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                                                                    EXHIBIT 10.4

                                                                  EXECUTION COPY

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                            ADMINISTRATION AGREEMENT


                                      among

                CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2003-1,
                                   as Issuer,



                         CAPITAL ONE AUTO FINANCE, INC.,
                                as Administrator

                                       and



                              JP MORGAN CHASE BANK,
                              as Indenture Trustee

                           Dated as of March 27, 2003


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                                TABLE OF CONTENTS

<TABLE>
                                                                                   Page
<S>                                                                                <C>
1.   Duties of the Administrator .............................................        1

2.   Records .................................................................        3

3.   Compensation; Payment of Fees and Expenses ..............................        3

4.   Independence of the Administrator .......................................        3

5.   No Joint Venture ........................................................        3

6.   Other Activities of the Administrator ...................................        3

7.   Representations and Warranties of the Administrator .....................        3

8.   Administrator Termination Events; Termination of the Administrator ......        4

9.   Action upon Termination or Removal ......................................        6

10.  Liens ..................................................................         6

11.  Notices ................................................................         6

13.  Governing Law; Submission to Jurisdiction ..............................         8

14.  Headings ...............................................................         9

15.  Counterparts ...........................................................         9

16.  Severability of Provisions .............................................         9

17.  Not Applicable to COAF in Other Capacities .............................         9

18.  Benefits of the Administration Agreement ...............................        10

19.  Assignment .............................................................        10
</TABLE>

                                       -i-

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         THIS ADMINISTRATION AGREEMENT (this "Agreement") dated as of March 27,
2003, is between Capital One prime Auto receivables Trust 2003-1, a Delaware
statutory trust (the "Issuer"), Capital One Auto Finance, Inc., a Texas
corporation, as administrator ("COAF" or the "Administrator"), and JPMorgan
Chase Bank, a national banking association, as indenture trustee (the "Indenture
Trustee"). Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned such terms in Appendix A to the Sale and Servicing
Agreement dated as of March 27, 2003 (the "Sale and Servicing Agreement") by and
among Capital One Auto Receivables, LLC, as seller, the Issuer, the
Administrator, as servicer, and the Indenture Trustee.

                              W I T N E S S E T H :

         WHEREAS, the Issuer has issued the Notes pursuant to the Indenture and
the Certificate pursuant to the Trust Agreement and has entered into certain
agreements in connection therewith, including, (i) the Sale and Servicing
Agreement, (ii) the Indenture, (iii) the Note Depository Agreement, (iv) the
Limited Guaranty and (v) the Trust Agreement (each of the agreements referred to
in clauses (i) through (v) are referred to herein collectively as the "Issuer
Documents");

         WHEREAS, to secure payment of the Notes, the Issuer has pledged the
Collateral to the Indenture Trustee pursuant to the Indenture;

         WHEREAS, pursuant to the Issuer Documents, the Issuer and the Owner
Trustee are required to perform certain duties;

         WHEREAS, the Issuer and the Owner Trustee desire to have the
Administrator perform certain of the duties of the Issuer and the Owner Trustee
(in its capacity as Owner Trustee), and to provide such additional services
consistent with this Agreement and the Issuer Documents as the Issuer may from
time to time request;

         WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer and the
Owner Trustee on the terms set forth herein;

         NOW, THEREFORE, in consideration of the mutual terms and covenants
contained herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:

         1.   Duties of the Administrator.

              (a)   Duties with Respect to the Issuer Documents. The
         Administrator shall perform all of its duties as Administrator under
         this Agreement and the Issuer Documents and the duties and obligations
         of the Issuer and the Owner Trustee (in its capacity as owner trustee)
         under the Issuer Documents; provided, however, except as otherwise
         provided in the Issuer Documents, that the Administrator shall have no
         obligation to make any payment required to be made by the Issuer under
         any Issuer Document. In addition, the Administrator shall consult with
         the Issuer and the Owner Trustee regarding its duties and obligations
         under the Issuer Documents. The Administrator shall monitor

