Exhibit 10.15 -------------

Exhibit 10.15
-------------

SERVICES AGREEMENT
XXXXX XXXXXX XXXXXX & XXXXXX, INC.
& CAPITAL ONE FINANCIAL CORPORATION

AGREEMENT dated as of April 1, 1999 by and between D'Arcy Xxxxxx Xxxxxx &
Xxxxxx USA, Inc. (DMB&B or Agency), a wholly owned subsidiary of The MacManus
Group, Inc. (TMG), with offices located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx
00000, and Capital One Financial Corporation (Client), with offices located at
0000 Xxxxxxxx Xxxx Xxxxx, Xxxxx Xxxxxx, Xxxxxxxx 00000.

WHEREAS, Agency has been retained to provide services to Client on a non-
exclusive, worldwide basis; and

WHEREAS, the parties wish to enter into this Agreement setting forth the
terms of such relationship.

NOW, THEREFORE, the parties agree as follows:

1. SCOPE OF AGENCY SERVICES
------------------------

Agency will provide Client the basic services described on Schedule 1 to this
Agreement. It is understood that certain services hereunder may be provided by
other TMG operating companies specifically including without limitation, Clarion
Marketing & Communications, Inc., Blue Marble Advanced Communications, Inc.,
MediaVest Worldwide, Inc., and Bromley, Aguilar & Associates.

In addition to such basic services, Agency is prepared to provide a variety of
special services to Client through Agency's facilities or the facilities of
other companies within The MacManus Group organization, as further described
below. Compensation and other terms and conditions for such special services
will be agreed upon in advance by the parties per Appendix I. Such special
services may include but are not limited to items listed on Schedule 2 and/or
Appendix I to this Agreement.

It is further agreed that DMB&B and other TMG operating companies will be the
preferred/first choice advertising agency for the development of Global Brand
Advertising, Local Brand Advertising, and Local Recruitment Advertising by all
Capital One operating companies around the world, as defined in Appendix I.

2. TERM OF THIS AGREEMENT
----------------------

This Agreement shall be effective as of April 1, 1999, and shall continue
through March 31, 2000. This Agreement shall thereafter automatically renew for
successive periods of one year each, unless this Agreement is terminated under
Section 8 below.

3. AFFILIATED COMPANIES
--------------------

Client recognizes that Agency has available to it the integrated resources of
other affiliated companies within The MacManus Group organization, and that it
may use such affiliated companies in the completion of certain production
projects and for other services. A partial list of such affiliated companies is
set forth in Schedule 3 to this Agreement. Client agrees to the involvement of
such companies so long as their prices and quality, which are the basis of any
charge to Client, are approved in advance by Client.

In the event such affiliated companies are used by Client, it is understood that
such services are incremental to the basic services (defined in Appendix I)
under this Agreement, and that compensation for such services will be based on
the scope of the assignment and in accordance with the prevailing compensation
practices as established by that organization and mutually agreed by all the
parties.

Except as set forth herein or otherwise disclosed to Client, Agency will have no
financial interest in any supplier of media services or advertising materials
which will be the basis of any charge to Client. In addition, Agency will
immediately disclose its ownership interest, if any, in any literary or artistic
properties, or radio or television programming which are the basis of any charge
to Client.

4. AGENCY COMPENSATION
-------------------

Agency's compensation for the basic services described above will be as set
forth in Appendix I to this Agreement.

5. BILLING AND PAYMENT POLICY
--------------------------

Agency's invoices will be rendered and shall be payable in accordance with
Agency's billing and payment policy, which is described in Appendix III to this
Agreement. Agency reserves the right to change such billing and payment terms in
the case of a delinquency in Client's payments or other circumstances which
Agency reasonably believes may affect Client's ability to pay Agency's
compensation and costs as they become due, provided that in the event Agency
does so change the billing and payment terms, Client shall have the right to
terminate this agreement upon 30 days written notice to Agency given within 30
days following such change.

6. RATE AND OTHER ADJUSTMENTS
--------------------------

(1) Discounts
---------

The exact amount of each cash discount allowed to Agency by media and
suppliers for prompt payment will be allowed to Client provided
payment is made to Agency in accordance with the cash discount terms
stated on Agency's invoices and provided that there is no overdue
indebtedness owing by Client to Agency at the time of payment.

