEX E (as herein defined);

WHEREAS, the Assignee will not assume any liabilities or obligations of any
nature whatsoever of Assignor of the Acquired Business arising prior to the date
hereof other than those specified on ANNEX F (each an "Assumed Liability");

NOW, THEREFORE, in consideration of the promises and mutual covenants and
agreements hereinafter contained, the receipt and sufficiency of which is hereby
mutually acknowledged, the Parties hereto agree as follows:

1. DEFINITIONS

Under this Agreement, the following terms shall have the following meaning:

"Annual Effective Rate" means a due rate annually calculated on the
corresponding capital, based on a calendar year of 360 days, based on 12 months
of 30 days each, taking into account the days effectively elapsed, including the
first day and excluding the last day of the corresponding period.

"Assigned Contracts" shall include those contracts between the Assignor and the
clients as set forth on ANNEX C.

"Closing Date" shall mean November 4, 1999.

"Purchase Price" shall have the meaning set forth in Section 2.2.

2. ASSIGNMENT; PAYMENT DATES

2.1 ASSIGNMENT AND PAYMENT OF THE INITIAL PURCHASE PRICE.

(a) Pursuant to this Agreement, and according to the other terms and
conditions established herein, on the Closing Date (i) the Assignor shall assign
to the Assignee the Assigned Contracts, and the Assignee shall acquire from the
Assignor the Assigned Contracts and (ii) the Assignee will pay the Assignor the
Initial Purchase Price (as defined below) in accordance with the terms and
conditions set forth in Section 2.2(a) below.

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(b) The Assignor hereby grants to the Assignee the non-exclusive
right, fully paid, to use the domain name "xxxxxx0.xxx.xx" in order to allow the
Assignee to continue rendering services exclusively to the Assigned Clients (the
"Dominion"), for a nine month period from the Closing Date. Before the
expiration of said term, the Assignee shall cease to use and cause the Assigned
Clients to cease in the use of the Dominion. Notwithstanding the aforesaid, the
Assignor shall be solely responsible for the lawful administration of the
Dominion during the nine month period referred above.

2.2 PRICE OF THE ASSIGNMENT. PAYMENT DATES. In consideration for the
assignment of the Assigned Contracts, the Assignee shall pay the Assignor the
Purchase Price. The Purchase Price equals Six Million Two Hundred Thousand U.S.
Dollars (US$6,200,000). Assignee will also be responsible for paying a value
added tax calculated at 21% ("VAT") on the purchase price in the amount of One
Million Three Hundred and Two Thousand U.S. Dollars (US$1,302,000).

The Purchase Price shall be paid by the Assignee to the Assignor as follows:

(a) 85% of the Purchase Price, i.e. Five Million Two Hundred Seventy
Thousand US Dollars (US $5,270,000) (the "Initial Purchase Price") plus
corresponding VAT equal to One Million One Hundred and Six Thousand Seven
Hundred US Dollars (US$ 1,106,700), shall be paid on the Closing Date by the
Assignee to the Assignor through a wire transfer to account number 3601-8798 at
Citibank N.A. (Beneficiary: IMPSAT S.A.) (ABA #000000000) or as otherwise agreed
to by the Parties.

(b) the balance of the Purchase Price, i.e. Nine Hundred Thirty
Thousand U.S. Dollars (US$ 930,000) plus the corresponding VAT equal to One
Hundred Ninety Five Thousand Three Hundred U.S. Dollars (US$195,300) shall be
paid by Assignee to Assignor, beginning on December 5, 1999, in 24 equal
consecutive monthly installments plus an annual 12% interest on the balance,
jointly payable with each installment through a deposit in the account to be
specified by the Assignor to the Assignee (hereinafter called the "Balance").
The Balance, or any portion thereof, outstanding at any time may be prepaid by
the Assignee in full at any time without penalty.

(c) For each day that payment of the Balance is in arrears pursuant to
Section 2.2, the Assignee shall pay to the Assignor interest on loan arrears on
the amount owed at an Annual Effective Rate of 15%.

2.3 PAYMENT IN US DOLLARS; WAIVER OF THE DOCTRINE OF UNFORESEEABILITY.

(a) PAYMENT IN US DOLLARS. All the payments shall be made in
unrestricted US Dollars (hereinafter called "Dollars"), free of discounts due to
transfer costs or any other banking expense. If it is legally impossible to buy
Dollars in the Republic of Argentina, the Assignee shall be able to pay with
Dollars bought abroad or with Pesos, or the current Argentine legal currency.
(hereinafter called "Argentine Currency"). The Assignor shall have the exclusive
right to elect one of the following payment options:

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(i) exchange rate (bid) of Dollars with Argentine Currency,
pursuant to the quotation of Citibank N.A. at 1:00 p.m. on the payment date,
plus commissions, expenses and taxes on said exchange operation; or

(ii) the actual amount of Argentine Currency necessary to buy, in
Buenos Aires or Montevideo Republic of Uruguay, at the Assignor's option, the
amount of Foreign Bonds of the Republic of Argentina that sold for Dollars in
New York or Montevideo, at the Assignor's exclusive option, plus any commission,
expense and tax on said operation- is necessary to buy, at 1:00 p.m. of the
effective payment date, the amount owed in Dollars. If this cannot be applied,
the exchange rate to buy Dollars with Argentine Currency in New York or
Montevideo, pursuant to the quotation of Citibank N.A., at 1:00 p.m. on the
effective payment date, will be applied.