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         the performance of the Issuer and the Owner Trustee and shall advise
         the Issuer and the Owner Trustee when action is necessary to comply
         with the Issuer's and the Owner Trustee's duties and obligations under
         the Issuer Documents. The Administrator shall perform such
         calculations, and shall prepare for execution by the Issuer or shall
         cause the preparation by other appropriate persons of all such
         documents, reports, filings, instruments, certificates and opinions as
         it shall be the duty of the Issuer and the Owner Trustee (in its
         capacity as owner trustee) to prepare, file or deliver pursuant to the
         Issuer Documents. In furtherance of the foregoing, the Administrator
         shall take all appropriate action that is the duty of the Issuer and
         the Owner Trustee (in its capacity as owner trustee) to take pursuant
         to the Issuer Documents, and shall prepare and execute on behalf of the
         Issuer all such documents, reports, filings, instruments, certificates
         and opinions as it shall be the duty of the Issuer to prepare, file or
         deliver pursuant to the Issuer Documents or otherwise by law.

              (b)   Notwithstanding anything to the contrary in the Agreement,
         the Administrator shall not be obligated to, and shall not, take any
         action that the Issuer directs the Administrator not to take nor which
         would result in a violation or breach of the Issuer's covenants,
         agreements or obligations under any of the Issuer Documents.

              (c)   Non-Ministerial Matters; Exceptions to Administrator Duties.

                    (i)   Notwithstanding anything to the contrary in this
              Agreement, with respect to matters that in the reasonable judgment
              of the Administrator are non-ministerial, the Administrator shall
              not take any action unless, within a reasonable time before the
              taking of such action, the Administrator shall have notified the
              Issuer of the proposed action and the Issuer shall not have
              withheld consent or provided an alternative direction. For the
              purpose of the preceding sentence, "non-ministerial matters" shall
              include, without limitation:

                    (A)   the initiation of any claim or lawsuit by the Issuer
              and the compromise of any action, claim or lawsuit brought by or
              against the Issuer;

                    (B)   the appointment of successor Note Registrars,
              successor Paying Agents, successor Indenture Trustees, successor
              Administrators or successor Servicers, or the consent to the
              assignment by the Note Registrar, Paying Agent or Indenture
              Trustee of its obligations under the Indenture; and

                    (C)   the removal of the Indenture Trustee.

                    (ii)  Notwithstanding anything to the contrary in this
              Agreement, the Administrator shall not be obligated to, and shall
              not, (x) make any payments to the Noteholders under the
              Transaction Documents, (y) except as provided in the Transaction
              Documents, sell the Trust Estate or (z) take any other action that
              the Issuer or the Issuer directs the Administrator not to take on
              its behalf.

         2.   Records. The Administrator shall maintain appropriate books of
account and records relating to services performed hereunder, which books of
account and records shall be

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accessible for inspection by the Issuer, the Seller and the Indenture Trustee at
any time during normal business hours.

       3.   Compensation; Payment of Fees and Expenses. As compensation for the
performance of the Administrator's obligations under this Agreement and as
reimbursement for its expenses related thereto, the Administrator shall be
entitled to receive $2,500 annually which shall be solely an obligation of the
Servicer. The Administrator shall pay all expenses incurred by it in connection
with its activities hereunder.

       4.   Independence of the Administrator. For all purposes of this
Agreement, the Administrator shall be an independent contractor and shall not be
subject to the supervision of the Issuer with respect to the manner in which it
accomplishes the performance of its obligations hereunder. Unless expressly
authorized by the Issuer, the Administrator shall have no authority to act for
or to represent the Issuer in any way (other than as permitted hereunder) and
shall not otherwise be deemed an agent of the Issuer.

       5.   No Joint Venture. Nothing contained in this Agreement (i) shall
constitute the Administrator and the Issuer as members of any partnership, joint
venture, association, syndicate, unincorporated business or other separate
entity, (ii) shall be construed to impose any liability as such on any of them
or (iii) shall be deemed to confer on any of them any express, implied or
apparent authority to incur any obligation or liability on behalf of the others.