(2) Short Rates
-----------

If Agency purchases media space or time for Client in a medium having
a schedule of graduated rates, and Client uses less space or time than
contracted, Client agrees to pay Agency the difference, if any,
between the rate billed and the rate actually earned, in accordance
with such rate payments Agency may be obligated to make.

(3) Lower Rates Earned
------------------

If with respect to any such media purchases Client uses more space or
time than contracted, Agency shall refund any excess (plus
commissions, if any) Client may have paid in accordance with such
refunds made to Agency by media.

(4) Post Termination Rate Adjustments
---------------------------------

Upon termination of this Agreement, Agency will, after expiration of
the applicable termination notice period referred to below, receive
its share of commission, if any, on short-rate bills and will add back
its share of commission, if any, to refunds made by media by reason of
the earning of a lower rate.

7. INDEMNIFICATION
---------------

A. Client's Indemnity to Agency
----------------------------

Client shall be responsible for the accuracy, completeness and
propriety of information concerning its organization, products,
competitor's products and services which Client furnishes to Agency in
connection with the performance of this Agreement. Accordingly, Client
agrees to defend and indemnify Agency against any claim, damage, loss
or expense, including reasonable attorney's fees and costs, that
Agency may sustain as the result of any claim, suit or proceeding
brought or threatened against Agency (i) based on any advertising or
materials that Agency creates, produces or places for Client and which
Client approves before its publication, broadcast or distribution (but
excluding any claims covered by Agency's indemnity under paragraph
7.B. below); (ii) based on any information or materials supplied to
Agency by or through Client in connection with Agency's services
hereunder; (iii) arising out of the nature or use of Client's products
or services; or (iv) relating to risks which have been brought to
Client's attention by Agency where Client has elected to proceed.

Client also agrees to indemnify Agency against any loss Agency may
sustain resulting from any claim, suit or proceeding made or brought
against Agency for use of any Agency-produced commercials by Client's
representatives or by anyone else who obtained the materials from
Client when such claim, suit or proceeding arises out of Agency's
obligations under the applicable union codes or contracts relating to
the production of commercials.

B. Agency's Indemnity to Client
----------------------------

Agency shall defend and indemnify Client against any claim, damage,
loss or expense, including reasonable attorney's fees and costs Client
may sustain as the result of any claim, suit or proceeding brought or
threatened against Client arising out of advertising or materials
prepared by Agency hereunder and pertaining to libel, slander,
defamation, infringement of title, slogan, trademark, trade dress,
service xxxx or service name, copyright infringement, invasion of
privacy, piracy and/or plagiarism or misappropriation of ideas under
implied contract, except to the extent that such claims arise from
information or materials provided by or through Client.

C. Cooperation and Settlement
--------------------------

Upon the assertion of any claim or the commencement of any suit or
proceeding against an indemnitee by any third party that may give rise
to liability of an indemnitor hereunder, the indemnitee shall promptly
notify the indemnitor of the existence of such claim and shall give
the indemnitor reasonable opportunity to defend and/or settle the
claim at its own expense and with counsel of its own selection.
Indemnitee shall at all times have the right to participate fully in
such defense at its own expense, and the indemnitee shall not be
obligated, without its consent, to participate in any settlement which
it reasonably believes would have an adverse effect on its business.
The indemnitee shall make available to the indemnitor all books and
records relating to the claim, and the parties agree to render to each
other such assistance as may reasonably be requested in order to
insure a proper and adequate defense. An indemnitee shall not make any
settlement of any claims which might give rise to liability of an
indemnitor hereunder without the prior written consent of the
indemnitor.

D. Survival of Indemnity
---------------------

The provisions of this paragraph 7 shall survive the termination of
this Agreement.

E. Third Party Subpoenas
---------------------

In the event either party becomes subject to third party subpoenas for
documents or testimony in connection with any lawsuit or investigation
involving the other party's business or affairs, which lawsuit or
investigation is not otherwise covered by the indemnification
provisions above, such other party will be responsible for reimbursing
the first party's reasonable out of pocket costs incurred in complying
with such subpoenas, including its reasonable attorneys fees and
expenses.

8. TERMINATION
-----------

A. Term
----

Either party at its sole election may terminate this Agreement for any
reason without penalty upon not less than 90 days written notice, but
in no event may this Agreement be terminated by Client or Agency prior
to March 31, 2000.