(b) WAIVER OF THE DOCTRINE OF UNFORESEEABILITY. The Parties expressly
agree that the amounts payable pursuant to this Agreement may significantly vary
due to inflationary or hyperinflationary peaks, or due to an increase of taxes
and/or the variation of interest and/or exchange rates, for any reason. These
unforeseeable and important events that may affect the Parties, are a risk for
this Agreement that the Parties accept and, consequently, wholly assume.
Consequently, none of the Parties hereof shall claim either unforeseeability or
contractual adjustments with regard to the agreed amount or currency, nor as a
consequence of the application of economic emergency systems that may affect
what the Parties hereof have freely agreed to pursuant to this Agreement.

2.4 DELIVERIES. At or before the Closing, the Parties have delivered all
documents required to be delivered by them pursuant to this Agreement or any
other document signed in connection with this Agreement.

2.5 FRAMEWORK AGREEMENT. The Assignor and the Assignee hereby waive their
rights to an adjustment in the Purchase Price on a per subscriber basis as
contemplated by the Framework Agreement.

3. REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR

The Assignor represents and warranties to the Assignee the following:

3.1 CREATION. The Assignor is a duly created company, validly existing,
duly registered, and in good standing pursuant to the laws of the Republic of
Argentina.

3.2 POWER. The Assignor has full corporate authority and capacity to grant
and enter into this Agreement and perform its obligations hereunder and
consummate the transactions contemplated hereby pursuant to the terms and
conditions established herein. The Board of Directors of the Assignor approved
this Assignment, pursuant to the terms and conditions hereof, as established in
the copies certified by a notary public of the pertinent board minutes attached
hereto as ANNEX G.

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3.3 NON-BREACH.The execution of this Agreement, the performance of the
operations stipulated herein, or the fulfillment by the Assignor of any of the
provisions hereof do not or shall not conflict with, or result in the breach of,
any organizational document of the Assignor including its Bylaws, copies of
which are included as ANNEX A.

3.4 BINDING OBLIGATION. This Agreement constitutes a binding, valid and
legal obligation of the Assignor and is enforceable against it pursuant to its
terms except to the extent that enforceability may be limited by applicable
bankruptcy, insolvency, moratorium and other laws relating to or affecting
creditor's rights generally or by equitable principles.

3.5 TITLE. Except as set forth in the Assigned Contracts, the Assigned
Contracts are free and clear of all pledges, security interests, liens,
encumbrances and claims of any kind, and the Assignee will acquire the Assigned
Contracts free and clear of all pledges, security interests, liens,
encumbrances, or claims, except as created by Assignee.

3.6 CONTRACTS. ANNEX H contains the material terms of the form of written
contract used by the Assignor with the Assigned Clients; provided, however, that
some Assigned Clients have oral contracts and some written contracts have been
orally amended. None of the oral contracts are on terms that are materially
different than those found in the written contracts, and none of the oral
amendments materially change the economic terms of any of the written contracts
except as set forth on ANNEX C. Except in such cases as would not in the
aggregate have a material adverse effect on the Acquired Business (a) the
Assigned Contracts are valid, binding and enforceable in accordance with their
terms, (b) the Assignor has performed, and is now performing, the obligations
of, and are not in default (and would not by the lapse of time or the giving of
notice be in default) under any of the Assigned Contracts, (c) no parties have
notified the Assignor in writing of any claim, dispute or controversy or
withheld payments from the Assignor with respect to any of the Assigned
Contracts, (d) no other party to an Assigned Contract is in default or has
breached any term or provision of such Assigned Contract that has not previously
been cured, (e) the Assignor has not received notice or warning of alleged
nonperformance, delay in delivery or other noncompliance with respect to any of
the Assigned Contracts, and (f) the Assignor has not received any notice that
any Assigned Client intends to totally or partially terminate any of the
Assigned Contracts. For purposes of this Section 3.6, a "material adverse effect
on the Acquired Business" means an effect which would result in a diminution in
the revenues of the Acquired Business of more than five percent (5%), as
compared to the revenues as of July 31, 1999.

3.7 NO OTHER PURCHASERS. There is no agreement, option or other right or
privilege outstanding in favor of any person for the purchase from Assignor of
the Acquired Business or any aspect of the Acquired Business.

3.8 COMPLIANCE. With respect to the Acquired Business, the Assignor has
complied in all material respects with all statutes, ordinances, codes, laws,
rules, regulations or orders during all times prior to the Closing Date.

3.9 CLIENTS. As of July 31, 1999, the Assignor had agreements with the
number of

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paying clients for receipt of dial-up access services identified in the Deloitte
& Touche report attached hereto as ANNEX I.

3.10 NO CONSENTS. Except to the extent that licenses and any other permits
required for the Assignee to provide the telecommunications value added
services, commonly called Internet, have not been received from the SECRETARIA
DE COMUNICACIONES of the Republic of Argentina, there are no governmental
filings, registrations, consents, approvals, authorizations or orders necessary
for the execution, delivery and performance of this Agreement by the Assignor
and the transactions contemplated hereby or to ensure the legality, validity,
enforceability or admissibility in the Republic of Argentina of this Agreement.

3.11 NO PENDING ACTIONS, PROCEEDINGS OR INVESTIGATIONS. There are no
pending, or to the best of Assignor's knowledge, threatened, judicial or
administrative actions, proceedings or investigations which question the
validity of this Agreement or question the action to be taken by Assignor in
connection with this Agreement. There is no material legal action pending or
threatened with respect to any of the Assigned Contracts.

3.12 NO BROKERS. The Assignor has not retained any broker, finder or agent
or agreed to pay any brokerage or similar fee with respect to the transactions
contemplated hereby.

3.13 NO MATERIAL ADVERSE CHANGE. To Assignor's knowledge, there has been no
material adverse change to the Acquired Business, results of operations,
financial conditions or prospects of the Acquired Business as a whole since July
31, 1999. As used in this Agreement, the phrase "material adverse change to the
Acquired Business", excludes any change or event which generally affects the
Internet industry.