       6.   Other Activities of the Administrator. Nothing herein shall prevent
the Administrator or its Affiliates from engaging in other businesses or, in its
sole discretion, from acting in a similar capacity as an Administrator for any
other Person even though such Person may engage in business activities similar
to those of the Issuer, the Owner Trustee or the Indenture Trustee.

       7.   Representations and Warranties of the Administrator. The
Administrator represents and warrants to the Issuer, the Owner Trustee and the
Indenture Trustee as follows:

            (a)   Existence and Power. The Administrator is a corporation
       validly existing and in good standing under the laws of its state of
       organization and has, in all material respects, full power and authority
       to own its assets and operate its business as presently owned or
       operated, and to execute, deliver and perform its obligations under the
       Transaction Documents to which it is a party or affect the enforceability
       or collectibility of the Receivables or any other part of the Collateral.
       The Administrator has obtained all necessary licenses and approvals in
       each jurisdiction where the failure to do so would materially and
       adversely affect the ability of the Administrator to perform its
       obligations under the Transaction Documents or affect the enforceability
       or collectibility of the Receivables or any other part of the Collateral.

            (b)   Authorization and No Contravention. The execution, delivery
       and performance by the Administrator of the Transaction Documents to
       which it is a party have been duly authorized by all necessary action on
       the part of the Administrator and do not contravene or constitute a
       default under (i) any applicable law, rule or regulation, (ii) its
       organizational documents or (iii) any material indenture or material
       agreement or

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         instrument to which the Administrator is a party by which its
         properties are bound (other than violations of such laws, rules,
         regulations, indentures or agreements which do not affect the legality,
         validity or enforceability of any of such agreements and which,
         individually or in the aggregate, would not materially and adversely
         affect the transactions contemplated by, or the Administrator's ability
         to perform its obligations under, the Transaction Documents)

              (c)   No Consent Required. No approval or authorization by, or
         filing with, any Governmental Authority is required in connection with
         the execution, delivery and performance by the Administrator of any
         Transaction Document other than (i) UCC filings, (ii) approvals and
         authorizations that have previously been obtained and filings that have
         previously been made and (iii) approval, authorizations or filings
         which, if not obtained or made, would not have a material adverse
         effect on the enforceability or collectibility of the Receivables or
         any other part of the Collateral or would materially and adversely
         affect the ability of the Administrator to perform its obligations
         under the Transaction Documents.

              (d)   Binding Effect. Each Transaction Document to which the
         Administrator is a party constitutes the legal, valid and binding
         obligation of the Administrator enforceable against the Administrator
         in accordance with its terms, except as such enforceability may be
         limited by applicable bankruptcy, insolvency, reorganization,
         moratorium, receivership, conservatorship or other similar laws
         affecting the enforcement of creditors' rights generally and, if
         applicable, the rights of creditors of limited liability companies from
         time to time in effect or by general principles of equity.

         8.   Administrator Termination Events; Termination of the
         Administrator.

              (a)   Subject to clauses (d) and (e) below, the Administrator may
         resign its duties hereunder by providing the Issuer with at least sixty
         (60) days' prior written notice.

              (b)   Subject to clauses (d) and (e) below, the Issuer may remove
         the Administrator without cause by providing the Administrator with at
         least sixty (60) days' prior written notice.