Notwithstanding the foregoing, in the event either party is in breach
or default of any material term of this Agreement, and said breach or
default continues unremedied for a period of twenty (20) days after
such party's receipt of written notice from the other party specifying
the grounds of such breach or default, then in addition to all other
rights and remedies at law or in equity, the other party will have the
right to terminate this Agreement immediately upon written notice to
the breaching/defaulting party.

In addition, either party may terminate this Agreement immediately
upon written notice to the other party in the event such other party
(1) makes an assignment for the benefit of creditors; or (2) admits in
writing its inability to pay its debts as such debts come due; or (3)
makes any voluntary filing for bankruptcy protection; or (4) becomes
subject to any involuntary bankruptcy proceedings, which proceedings
are acquiesced to or not dismissed within thirty (30) days.

B. Responsibilities and Compensation through Termination
-----------------------------------------------------

Except as hereafter provided in this paragraph 8B., the rights, duties
and responsibilities of the parties shall continue throughout the
applicable termination notice period described in paragraph 8A. above,
including Agency's right to receive, as the case may be, (i) Agency's
fee compensation for each calendar month (or pro-rata portion thereof
for any partial calendar month) occurring during the first 60 days of
such notice period and thereafter on the basis of actual hours
rendered on Client's account and (ii) commission compensation for
advertisements in any print media whose closing dates fall within such
notice period, and in any TV, radio, internet or other broadcast media
whose date of broadcast or transmission falls within such notice
period.

In any case, promptly following its receipt of notice of termination
from Client, Agency will work with Client to wind down and transition
the servicing of Client's account. In connection therewith, Agency
will begin to make appropriate reductions in staffing provided that
Client will not be charged for the time of Agency staff incurred on
behalf of any other Client of Agency. Accordingly, while Agency will
continue to render such services as reasonably directed by Client,
Client recognizes that during the applicable termination notice period
the level of services to Client's account is likely to be reduced from
the level of services theretofore provided under this Agreement.

C. Non-Cancelable Contracts; Talent Contracts
------------------------------------------

Any non-cancelable contract or commitment made on Client's
authorization, and still existing at the expiration of this Agreement,
shall be carried to completion by Agency and paid for by Client unless
mutually agreed in writing to the contrary, in accordance with the
provisions of this Agreement. Any materials or services Agency has
committed to purchase for Client (or any uncompleted work previously
approved by Client either specifically or as part of a plan) shall be
paid for by Client and Agency shall receive applicable compensation.

Any contract Agency has entered into with talent to perform in
Client's advertising shall, simultaneously on the effective date of
such termination, be automatically assigned to Client and Client shall
assume all of the rights and obligations under the contract and Agency
shall be relieved of any further responsibility or liability. Client
shall indemnify Agency against any expense or loss that Agency may
incur as a result of a claim by talent or a third party arising after
the assignment of the contract.

D. Transfer and Ownership
----------------------

Upon the termination of this Agreement, Agency shall return, transfer,
assign and make available to Client, or its representative, all
property and materials in Agency's possession or control provided to
Agency by Client. Also upon termination of this Agreement, Agency
shall transfer, assign and make available to Client, or its

representative, all property and materials in Agency's possession or
control created by Agency for Client, provided that Client has paid
for such property and materials.

Agency will also cooperate in transferring, with approval of third
parties in interest, all reservations, contracts and arrangements with
advertising media or others for advertising time or space or materials
yet to be used, and all related rights and claims, upon being duly
released from such obligations.

As between Client and Agency, Client shall own all rights including,
without limitation, all intellectual property rights, to any
advertising or materials which are produced for Client by Agency prior
to the effective termination of this Agreement. In this regard, Agency
shall proceed promptly upon Client's approval to complete production
of any such materials during the applicable termination notice period.
Agency agrees to take all steps and to execute such documents as may
be requested by Client from time to time, and at Client's expense to
protect or record Client's interests in such materials.

Agency agrees that Client shall retain all right, title and interest
in and to its intellectual property, including, without limitation,
its copyrightable material, trademarks, service marks and trade dress,
and that all use of such intellectual property shall inure to the
benefit of the Client.

As soon as the same is agreed upon by Agency and Client, an incentive
compensation arrangement for Agency will be added to this Agreement as
Appendix 1.

If this Agreement is terminated by either party, all references to
incentive compensation arrangements in Appendix 1 will be prorated by
the percentage of the applicable term of the Agreement elapsed at that
time.