3.14 NO CHANGE IN ANY LAW. To the knowledge of the Assignor, there is no
pending or threatened change in any law which materially affects or could
materially affect the Acquired Business.

3.15 NO MISLEADING STATEMENTS. The annexes and the representations and
warranties of this Agreement made pursuant to this Section 3, are and shall at
the Closing Date be true, correct and complete in all material aspects, and this
Agreement, its annexes and representations and warranties of this Agreement, do
not contain and shall not contain any statement whatsoever that may be
incorrect, incomplete, false or misleading as regards the facts or acts
established in said representations and warranties.

4. REPRESENTATIONS AND WARRANTIES OF THE ASSIGNEE

The Assignee hereby represents and warranties to the Assignor the following:

4.1 CREATION. The Assignee is a duly created company, validly existing and
duly registered pursuant to the laws of the Republic of Argentina.

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4.2 POWER. The Assignee has full corporate authority and capacity to enter
into this Agreement and perform its obligations hereunder, consummate the
transactions contemplated hereby, pursuant to the terms and conditions
established herein and shall take all the corporate measures required to
authorize the execution, delivery and performance of this Agreement and the
fulfillment of the operations stipulated therein; and this Agreement constitutes
a legal, valid and binding obligation of the Assignee, enforceable against it
pursuant to its terms except to the extent that enforceability may be limited by
applicable bankruptcy, insolvency, moratorium and other laws relating to or
affecting creditor's rights generally or by equitable principles. The Board of
Directors of the Assignee has approved the acquisition of the Acquired Business,
pursuant to the terms and conditions hereof, according to the copies certified
by notary public of the pertinent Board minutes attached hereto as ANNEX K.

4.3 NON-BREACH. Except to the extent that licenses and any other permits
required for the Assignee to provide the telecommunications value added
services, commonly called Internet, have not been received from the
SECRETARIA DE COMUNICACIONES of the Republic of Argentina, the execution of
this Agreement, the performance of the operations stipulated herein, or the
fulfillment by the Assignee of any of the provisions hereof: (i) do not breach
or shall not breach, or shall not be in conflict with or result in the breach of
any law, executive order, regulation, ordinance or any other provision or shall
constitute a breach (or a fact that, through notice or the lapse of time, or
both, may constitute a breach) of any term or provision of, or shall become a
breach under, any agreement of which the Assignee may be a party or to which its
business, property or assets may be subject; (ii) are not or shall not be in
conflict with, or shall result in the breach of the Bylaws of the Assignee,
copies of which are included as ANNEX B.

4.4 NO MISLEADING STATEMENTS. The representations and warranties of this
Agreement made pursuant to this Section 4, are and shall at the Closing Date be
true, correct and complete in all their aspects, and do not contain and shall
not contain any statement whatsoever that may be incorrect, incomplete, false or
misleading as regards the facts or acts established in said representations and
warranties.

5. INVOICING, ASSIGNMENT OF RIGHTS, DISTRIBUTION OF SUBSCRIPTIONS

5.1 INVOICING. Subject to the terms and conditions of the Reseller and
Management Agreement, the invoicing with respect to the Acquired Business and
the collection of any and all fees shall be made by the Assignee as of the
Closing Date.

5.2 ASSIGNMENT OF AUTOMATIC DEBITS. Within forty-five (45) days after the
Closing Date, the Assignor shall deliver to the Assignee a notice addressed to
the Banks and/or credit card companies included in ANNEX L, requesting that the
automatic debits with respect to the Acquired Business corresponding to the
rendering of the Service, be done immediately in favor of the Assignee instead
of the Assignor, and will take such further actions as Assignee

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may reasonably request in respect of the foregoing.

5.3 PRO-RATED FEES. Because the Closing Date does not coincide with the
last day of the month, the Parties agree to distribute fees collected with
respect to the Assigned Contracts for the month of the Closing Date as follows:
(i) the Assignor shall receive pro-rated fees based on the period as from the
first day of the month up to and including the Closing Date; and (ii) the
Assignee shall receive pro-rated fees based on the period from after the Closing
Date until the last day of the month.

(a) As regards those clients to whom the Service is invoiced in
advance, the Assignor shall receive in trust for and deliver to the
Assignee the amounts corresponding to the Service provided after the
Closing Date as long as it has effectively received them from the Clients
and within ten working days as from the receipt of such amounts.

(b) As to the Clients to whom the Service is invoiced on a monthly
basis, the Assignee shall receive in trust for and deliver to the Assignor
the amounts corresponding to the Service provided before or on the Closing
Date as long as it has effectively received them from the Clients and
within ten working days as from the reception of the amounts.

5.4 CALCULATION OF PROPORTIONAL FEE. The calculation of the proportional
fee shall be obtained by dividing the fee period described in Section 5.3
corresponding to such Assigned Contracts by thirty-one.

5.5 LIABILITY OF THE ASSIGNOR.

(a) The Assignor shall have no responsibility in the event that any
Assigned Client at any time on or after the Closing Date terminates its Assigned
Contract or its commercial relationship with the Assignee for any reason
whatsoever, and the Assignee shall have no claims against the Assignor in
respect to any such termination.

(b) The Assignor makes no warranty or guarantee nor does the Assignor
assume any liability whatsoever for the financial or economic condition of any
Assigned Client or for the payment of any amounts owing in respect of any of the
Assigned Contracts from and after the Closing Date.

