<PAGE>

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

                              SERVICES AGREEMENT
                      DARCY MASIUS BENTON & BOWLES, INC.
                      & CAPITAL ONE FINANCIAL CORPORATION


     AGREEMENT dated as of April 1, 1999 by and between D'Arcy Masius Benton &
Bowles USA, Inc. (DMB&B or Agency), a wholly owned subsidiary of The MacManus
Group, Inc. (TMG), with offices located at 1675 Broadway, New York, New York
10019, and Capital One Financial Corporation (Client), with offices located at
2980 Fairview Park Drive, Falls Church, Virginia 22042.

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

                                       1
<PAGE>

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

                                       2
<PAGE>

          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 mark 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
          --------------------------

                                       3
<PAGE>

          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.

                                       4
<PAGE>

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

                                       5
<PAGE>

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

                                       6
<PAGE>

          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
                              2980 Fairview Park Drive
                              Falls Church, VA 22042
                              Attention: David Wurfel

          If to DMB&B:        D'Arcy Masius Benton & Bowles USA, Inc.

                                       7
<PAGE>

                              1675 Broadway
                              New York, NY 10019
                              Attention: John F.P. Farrell

                              And a copy to:
                              The MacManus Group, Inc.
                              1675 Broadway
                              New York, NY 10019
                              Attention: Craig D. Brown

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

                                       8
<PAGE>

          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 Masius Benton & Bowles USA, Inc.
And its operating companies



   /s/ William J. McDonald                 /s/ John F.P. Farrell
----------------------------------      ----------------------------------------
SVP Brand Management                    John F.P. Farrell


                                       9
<PAGE>

________________________________        ________________________________________
(Date)                                  (Date)

                                       10
<PAGE>

                                  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.

                                       11
<PAGE>

     -  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.

                                       12
<PAGE>

                                  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.

                                       13
<PAGE>

                                  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)   N.W. Ayer & 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)  Manning, Selvage & Lee, 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

                                       14
<PAGE>

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.

                                       15
<PAGE>

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 mark-up on production
         costs.

                                       16
<PAGE>

   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.

                                       17
<PAGE>

         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 bill 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.

                                       18
<PAGE>

    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.

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<PAGE>

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:

TBD

                                       20
<PAGE>

APPENDIX III
------------

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.


<TABLE>
<CAPTION>
Category (if applicable)        Billing Basis            Billing Date(s)                 Due Date(s)
-------------------------       -------------            ---------------                 -----------
<S>                             <C>                      <C>                             <C>
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
</TABLE>

                                       21
<PAGE>

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.

                                       22