9. GENERAL PROVISIONS
------------------

A. Protection of Client's Property
-------------------------------

Agency shall take the utmost care and appropriate precautions to
safeguard Client's property and information entrusted to Agency's
custody or control.

B. Right to Modify Plans
---------------------

Client reserves the right to modify, reject, cancel or stop any and
all plans, schedules, or work in process. In such event Agency shall
immediately take proper steps to carry out Client's instructions. In
turn, Client agrees to assume Agency's liability for all authorized
commitments; to reimburse Agency for all expenses incurred; to pay
Agency any related service charges in accordance with the provisions
of this Agreement; and to indemnify Agency for all claims and actions
by third parties for damages and expenses that result from carrying
out Client's instructions.

C. Failure of Media and Suppliers
------------------------------

Agency shall endeavor to guard against any loss to Client as the
result of the failure of media or suppliers to properly execute their
commitments; but Agency will not be responsible for their failure.

D. Agent for Disclosed Principal; Media Purchases
----------------------------------------------

Agency shall act as Client's agent with regard to the purchase of
materials and production services hereunder, excluding the purchase of
media time or space. All media will be purchased by Agency as
principal.

E. Services to Client's Designees
------------------------------

Should Client request Agency to make purchases for or render services
to third parties (such as representatives and distributors), Client
and the third party shall be jointly and severally liable to Agency
even though Agency may render invoices to, or in the name of, the
third party.

F. Dealings With Third Parties
---------------------------

Agency will contract, as agent for Client, for third-party purchases
necessary for the preparation and production of Client's advertising
and promotion work only in the event Agency does not have the
personnel and/or facilities to perform such services and only upon the
prior approval of Client. Such service costs shall be clearly
identified on Agency estimate sheets and billing statements. Unless
authorization is obtained from Client, Agency shall not contract with
any third party.

G. Access
------

Agency's records specifically pertaining to the services provided
hereunder and rebilled to Client (excluding agency payroll and
administrative records) shall be available to inspection by Client's
authorized representative during normal business hours at those
locations where they are regularly maintained, following reasonable
advance written notice to Agency.

H. Notice
------

All notices which either party is required or may desire to give the
other party hereunder shall be sufficiently given if delivered in
person or sent by registered or certified mail, or by prepaid
overnight courier, addressed as follows:

If to Capital One:
Capital One Financial Corporation
0000 Xxxxxxxx Xxxx Xxxxx
Xxxxx Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxx

If to DMB&B: D'Arcy Xxxxxx Xxxxxx & Xxxxxx USA, Inc.

0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X.X. Xxxxxxx

And a copy to:
The MacManus Group, Inc.
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxx

Or to such other address as shall be furnished in writing by any such
party and such notice shall be deemed to have been given when
delivered by hand or courier, or three days after being mailed.

I. Entire Agreement
----------------

This Agreement constitutes the entire agreement with respect to the
subject matter hereof, and may only be modified or amended in writing
signed by the party to be charged.

J. Confidentiality
---------------

See Appendix IV, hereby incorporated in this Agreement by this
reference. It is Agency's responsibility to ensure that all of its
affiliates doing work hereunder are made aware of Appendix IV.

K. International Advertising
-------------------------

It is the intent of both parties that the terms and understandings of
this Agreement apply to the relationship existing between the parties
in all countries throughout the world, subject to local law, custom
and practices; and that both parties agree to incorporate these
understandings to the extent possible and appropriate into individual,
local country agreements as and where required by law. It is also
agreed that this Agreement supercedes all prior agreements between the
parties; and that this Agreement takes preeminence in the event of a
dispute between local, non-U.S. practices and/or agreements.

L. Insurance
---------

Agency, at its own cost and expense, during the term of this
Agreement, will continuously maintain in force a standard advertising
liability policy (the "Policy") that provides coverage for Agency and
Client in a minimum amount of ten million ($10,000,000) dollars with a
deductible of not more than $5,000,000, for any loss resulting from
the conduct of Agency or from the creation or publication of
advertising pursuant to this Agreement.

M. Compliance with Laws Relating to Employers
------------------------------------------

Agency will comply, during this Agreement and at Agency's own expense,
with all applicable federal, state and local laws, rules and
regulations governing the preparation and publication of advertising
and with all applicable provisions of the Workers' Compensations laws,
Unemployment Compensation laws, the Federal Social Security Law, the
Fair Labor Standard Act, and all other federal, state and local laws
and regulations which may be applicable to Agency as employer.