6. CONDITIONS TO CLOSING

6.1 CONDITIONS OF OBLIGATIONS OF THE ASSIGNEE. The obligation of the
Assignee to purchase and pay for the Assigned Contracts is subject to the
fulfillment in all material respects prior to the date hereof of the following
conditions, any of which may be waived in whole or in part by the Assignee:

(a) The representations and warranties of the Assignor under this
Agreement

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shall be true and correct in all material respects on the Closing Date without
regard to any materiality qualifier set forth in any representation and warranty
contained herein.

(b) The Assignor shall have performed and complied with all agreements
and conditions required by this Agreement to be performed or complied with by
the Assignor on or before the Closing Date.

(d) No governmental body or any other person shall have issued an
order which shall then be in effect restraining or prohibiting the completion of
the transactions contemplated hereby, nor shall any such order be threatened or
pending.

(e) Since July 31, 1999 until the Closing Date, there shall not have
been a material adverse change to the Acquired Business. "Material adverse
change to the Acquired Business" means any event, circumstance, condition, fact,
effect or other matter which has had or could reasonably be expected to have a
material adverse effect (i) on the assets, liabilities, prospects, results of
operations or condition (financial or otherwise) of the Acquired Business or
(ii) on the ability of the Assignor to perform on a timely basis any material
obligation under this Agreement or to consummate the transactions contemplated
hereby.

(f) The Assignor shall have delivered to the Assignee a certificate
dated the Closing Date, executed by its Chief Executive Officer, certifying the
satisfaction of the conditions specified in paragraphs 6.1(a), (b), (c), (d) and
(e).

(g) The Assignee shall have received from Xxxxxxxxx & Xxxx, counsel
for the Assignor, an opinion dated the Closing Date, in the form attached as
ANNEX J.

(h) The parties shall have executed the Services Agreement and the
Reseller and Management Agreement and any document contemplated by the foregoing
agreements.

(i) The parent of Assignor shall have entered into the Guaranty in the
form attached hereto as ANNEX N.

6.2 CONDITIONS OF OBLIGATIONS OF THE ASSIGNOR. The obligation of the
Assignor hereinunder is subject to the fulfillment in all material respects
prior to the date hereof of the following conditions, any of which may be waived
in whole or in part by the Assignor:

(a) The representations and warranties of the Assignee under this
Agreement shall be true and correct in all material respects on the Closing
Date.

(b) The Assignee shall have performed and complied with all agreements
and conditions required by this Agreement to be performed or complied with by
the Assignee on or before the Closing Date.

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(c) The Assignee shall have obtained any and all consents, waivers,
approvals or authorizations, with or by any governmental body or any other
person required for the valid execution of this Agreement and the transactions
contemplated hereby. Notwithstanding the foregoing, the Assignor expressly
acknowledges that the Assignee has not yet obtained the licenses and/or other
permits required to provide telecommunications value added services in
Argentina, and the fact that such licenses or consents have not yet obtained
shall not be deemed as a failure of any condition contained herein.

(e) The parent of Assignee shall have entered into the Guaranty in the
form attached hereto as ANNEX N.

(f) The parties shall have executed the Services Agreement and the
Reseller and Management Agreement and any document contemplated by the foregoing
agreements.

7. SURVIVAL OF REPRESENTATIONS AND WARRANTIES

The representations and warranties made by the Assignor shall survive the
execution and delivery of this Agreement and the completion of the transactions
contemplated herein.

8. INDEMNIFICATION

8.1 INDEMNIFICATION BY ASSIGNOR. The Assignor shall indemnify and hold
harmless the Assignee and/or each of its directors, officers, agents, employees,
advisers and representatives from and against any losses, expenses, claims,
damages or liabilities of whatever nature, joint or several, including without
limitation reasonable costs of investigation and reasonable legal fees and
expenses of legal counsel to which the Assignee and/or each of its directors,
officers, agents, employees, advisers and representatives may become subject,
which arise out of or are based upon:

(a) any representation or warranty of the Assignor made herein not
having been materially true, complete and accurate when made;

(b) any covenant made herein by the Assignor not having been complied
with;

(c) any liability with respect to the Acquired Business for taxes
including related liabilities, penalties, fines, additions and interest in
respect of any taxable period ending on or prior to the Closing Date; or

(d) any liability or obligation that is not an Assumed Liability or
that is attributed to the Acquired Business related to the period prior to the
Closing Date.

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The Assignor's obligations to indemnify for the Assignee's losses under this
agreement shall accrue only if the aggregate amount of such losses exceeds one
percent of the Purchase Price (or $62,000), and the Assignor shall be liable for
all such losses, including such initial one percent amount; provided, however,
that the maximum liability of the Assignor under this Section 8.1 shall not
exceed the Purchase Price.

8.2 INDEMNIFICATION BY ASSIGNEE. The Assignee shall indemnify and hold
harmless the Assignor and each of its directors, officers, agents, employees,
advisers and representatives from and against any losses, expenses, claims,
damages or liabilities, joint or several, including without limitation
reasonable costs of investigation and reasonable legal fees and expenses of
legal counsel to which the Assignor and/or each of its directors, officers,
employees, advisers and representatives may become subject, which arise out of,
or are based upon:

(a) any representation or warranty of the Assignee made herein not
having been materially true, complete and accurate when made;

(b) any covenant made herein by the Assignee not having been complied
with;

(d) any Assumed Liability and any liability or obligation attributed
to the Acquired Business related to the period after the Closing Date.

The Assignee's obligations to indemnify the Assignor for losses under this
Agreement shall accrue only if the aggregate amount of such losses exceeds one
percent of the Purchase Price (or $62,000), and in such event Assignee shall be
liable for all such losses, including such initial one percent amount; provided,
however, that the maximum liability of the Assignee under this Section 8.2 shall
not exceed the Purchase Price. The one percent threshold shall not apply to any
default of the Assignee under Section 2.2(b) of this Agreement, and Assignee
shall be liable for all losses as a result of a default under Section 2.2.