              (c)   The occurrence of any one of the following events (each, an
         "Administrator Termination Event") shall also entitle the Issuer,
         subject to Section 19 hereof, to terminate and replace the
         Administrator:

                    (i)   any failure by the Administrator to deliver or cause
              to be delivered any required payment to the Indenture Trustee for
              distribution to the Noteholders, which failure continues
              unremedied for five business days after discovery thereof by a
              Responsible Officer of the Administrator or receipt by the
              Administrator of written notice thereof from the Indenture Trustee
              or Noteholders evidencing at least a 25% of Outstanding Notes,
              voting together as a single class;

                    (ii)  any failure by the Administrator to duly observe or
              perform in any material respect any other of its covenants or
              agreements in this Agreement, which failure materially and
              adversely affects the rights of the Issuer or the

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              Noteholders, and which continues unremedied for 90 days after
              discovery thereof by a Responsible Officer of the Administrator or
              receipt by the Administrator of written notice thereof from the
              Indenture Trustee or Noteholders evidencing at least 25% of
              Outstanding Notes, voting together as a single class;

                    (iii)  any representation or warranty of the Administrator
              made in any Transaction Document to which the Administrator is a
              party or by which it is bound or any certificate delivered
              pursuant to this Agreement proves to have been incorrect in any
              material respect when made, which failure materially and adversely
              affects the rights of the Issuer or the Noteholders, and which
              failure continues unremedied for 30 days after discovery thereof
              by a Responsible Officer of the Administrator or receipt by the
              Administrator of written notice thereof from the Indenture Trustee
              or Noteholders evidencing at least 25% of Outstanding Notes,
              voting together as a single class (it being understood that any
              repurchase of a Receivable by COAF pursuant to Section 3.3 of the
              Purchase Agreement, by the Seller pursuant to Section 2.3 of the
              Sale and Servicing Agreement or by the Administrator pursuant to
              Section 3.6 of the Sale and Servicing Agreement shall be deemed to
              remedy any incorrect representation or warranty with respect to
              such Receivable); or

              (d)   the Administrator suffers a Bankruptcy Event.

              (e)   If an Administrator Termination Event shall have occurred,
         the Issuer may, subject to Section 19 hereof, by notice given to the
         Administrator and the Owner Trustee, terminate all or a portion of the
         rights and powers of the Administrator under this Agreement, including
         the rights of the Administrator to receive the annual fee for services
         hereunder for all periods following such termination; provided, however
         that such termination shall not become effective until such time as the
         Issuer, subject to Section 19 hereof, shall have appointed a successor
         Administrator in the manner set forth below. Upon any such termination,
         all rights, powers, duties and responsibilities of the Administrator
         under this Agreement shall vest in and be assumed by any successor
         Administrator appointed by the Issuer, subject to Section 19 hereof,
         pursuant to a management agreement between the Issuer and such
         successor Administrator, containing substantially the same provisions
         as this Agreement (including with respect to the compensation of such
         successor Administrator), and the successor Administrator is hereby
         irrevocably authorized and empowered to execute and deliver, on behalf
         of the Administrator, as attorney-in-fact or otherwise, all documents
         and other instruments, and to do or accomplish all other acts or things
         necessary or appropriate to effect such vesting and assumption.
         Further, in such event, the Administrator shall use its commercially
         reasonable efforts to effect the orderly and efficient transfer of the
         administration of the Issuer to the new Administrator.

              (f)   The Issuer, subject to Section 19 hereof, may waive in
         writing any Administrator Termination Event by the Administrator in the
         performance of its obligations hereunder and its consequences. Upon any
         such waiver of a past Administrator Termination Event, such
         Administrator Termination Event shall cease to exist, and any
         Administrator Termination Event arising therefrom shall be deemed to

                                        5

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     have been remedied for every purpose of this Agreement. No such waiver
     shall extend to any subsequent or other Administrator Termination Event or
     impair any right consequent thereon.

     9.   Action upon Termination or Removal. Promptly upon the effective date
of termination of this Agreement pursuant to Section 8, or the removal of the
Administrator pursuant to Section 8, the Administrator shall be entitled to be
paid by the Servicer all fees and reimbursable expenses accruing to it to the
date of such termination or removal.

     10.  Liens. The Administrator will not directly or indirectly create, allow
or suffer to exist any Lien on the Collateral other than Permitted Liens.