N. Severability
------------

Whenever possible, each provision of this Agreement will be
interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be
deemed restated to reflect the original intentions of the parties as
nearly as possible in accordance with applicable law, and, if capable
of substantial performance, the remaining provisions of this Agreement
shall be enforced as if this Agreement was entered into without the
invalid provision.

O. Captions
--------

The captions used in this Agreement are for convenience and reference
only and do not constitute a part of this Agreement and will not be
deemed to limit, characterize or in any way affect any provision of
the Agreement, and all provisions of this Agreement will be enforced
and construed as if no caption had been used in this Agreement.

P. Attorney's Fees
---------------

In the event that any action or proceeding is brought in connection
with this Agreement, the prevailing party shall be entitled to recover
its costs and reasonable attorney's fees.

Q. Applicable Law; Jurisdiction
----------------------------

This Agreement shall be governed in accordance with the laws of the
State of New York applicable to contracts made and performed entirely
in that state. Each party submits to the exclusive jurisdiction of
the federal and state courts located in the State of New York with
respect to any action or proceeding relating to this Agreement.

Accepted for: Accepted for:
Capital One Financial Corporation D'Arcy Xxxxxx Xxxxxx & Xxxxxx USA, Inc.
And its operating companies

/s/ Xxxxxxx X. XxXxxxxx /s/ Xxxx X.X. Xxxxxxx
---------------------------------- ----------------------------------------
SVP Brand Management Xxxx X.X. Xxxxxxx

________________________________ ________________________________________
(Date) (Date)

SCHEDULE 1

SCOPE OF SERVICES
-----------------

Overall
-------

. DMB&B and other TMG operating companies will be the preferred/first choice
advertising and communications agency for those activities assigned to them
and will provide all of the services customarily performed by a full
service global advertising and communications agency as needed and
appropriate under the circumstances and compensation level, for such
designated products and services as may be assigned to it from time to time
and for which the Agency is compensated by Client. Agency will also assist
to Client in the formulation of marketing plans, including advertising
concepts.

Account Service
---------------

. All time spent by the account group, like:
- Provision of general advertising and marketing consultation, including
reasonable familiarization and constant updating of business, product
performance and distribution.
- Briefing, progress and presentation of advertising plans and concepts.
- Day-to-day liaison, contact reports, status reports, timetables,
estimates, advertising budget control.
- Liaison with and supervision of outside suppliers (PR, direct marketing,
promotion agencies, etc.)
- Management of the execution of approved advertising concepts and the
distribution of such advertisements to the media.

Account Planning
----------------

. All time spent by the planner, like:
- Analysis of marketing and advertising research data.
- Desk research on competitive advertising data (but not cost of
subscribing to this data).
- Competitive monitoring, media and creative.
- Development of advertising strategies (with Account Service).
- Design, commissioning and supervision of local research.
- Provision of information on local market developments in new product
launches, marketing and advertising issues.

Creative
--------

. All time spent by the creative department, like:
- Development of all international/regional and local communication
concepts and associated materials, including copy and layouts.
- Adaptation of international creative work into local material for all
markets as appropriate for all media.

- Creative input on extensions of the international concept, when
required, into trade communication below the line material, promotions,
p.o.s. material, etc. to ensure consistency with main advertising
message. (Execution of these specific materials is not included in this
Agreement.)
- Liaison and comments on all below-the-line work which needs to be
produced by outside suppliers, to ensure consistency with main
advertising messages.

. Creative development test and analysis of research results.

Media
-----

. All time spent by the media department, like:

- Planning and preparation of all media, including overall strategy
estimated costs, media selection, spaces, spot lengths, timing,
circulation, viewership details and schedules performance.

Production/Traffic
------------------

. All time spent by Production/Traffic department, like:
- Obtaining government, broadcast, legal approvals.
- Progress and control of international adaptation work and preparation of
production materials for local use.
- Progress and control of creative development, origination and production
of locally prepared ads.
- Negotiation, purchase and supervision of photography, art and mechanical
work for print and broadcast.
- Preparation of production estimates per Client approval and maintaining
records of all costs.