8.3 INDEMNIFICATION PROCEDURE

(a) In the case of any claim asserted by a third party against a party
entitled to indemnification under this Agreement (the "Indemnified Party"),
notice shall be given by the Indemnified Party to the indemnifying party (the
"Indemnitor") promptly after such Indemnified Party has actual knowledge of any
claim as to which indemnity may be sought, and the Indemnified Party shall
permit the Indemnitor (at Indemnitor's expense) to assume the defense of any
claim or any litigation resulting therefrom, provided that (i) the counsel for
the Indemnitor who shall conduct the defense of such claim or litigation shall
be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party
may participate in such defense at such Indemnified Party's expense, and (iii)
the omission by any Indemnified Party to give notice as provided herein shall
not relieve the Indemnitor of its

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indemnification obligation under this Agreement except to the extent that such
omission results in a failure of actual notice to the Indemnitor and the
Indemnitor is materially damaged as a result of such failure to give notice.
Except with the prior written consent of the Indemnified Party, the Indemnitor,
in the defense of any such claim or litigation, shall not consent to entry of
any judgment or order, interim or otherwise, or enter into any settlement that
provides for injunctive or other nonmonetary relief affecting the Indemnified
Party or that does not include as an unconditional term thereof the giving by
each claimant or plaintiff to such Indemnified Party of a release from all
liability with respect to such claim or litigation. In the event that the
Indemnified Party shall in good faith determine that the conduct of the defense
of any claim subject to indemnification hereunder or any proposed settlement of
any such claim by the Indemnitor might be expected to affect adversely the
Indemnified Party's tax liability or the ability of the Indemnified Party or any
of its subsidiaries to conduct its business, or that the Indemnified Party may
have available to it one or more defenses or counterclaims that are inconsistent
with one or more of those that may be available to the Indemnitor in respect of
such claim or any litigation relating thereto, the Indemnified Party shall have
the right at all times to take over and assume control over the defense,
settlement, negotiations or litigation relating to any such claim at the sole
cost of the Indemnitor, provided that if the Indemnified Party does so take over
and assume control, the Indemnified Party shall not settle such claim or
litigation without the written consent of the Indemnitor, such consent not to be
unreasonably withheld. In the event that the Indemnitor does not accept the
defense of any matter as above provided, the Indemnified Party shall have the
full right to defend against any such claim or demand and shall be entitled to
settle or agree to pay in full such claim or demand. Notwithstanding the
foregoing, the Indemnitor shall still provide indemnification to the Indemnified
Party. In any event, the Indemnitor and the Indemnified Party shall cooperate in
the defense of any claim or litigation subject to this Section and the records
of each shall be available to the other with respect to such defense.

(b) The obligations of the parties under this Section shall survive
the execution and delivery of this Agreement for a period of two (2) years.

9. EXPENSES

9.1 ASSIGNOR'S EXPENSES. The Assignor shall pay all the costs and expenses
including, but not limited to, the fees and expenses of lawyers, accountants and
any other advisor hired by it and any other expenses incurred by the Assignor
related to this Agreement.

9.2 ASSIGNEE'S EXPENSES. The Assignee shall pay all the costs and expenses
including, but not limited to, the fees and expenses of lawyers, accountants and
any other advisor hired by it and any other expenses incurred by the Assignee
related to this Agreement.

10. MISCELLANEOUS

10.1 COMPLETE AGREEMENT. This Agreement and its annexes contains the
complete

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agreement between the Parties as regards the operations stipulated therein and
replaces all the negotiations, depositions, statements, commitments, offers and
agreements, written or oral, entered into between the Parties before the date
hereof. No waiver or modification or amendment of any provision of this
Agreement shall be in force, unless it is made in writing and is duly signed by
the Parties.

10.2 SPECIFIC PERFORMANCE. In the event either party fails to close the
transactions contemplated by this Agreement for any reason other than a material
breach of this Agreement by the other party, each party shall have the right,
among other remedies, to specifically enforce this Agreement. Such remedy,
however, shall not be exclusive and shall be in addition to any other remedies
which the other party may have under this Agreement or otherwise.

10.3 COPIES. This Agreement is signed in 4 copies of the same tenor in the
English language and 4 copies of the same tenor in the Spanish language, each of
which shall be considered an original and only valid if they have all the
signatures of the Assignor and the Assignee. In the event of a difference
between the English and Spanish versions, the Spanish version shall prevail.

10.4 APPLICABLE LAW AND JURISDICTION. The validity, duration and
construction of this Agreement shall be exclusively ruled by the laws of the
Republic of Argentina. The Parties agree that in the event that any dispute,
controversy or difference arises as a consequence of this Agreement and is not
resolved within ten days after such dispute, controversy or difference is
brought to the attention of both parties, the Parties agree to submit the
decision to arbitration as set forth below:

(a) Any dispute, controversy or claim resulting from or related to any
of the provisions of this Agreement, or its interpretation, execution,
compliance, violation, termination or validity, including without limitation
whatsoever, this present section, shall be solely and definitively resolved
through arbitration. The Parties shall unify all the pending disputes, if any,
in one single arbitration procedure.

(b) All matters submitted to arbitration shall be resolved by a sole
arbitrator jointly appointed by both Parties. The arbitrator shall proceed in
accordance with the rules of the Arbitration Court of the Stock Exchange of the
City of Buenos Aires, which both Parties acknowledge and accept. In case the
Parties fail to agree on the designation of the arbitrator, they shall submit
the controversy to the Arbitration Court of the Stock Exchange of the City of
Buenos Aires, which shall resolve the controversy in accordance with its rules
of arbitration.