     11.  Notices. Any notice, report or other communication given hereunder
shall be in writing and addressed as follows:

          (a)  if to the Administrator, to:

               Capital One Auto Finance, Inc.
               1680 Capital One Drive
               McLean, Virginia 22102
               Attention: Manager of Securitization
               Telephone: (703) 720-1000
               Facsimile: (703) 720-2121

               with a copy to:

               Mayer, Brown, Rowe & Maw
               190 South LaSalle Street
               Chicago, IL 60603
               Attention: Stuart M. Litwin
               Facsimile: (312) 701-7711
               Confirmation No.: (312) 701-7373

          (b)  if to the Issuer, to:

               Capital One Prime Auto Receivables Trust 2003-1
               1680 Capital One Drive
               McLean, Virginia 22102
               Attention: Manager of Securitization
               Telephone: (703) 720-1000
               Facsimile: (703) 720-2121

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<PAGE>

               with a copy to:

               Mayer, Brown, Rowe & Maw
               190 South LaSalle Street
               Chicago, IL 60603
               Attention: Stuart M. Litwin
               Facsimile: (312) 701-7711
               Confirmation No.: (312) 701-7373

               with a copy to:

               Wilmington Trust Company
               Rodney Square North
               1100 North Market Street
               Wilmington, Delaware 19890-0001
               Attention: Jeanne Oller
               Telephone: (302) 636-6188
               Facsimile: (302) 636-4140

          (c)  if to the Owner Trustee, to:

               Wilmington Trust Company
               Rodney Square North
               1100 North Market Street
               Wilmington, Delaware 19890-0001
               Attention: Don MacKelcan
               Telephone: (302) 651-1464
               Facsimile: (302) 651-427-4749

          (d)  if to the Indenture Trustee, to:

               JPMorgan Chase Bank
               4 New York Plaza, 6/th/ Floor
               New York, New York 10004-2413
               Attention: Structured Finance Administration - Capital One
               Prime Auto Receivables Trust 2003-1
               Telephone: (212) 623-5379
               Facsimile: (212) 623-5932

or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid or hand-delivered to
the address of such party as provided above.

     12.  Amendments.

          (a)  Any term or provision of this Agreement may be amended by the
     Administrator without the consent of the Indenture Trustee, any Noteholder,
     the Issuer or

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<PAGE>

     the Owner Trustee (subject to Section 12(e) below); provided that such
     amendment shall not, as evidenced by an Opinion of Counsel delivered to the
     Indenture Trustee materially and adversely affect the interests of the
     Noteholders.

          (b)  Any term or provision of this Agreement may be amended by the
     Administrator but without the consent of the Indenture Trustee, any
     Noteholder, the Issuer, the Owner Trustee (subject to Section 12(e) below)
     or any other Person to add, modify or eliminate any provisions as may be
     necessary or advisable in order to enable the Seller, the Servicer or any
     of their Affiliates to comply with or obtain more favorable treatment under
     any law or regulation or any accounting rule or principle, it being a
     condition to any such amendment that the Rating Agency Condition shall have
     been satisfied.

          (c)  This Agreement may also be amended from time to time by the
     Issuer, the Administrator and the Indenture Trustee, with the consent of
     the Holders of Notes evidencing not less than a majority of the aggregate
     principal amount of the Outstanding Notes, voting as a single class, for
     the purpose of adding any provisions to or changing in any manner or
     eliminating any of the provisions of this Agreement or of modifying in any
     manner the rights of the Noteholders. It will not be necessary for the
     consent of Noteholders to approve the particular form of any proposed
     amendment or consent, but it will be sufficient if such consent approves
     the substance thereof. The manner of obtaining such consents (and any other
     consents of Noteholders provided for in this Agreement) and of evidencing
     the authorization of the execution thereof by Noteholders will be subject
     to such reasonable requirements as the Indenture Trustee may prescribe,
     including the establishment of record dates pursuant to the Note Depository
     Agreement.

          (d)  Prior to the execution of any such amendment, the Administrator
     shall provide written notification of the substance of such amendment to
     each Rating Agency and the Owner Trustee; and promptly after the execution
     of any such amendment or consent, the Administrator shall furnish a copy of
     such amendment or consent to each Rating Agency, the Owner Trustee and the
     Indenture Trustee.