SCHEDULE 2

LIST OF SPECIAL SERVICES
------------------------

In addition to the Basic Services listed in Schedule 1, Agency is prepared to
provide a variety of special services to Client through Agency's own facilities
or those of other companies within TMG's organization. Compensation and other
material terms and conditions for these special services will be as described in
Appendix I. Such services may include without limitation:

A. Creation and/or production of sales, promotional and collateral materials
such as point-of-sale materials, leaflets, inserts, catalogues, brochures
and other similar material.

B. Direct marketing services, including the creation and production of direct
mail and direct response advertising, and the placement, insertion or
distribution of those materials.

C. Public relation services, including the preparation of publicity releases,
employee publications, news films, speeches, seminars, radio scripts, and
television programs.

D. Staging and conducting sales and other company meetings and designing and
preparing exhibits for trade and industry shows.

E. Designs of labels and packaging.

F. New product concept and development work; line extensions.

G. Creation, production and placement of yellow pages advertisements.

H. Recruitment advertising.

I. Interactive and electronic (on-line) media.

SCHEDULE 3

LIST OF AFFILIATES

The following is a partial listing of companies that are subsidiaries,
affiliates, or operational divisions or departments of The MacManus Group, Inc.,
and may be used as a subcontractor for certain materials and services:

(i) Advista - multimedia advertising and marketing software

(ii) Dialogue Works - direct marketing

(iii) Ayer PR - public relations

(iv) Blue Marble Advanced Communications, Inc. - interactive and
electronic marketing

(v) Bromley, Aguilar & Associates - Hispanic advertising

(vi) Clarion - direct marketing, collateral, promotion and event
marketing

(vii) X.X. Xxxx & Partners - full service advertising agency

(viii) DMB&B Yellow Pages - for placement of Yellow Page advertising and
listings

(ix) DMB&B Interactive - interactive marketing

(x) Highway One - full service advertising agency

(xi) Intergroup Marketing & Promotion, Inc. - promotion and business
communication services

(xii) Internal stat department - provide stats

(xiii) Xxxxxxx, Selvage & Xxx, Inc. - publicity and public relations

(xiv) MediaVest (including TeleVest) - media planning and purchasing,
network, syndication, cable buying

(xv) Medicus Group International, Inc. - health care advertising

(xvi) Plugged In Studios - art studio, audio-visual studio

(xvii) Sounds & Images - audio visual

(xviii) Talent Payment Service, Inc. - coordination of payments to
performing talent

Where used as a subcontractor, partner, or on a direct basis it is understood
that such services, unless specified in this agreement to the contrary, are
incremental to the general agency agreement and that compensation for such
services will be based on the scope of the assignment and in accordance with the
prevailing compensation practices as established by that organization and
mutually agreed by all parties.

Except for the preceding, Agency has no financial interest in, nor is it the
subject of any financial interest of, any supplier of media services or
advertising materials which will be the basis of a charge to Client.

No officer, director, or employee of any supplier (which is not a subsidiary or
affiliated company of Agency) of media services or advertising materials which
is the basis of a charge to Client, has any financial interest in its Agency.

Agency will immediately disclose its ownership interest, if any, in any literary
or artistic properties, or radio or television programming which are the basis
of any charge to Client.

APPENDIX I
Agency Compensation

A. DESCRIPTION

The Agency will be compensated via a combination of fees and commissions as
described below.

B. CLASSIFICATIONS

All TMG services provided to Capital One will be classified into one of the
following classifications for purposes of agency compensation:

1. Core Brand Strategic Services
2. Advertising & Communications Services
3. Marketing & Communications Services
4. Media Services
5. Interactive Services
6. Hispanic Services
7. United Kingdom Marketing & Communications Services
8. Public Relations

C. DEFINITIONS

1. Core Brand Strategic Services
. Senior, multi-disciplined consulting resources to partner with senior
Capital One executives.
. Strategic brand consulting, development and review of marketing
strategies across all consumer disciplines.
. A component of the base fee.

2. Advertising & Communications Services
. Centered in New York (Credit cards/ Cross sell/ New business) and St.
Louis (Telecommunications/New business).
. All inclusive fee, including production services. Levels of dedicated
resource and resultant ability to handle volumes of work differentiate
limited scope and full services proposals.
. Strategic work, planning and analysis, concept development and creative
supervision and execution for North America.
. A component of the base fee.