(c) The arbitrator's decision shall be deemed final and binding upon
the Parties, and the execution of the arbitration award may be brought to any
competent court of law. The Parties expressly waive their rights to file
judicial claims or defenses against the result of the arbitration procedure.

(d) The losing party in the arbitration shall pay for all its
expenses, and for the

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expenses of the other party, even when the latter has not so requested.

10.5 NOTICES. All notices, petitions, demands for performance and other
communications pursuant to this Agreement shall be in writing and in the
following due way:

To the Assignor: To the Assignee:
IMPSAT S.A. EL SITIO ARGENTINA X.X.
Xxxxxxx Xxxxxx 000 Xxxxxxxx Xxxxxx 845, 4th Floor
Buenos Aires, Xxxxxxxxx 0000 Xxxxxx Xxxxx, Xxxxxxxxx
Attn: Xxxxxx Xxxxxx Attn: Xxxxxxx Xxxxxxx-Xxxxxx

With copy to: With copy to:
Xxxxxx & Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx & Xxxxxx LLP
000 00xx Xxxxxx, X.X. 000 Xxxx Xxxxxx
Xxxxxxxxxx, X.X. 00000-0000 Xxx Xxxx, XX 00000
Attn: Xxxx X. Xxxxxxx Attn: Xxxx X. Xxxxxx
Xxxx X. Xxxxxxxx

And to: And to:
Xxxxxxxxx & Xxxx Estudio Marval, X'Xxxxxxx & Mairal
San Xxxxxx 140, 14th Floor Av. Xxxxxxx X. Xxxx 928, 7th Floor
1004 Buenos Aires, Xxxxxxxxx 0000 Xxxxxx Xxxxx, Xxxxxxxxx
Attn: Xxxxxxx Xxxxxx Xxx, Esq. Attn: Xxxxxxx X. Xxxxxx

10.6 ADDRESSES. The addresses of the Parties set forth in Section 10.5 are
the ones that the Parties establish for the purposes of this Agreement. Any of
the Parties hereto may change its address to any other within the Federal
Capital City with previous notice to the other Party specifying the new address,
but said change shall not be considered until the notice of change is actually
received by the other Party.

10.7 FURTHER ASSURANCES. The Assignee agree to execute and deliver such
other documents or agreements and to take action as may be necessary or
desirable for the implementation of this Agreement and the consummation of the
transactions contemplated hereby.

10.8 SEVERABILITY. If any provision of this Agreement is invalid or
unenforceable, the balance of this Agreement shall remain in effect.

10.9 COUNTERPARTS. This Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

10.10 CONFIDENTIALITY. No party, without the consent of the other party,
shall disclose to any third party the existence of this Agreement, its contents
or any other confidential

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information to which it had knowledge as a result of this Agreement, except as
strictly to the extent required by any law, rule or regulation or judicial
process.

10.11 SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of
and be binding upon the Parties and their respective successors and assigns.
This Agreement shall not be assignable or otherwise transferable by any party
hereto without the prior written consent of the other parties hereto, and any
purported assignment or other transfer without such consent shall be void and
unenforceable; provided, that the Assignee may assign this Agreement to any
affiliate of such Assignee, but any such assignment shall not relieve the
Assignee of its obligations hereunder.

10.12 HEADINGS. The headings of the Terms included in this Agreement are
for the Parties' reference and shall not affect the meaning or interpretation of
this Agreement. The use of the singular or masculine shall include the plural
and feminine and the use of the plural and feminine shall include the singular
and masculine, when necessary due to the context.

10.13 TRANSLATION. This Agreement shall only be executed in the English
version, but a Spanish translation in a form satisfactory to Assignor and
Assignee shall be prepared immediately after its signature.

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IN AGREEMENT THEREOF, the parties sign this Assignment Agreement in the City of
Buenos Aires, on the 5th day of November, 1999.

IMPSAT S.A

-----------------------
Name:
Title:

EL SITIO ARGENTINA S.A.

-----------------------
Name:
Title:

EL SITIO ARGENTINA S.A.

-----------------------
Name:
Title:

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ANNEX A ASSIGNOR'S LEGAL STATUS. ASSIGNOR'S BYLAWS

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ANNEX B ASSIGNEE'S LEGAL STATUS. ASSIGNEE'S BYLAWS

-18-

ANNEX C LIST OF CLIENTS AND SUBSCRIPTION OF EACH CLIENT

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ANNEX D FORM OF SERVICES AGREEMENT

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ANNEX E FORM OF RESELLER AND MANAGEMENT AGREEMENT

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ANNEX F ASSUMED LIABILITIES

NONE

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ANNEX G CERTIFIED COPY OF THE MINUTES OF THE BOARD OF DIRECTORS
OF THE ASSIGNOR THAT APPROVED THIS AGREEMENT

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ANNEX H FORM OF WRITTEN CONTRACT

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ANNEX I DELOITTE & TOUCHE AUDIT REPORT

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ANNEX J OPINION OF COUNSEL

FORM OF OPINION OF COMPANY'S COUNSEL

Gentlemen:

This opinion is furnished to you pursuant to Section 6.1(g) of the
Assignment Agreement dated as of , 1999 (the "Agreement") between Impsat S.A.
(the "Assignor") and El Sitio Argentina S.A. (the "Assignee"). Terms defined in
the Agreement are used herein as therein defined.

We have acted as counsel for the Assignor in connection with the
preparation, execution and delivery of the Agreement.

In that connection we have examined:

(1) the Agreement; and

(2) the corporate documents of the Assignor.