3. Marketing & Communications Services
. Retained service resource within Clarion (Direct Marketing) and Highway
One (Youth Marketing).
. Strategic planning and conceptual project development included in
retainer.
. A component of the base fee.
. Project execution outside of base core fee will be compensated on a
project fee basis.
. Production services compensated by commission xxxx-up on production
costs.

4. Media Services
. Centered in New York ( MediaVest) and established as a dedicated full
time resource.
. Media planning and analysis compensated as a component of the base
fee.
. Media buying compensated by commission on gross media spending.

5. Interactive Services
. Led by Blue Marble.
. Fee for consulting on all aspects of interactive marketing - strategy
, media, concept development, sponsorship opportunities, etc.
. Execution/production services to be charged separately on a project by
project basis.

6. Hispanic Services
. Led by Bromley & Associates.
. Full service, integrated Hispanic marketing team.
. Specific scope of services and fee to be separately documented and
agreed.

7. United Kingdom Marketing & Communications Services
. Led by IMP London (supported by all specialists' disciplines within the
DMB&B UK Group).
. Specific scope of services and fee to be separately documented and
agreed.

8. Public Relations
. Led by MS&L.
. Project based remuneration.
. Specific scope of services and fee to be separately documented
agreed.

D. COMPENSATION Beginning May 1, 1999

1. Base Fee
. $7,697,000 per calendar year - calculated in accordance with Appendix
II.
. Invoiced in twelve (12) equal monthly installments beginning May 1,
1999.
. Fee to cover the following services provided in North America only:
- Core Brand Strategic Services
- Advertising & Communications Services
- Marketing & Communication Services
- Media Services

. Eight months after the date of this Agreement or four months before
the end of the current contract year and on the anniversary of same
thereafter, Agency will propose an estimated fee for the next account
year, according to the following formula:

a. Agency will estimate the amount of Agency direct staffing to be
expended in the next year in servicing Client's account based
upon Agency's past history of service to Client and upon review
of the upcoming advertising and marketing plans and programs
contemplated or approved by Client. In order to estimate the
staffing to be expended, Agency will provide a break down by
direct staffing person, time and total cost to be allocated to
Client's account.

b. The proposed next year's fee is subject to Client's written
approval. In the event a fee is not agreed upon prior to the
beginning of the applicable date, a constructive fee in the amount
of 1/12 of the prior year's fee will be due the first month of such
year and each succeeding month, with retroactive adjustment when
the negotiated fee is finalized.

2. Project fees
. Specific scope of services and fee to be separately documented and
agreed, including:
- Interactive Services
- Hispanic Services
- United Kingdom Marketing & Communications Services
- Public Relations

. Invoiced in equal monthly installments until project completion.

. If Client asks Agency to begin work on project and later cancels
project, Client agrees to cover Agency labor costs incurred to
cancellation, as well as those costs required to wind-down work.
Additionally, Client will reimburse Agency for all expended out-of-
pocket costs associated with the project.

3. Media Commissions
. Network Television - 1.50% of net
. Network Radio - 1.75% of net
. Syndication/Cable - 2.00% of net
. Spot Television - 4.00% of net
. Spot Radio - 4.00% of net
. Out of Home - 5.00% of net
. Print - Newspaper and Trade - 2.50% of net
. Print - Consumer Magazines - 1.50% of net
. Direct Response Media - 5.00% of net

3. Production Commissions -- billed net

4. Incentive Compensation - See Appendix V (TBD)

E. BILLABLE THIRD PARTY COSTS

1. All third party costs are billable and managed accordingly by Agency.

. Agency will xxxx Client at Agency's cost (without markup or profit)
for reasonable expenditures incurred for artwork, engraving,
electrotyping, typography, translations and all other materials
involved in the mechanical production of advertising, radio and
television production and all their associated costs, talent, music,
photographs, testimonials and all other advertising adjuncts,
including expenditures in connection with acquiring authorization for
the use of the names or photographs of individuals.
. Comprehensive layouts and typesetting required by Client, finished
art, mechanical past-ups and tightly rendered storyboards shall be
approved by Client in advance and shall be billed to Client at
Agency's cost (without markup or profit). Notwithstanding the
foregoing, Agency shall not charge Client for rough/concept layouts
except for those specific third-party charges which Client shall have
approved in advance.