Based upon the foregoing, we, having regard for legal considerations we
deem relevant, are of the opinion that:

(a) The Assignor is a company validly existing and in good standing
under the laws of the Republic of Argentina.

(b) The Agreement is a legal, valid and binding obligation of the
Assignor, enforceable against the Assignor in accordance with its terms, except
to the extent that the enforceability thereof may be subject to bankruptcy,
insolvency, reorganization, moratorium, CONCORDATA, fraudulent conveyance or
other similar laws now or hereafter in effect relating to creditors' rights
generally.

(c) Except as set forth in the Annexes to the Agreement or otherwise
specified in the Agreement, there are (i) to our knowledge, no material pending
or threatened action, suit, claim, litigation or governmental proceedings or
investigations involving the Acquired Business off any nature, in law or equity;
(ii) no preemptive, contractual or similar rights to purchase or otherwise
acquire the Acquired Business, except pursuant to the Agreement; and (iii) no
liens, pledges, security interest and encumbrances of the Acquired Business
imposed by any Argentine statute, or to our knowledge, any agreement to which
the Assignor is a party or any order of any court or any government agency to
which the Assignor is subject.

(d) The execution, delivery and performance by the Assignor of the
Agreement, and the compliance with the provisions thereof by the Assignor, do
not:

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(i) Violate to our knowledge any ruling, writ, injunction,
order, judgment or decree of any court, administrative
agency or other governmental body applicable to the Acquired
Business or its properties or assets; or

(ii) conflict with or result in any breach of any of the terms,
conditions or provisions of, or constitute (with due notice
or lapse of time, or both) a default (or give rise to any
right of termination, cancellation or acceleration) or
result in the creation of any lien, security interest,
charge or encumbrance upon the Acquired Business under any
agreement, document, instrument, contract, note indenture,
mortgage or lease to which the Assignor is known by us to be
a party or under which the Assignor or any of its assets is
known by us to be bound or affected, except for a default
under an Assigned Contract.

(e) Except for the approval required for the ISP License by
[_________], and with respect to (ii) of this paragraph 2(e) any approvals
required under an Assigned Contract, no authorization, consent, approval or
other order of, or declaration to or filing with, any governmental agency or
body, and to our knowledge, no consent, waiver, or authorization under any
agreement, instrument, contract, note, indenture, mortgage or lease to which the
Assignor is known by us to be a party or under which the Assignor or any of
their assets is known by us to be bound or affected, is required for: (i) the
valid authorization, execution, delivery and performance by the Assignor of the
Agreement, or (ii) the valid authorization, sale and delivery of the Acquired
Business, except for the authorization given under the _______ Meeting of the
Assignor held on _________, 1999.

(f) The Assignor has the necessary corporate power and authority to
own its properties and conduct its businesses as presently conducted, to enter
into the Agreement, and consummate the transactions contemplated thereby.

(g) All corporate action required by the Assignor in order to
authorize the execution, delivery and performance of the Agreement and the
consummation of the transactions contemplated thereby by the Assignor has been
duly and validly taken.

(h) The execution and delivery of the Agreement does not violate the
bylaws of the Assignor.

This opinion is given only as of the date hereof and is addressed only
to and is provided solely for the benefit of the addressees listed herein. It
may not be delivered to or relied upon by any other person without our express
consent, and is strictly limited to the matters stated herein and is not to be
used or extended by implication to any other matter.

This opinion is being rendered based on the legal provisions
applicable in Argentina as of the date hereof. We assume no obligation to
supplement this opinion if any applicable law changes after the date hereof or
if we become aware of any facts that might

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change the opinions expressed herein after the date hereof.

Very truly yours,

-----------------------------

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ANNEX K CERTIFIED COPY OF THE MINUTES OF THE BOARD OF DIRECTORS
OF THE ASSIGNEE THAT APPROVED THE PURCHASE OF THE CLIENTS

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ANNEX L LIST OF BANKS AND CREDIT CARDS

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ANNEX M GUARANTY OF ASSIGNOR'S PARENT
GUARANTY

FOR VALUE RECEIVED, and in consideration therefor, and as an inducement to
EL SITIO ARGENTINA S.A., a company duly created under the laws of the Republic
of Argentina ("El Sitio") to enter into that certain Assignment Agreement (the
"Agreement"), dated as of , 1999, by and between El Sitio and IMPSAT S.A., a
company duly created under the laws of the Republic of Argentina ("IMPSAT"), the
undersigned, being the parent of IMPSAT, being familiar with the Agreement,
unconditionally guarantees to El Sitio the full performance and observance of
all covenants, conditions, agreements and obligations of IMPSAT under the
Agreement without requiring any notice of non-payment or non-performance in
order to charge the undersigned therefor, which notice the undersigned hereby
expressly waives. El Sitio shall have the right to bring a cause of action
seeking indemnification under the Agreement directly against the undersigned
without being obligated to first bring a cause of action or exhaust its remedies
against IMPSAT. The undersigned expressly agrees that the validity of this
Guaranty and the obligations of the undersigned shall in no way affect or
otherwise impair the right of IMPSAT or the undersigned to contest any claim for
indemnification by El Sitio under the Agreement. The undersigned further
covenants and agrees that this Guaranty shall remain and continue in full force
and effect regardless of any modification or amendment of the Agreement except
to the extent the undersigned's obligations hereunder are specifically modified
or amended.

This Guaranty shall be governed by the laws of the State of Delaware,
United States of America.