2. Additional Considerations

. Production jobs estimated on a "Quote Basis" with a 10% contingency
arrangement Agency will not exceed estimated costs by more than 10%
without Client's written approval. Production costs for local
adaptations

a. Production costs for local adaptations of global work (including
translations, dubs, chromalins, talent, etc.) will be invoiced at
net cost to the Client locally.

. Billable travel
a. On creative production jobs, limited to three persons.
b. On research jobs, limited to one person.
c. Travel guidelines reasonably consistent with Client staff travel
policies - see Appendix VI. Agency will be responsible for ensuring
that all Agency affiliates servicing Client's account are aware of
Client's travel guidelines.

F. BILLING AND PAYMENT PROTOCOLS

1. See Appendix III

G. REPORTS

1. From time to time Client may request Agency to participate in , and Agency
will use its best efforts to participate in, a periodic Agency
performance evaluation with respect to (1) Agency's servicing of Client's
account, (2) Agency's economics in servicing Client's account, (3) the
working relationship between Agency and Client, and (4) the
implementation of this Agreement.

2. Within sixty (60) days after the end of the first one hundred and eighty
(180) days of operating under this Agreement, within sixty (60) days
after the end of each thereafter and promptly upon termination of this
Agreement, Agency will provide Client with a written monitoring report
setting forth the status of projects commenced, under preparation and
concluded, and Agency's direct staffing time devoted to Client's account.
Agency represents to Client that Agency collects actual direct staffing
time from its staff on a weekly basis.

3. At any reasonable time during the life of this Agreement and for one year
thereafter, and upon reasonable prior notice to Agency, Client may
examine and make reasonable copies of Agency's files and records
pertaining to Client's advertising ( not including individual
compensation information). The agency will provide Capital One with a
certification issued by the Agency's independent auditing firm at Capital
One's expense (not to exceed $10,000), verifying the accuracy of the
OverHead rate.

APPENDIX II
-----------

Capital One Fee Schedule: May 1999 - April 2000
-----------------------------------------------

Base/Core Fee:

May: $ 641,500
June: $ 641,500
July: $ 641,500
August: $ 641,500
September: $ 641,500
October: $ 641,500
November: $ 641,500
December: $ 641,500
January $ 641,500
February $ 641,500
March $ 641,500
April $ 641,500

Total for Contract Period: $7,698,000

Incremental Fees:

The following formulas will be followed for calculating fees that are
incremental to the Base/Core Fee:

For retainer work: Cost of staff plus 132% OverHead (includng benefits) plus
20% profit margin
For project work: Cost of staff plus 144% OverHead (including benefits) plus
20% profit margin

Incentive Compensation:

XXX

XXXXXXXX XXX
------------

U.S. Billing/Payment Policy:
----------------------------
(All other country billing/payment practices per local custom and practice)

A. TMG billing and payment policy is intended to provide for receipt of Client
monies in sufficient time for the agency to pay third parties in accordance
with their payment terms.

Category (if applicable) Billing Basis Billing Date(s) Due Date(s)
------------------------- ------------- --------------- -----------

1. Network and Spot Contracted Schedule 25/th/ of month 24/th/ of following month
Radio-Television

2. Magazines Contracted Schedule 25/th/ of prior month 15/th/ of following month
of insertion

3. Newspaper Contracted Schedule 25/th/ of month 15/th/ of following month

4. Out-of-home Contracted Schedule 25/th/ of month 15/th/ of following month

5. All Other Media Contracted Schedule 25/th/ of month 15/th/ of following month

6. Advertising Production:

a. Pre-Funding 100% pre-billed Beg of month 15 days following

b. Talent Residuals Progress Billing 25/th/ of month 15/th/ of following month

c. Research 100% of Quote 25/th/ of month 15/th/ of following month

Exceptions and/or additions, if any, approved by Capital One will be as separately agreed.

7. Local Adaptation of Global Progress Billing 25/th/ of month 15/th/ of following month
Advertising Production

8. Advertising Service Fee Appendix II 1st of month 10 days following

9. Other Service Fees As agreed per project 25/th/ of month 15/th/ of following month

B. TMG reserves the right to charge interest at the rate of 5% per annum on
any monies owing more than 30 days from the invoice date, or to change its
billing and payment terms in the case of delinquency in Client payments to
TMG or other circumstances which TMG reasonably believes may affect
Client's ability to pay TMG compensation and costs as they become due,
including direct payment by Client to third parties, at TMG's discretion.

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