IMPSAT CORPORATION

By: _____________________________
Name:

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ANNEX N GUARANTY OF ASSIGNEE'S PARENT
GUARANTY

FOR VALUE RECEIVED, and in consideration therefor, and as an inducement to
IMPSAT S.A., a company duly created under the laws of the Republic of Argentina
("IMSPAT"), to enter into that certain Assignment Agreement (the "Agreement"),
dated as of , 1999, by and between El Sitio Argentina S.A., a company duly
created under the laws of the Republic of Argentina ("El Sitio"), and IMPSAT,
the undersigned, being the parent of El Sitio, being familiar with the
Agreement, unconditionally guarantees to IMPSAT the full performance and
observance of all covenants, conditions, agreements and obligations of El Sitio
under the Agreement without requiring any notice of non-payment or
non-performance in order to charge the undersigned therefor, which notice the
undersigned hereby expressly waives. IMPSAT shall have the right to bring a
cause of action under the Agreement directly against the undersigned without
being obligated to first bring a cause of action or exhaust its remedies against
El Sitio. The undersigned expressly agrees that the validity of this Guaranty
and the obligations of the undersigned shall in no way affect or otherwise
impair the right of El Sitio or the undersigned to contest any claim by IMPSAT
under the Agreement. The undersigned further covenants and agrees that this
Guaranty shall remain and continue in full force and effect regardless of any
modification or amendment of the Agreement except to the extent the
undersigned's obligations hereunder are specifically modified or amended.

This Guaranty shall be governed by the laws of the State of Delaware,
United States of America.

EL SITIO, INC.

By: ______________________________
Name:
Title:

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ASSIGNMENT AGREEMENT

BY AND BETWEEN

EL SITIO ARGENTINA S.A.

AND

IMPSAT S.A.

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TABLE OF CONTENTS

1. DEFINITIONS....................................................................................... 2

2. ASSIGNMENT; PAYMENT DATES......................................................................... 2

2.1 Assignment and Payment of the Initial Purchase Price..................................... 2

2.2 Price of the Assignment. Payment Dates................................................... 3

2.3 Payment In US Dollars; Waiver Of The Doctrine Of Unforeseeability........................ 3

2.4 Deliveries............................................................................... 4

2.5 Framework Agreement...................................................................... 4

3. REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR.................................................... 4

3.1 Creation................................................................................. 4

3.2 Power.................................................................................... 4

3.3 Non-Breach............................................................................... 4

3.4 Binding Obligation....................................................................... 5

3.5 Title.................................................................................... 5

3.6 Contracts................................................................................ 5

3.7 No Other Purchasers...................................................................... 5

3.8 Compliance............................................................................... 5

3.9 Clients.................................................................................. 5

3.10 No Consents.............................................................................. 5

3.11 No Pending Actions, Proceedings or Investigations........................................ 6

3.12 No Brokers............................................................................... 6

3.13 No Material Adverse Change............................................................... 6

3.14 No Change In Any Law..................................................................... 6

3.15 No Misleading Statements................................................................. 6

4. REPRESENTATIONS AND WARRANTIES OF THE ASSIGNEE.................................................... 6

4.1 Creation................................................................................. 6

4.2 Power.................................................................................... 6

4.3 Non-Breach............................................................................... 7

4.4 No Misleading Statements................................................................. 7

5. INVOICING, ASSIGNMENT OF RIGHTS, DISTRIBUTION OF SUBSCRIPTIONS.................................... 7

5.1 Invoicing................................................................................ 7

5.2 Assignment of Automatic Debits........................................................... 7

5.3 Pro-rated Fees........................................................................... 7

5.4 Calculation of Proportional Fee.......................................................... 8

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5.5 Liability of the Assignor................................................................ 8

6. CONDITIONS TO CLOSING............................................................................. 8

6.1 Conditions of Obligations of the Assignee................................................ 8

6.2 Conditions of Obligations of the Assignor................................................ 9

7. SURVIVAL OF REPRESENTATIONS AND WARRANTIES....................................................... 10

8. INDEMNIFICATION.................................................................................. 10

8.1 Indemnification by Assignor............................................................. 10

8.2 Indemnification by Assignee............................................................. 11

8.3 Indemnification Procedure............................................................... 11

9. EXPENSES......................................................................................... 12

9.1 Assignor's Expenses..................................................................... 12

9.2 Assignee's Expenses..................................................................... 12

10. MISCELLANEOUS.................................................................................... 12

10.1 Complete Agreement...................................................................... 12

10.2 Specific Performance.................................................................... 12

10.3 Copies.................................................................................. 13

10.4 Applicable Law and Jurisdiction......................................................... 13

10.5 Notices................................................................................. 13

10.6 Addresses............................................................................... 14

10.7 Further Assurances...................................................................... 14

10.8 Severability............................................................................ 14

10.9 Counterparts............................................................................ 14

10.10 Confidentiality......................................................................... 14

10.11 Successors and Assigns.................................................................. 14

10.12 Headings................................................................................ 15

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LIST OF ANNEXES

Annex A Assignor's Legal Status. Assignor's Bylaws.
Annex B Assignee's Legal Status. Assignee's Bylaws.
Annex C List of Clients and subscription of each Client.
Annex D Form of Services Agreement.
Annex E Form of Reseller and Management Agreement
Annex F Assumed Liabilities.
Annex G Certified copy of the Minutes of the Board of
Directors of the Assignor that approved this
Agreement.
Annex H Form of Written Contract
Annex I Deloitte & Touche Audit Report
Annex J Opinion of Counsel
Annex K Certified copy of the Minutes of the Board of
Directors of the Assignee that approved the
purchase of the Clients.
Annex L List of Banks and Credit Cards.
Annex M Guaranty of Assignor's Parent
Annex N Guaranty of Assignee's Parent

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EXHIBIT 10.20

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