          (e)  Prior to the execution of any amendment to this Agreement, the
     Issuer, the Owner Trustee and the Indenture Trustee shall be entitled to
     receive and conclusively rely upon an Opinion of Counsel stating that the
     execution of such amendment is authorized or permitted by this Agreement
     and that all conditions precedent to the execution and delivery of such
     amendment have been satisfied. The Owner Trustee and the Indenture Trustee
     may, but shall not be obligated to, enter into any such amendment which
     adversely affects the Owner Trustee's or the Indenture Trustee's, as
     applicable, own rights, duties or immunities under this Agreement.
     Furthermore, notwithstanding anything to the contrary herein, this
     Agreement may not be amended in any way that would adversely affect the
     Owner Trustee's rights, duties or obligations under this Agreement, the
     Transaction Documents or otherwise or the Administrator's duties and
     obligations under Section 1 of this Agreement, without the prior written
     consent of the Owner Trustee.

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     13.  Governing Law; Submission to Jurisdiction.

          (a)  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
     WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT
     REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE
     OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
     DETERMINED IN ACCORDANCE WITH SUCH LAWS.

          (b)  Each of the parties hereto hereby irrevocably and
     unconditionally:

               (i)   submits for itself and its property in any legal action or
          proceeding relating to this Agreement or any documents executed and
          delivered in connection herewith, or for recognition and enforcement
          of any judgment in respect thereof, to the nonexclusive general
          jurisdiction of the courts of the State of New York, the courts of the
          United States of America for the Southern District of New York and
          appellate courts from any thereof;

               (ii)  consents that any such action or proceeding may be brought
          in such courts and waives any objection that it may now or hereafter
          have to the venue of such action or proceeding in any such court or
          that such action or proceeding was brought in an inconvenient court
          and agrees not to plead or claim the same;

               (iii) agrees that service of process in any such action or
          proceeding may be effected by mailing a copy thereof by registered or
          certified mail (or any substantially similar form of mail), postage
          prepaid, to such Person at its address determined in accordance with
          Section 11 of this Agreement; and

               (iv)  agrees that nothing herein shall affect the right to effect
          service of process in any other manner permitted by law or shall limit
          the right to sue in any other jurisdiction.

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<PAGE>

     14.  Headings. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.

     15.  Counterparts. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
instrument.

     16.  Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions
or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.

     17.  Not Applicable to COAF in Other Capacities. Nothing in this Agreement
shall affect any obligation COAF may have in any other capacity.

     18.  Benefits of the Administration Agreement. Nothing in this Agreement,
expressed or implied, shall give to any Person other than the parties hereto and
their successors hereunder, the Owner Trustee, any separate trustee or
co-trustee appointed under Section 7.13 of the Indenture and the Noteholders,
any benefit or any legal or equitable right, remedy or claim under this
Agreement. For the avoidance of doubt, the Owner Trustee is a third party
beneficiary of this Agreement and is entitled to the rights and benefits
hereunder and may enforce the provisions hereof as if it were a party hereto.

     19.  Assignment. Each party hereto hereby acknowledges and consents to the
mortgage, pledge, assignment and grant of a security interest by the Issuer to
the Indenture Trustee pursuant to the Indenture for the benefit of the
Noteholders of all of the Issuer's rights under this Agreement. In addition, the
Administrator hereby acknowledges and agrees that for so long as any Notes are
outstanding, the Indenture Trustee will have the right to exercise all waivers
and consents, rights, remedies, powers, privileges and claims of the Issuer
under this Agreement.

     20.  Nonpetition Covenant. Each party hereto agrees that, prior to the date
which is one year and one day after payment in full of all obligations of each
Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy
Remote Party (i) such party shall not authorize any Bankruptcy Remote Party to
commence a voluntary winding-up or other voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to such
Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect in any jurisdiction or seeking the
appointment of an administrator, a trustee, receiver, liquidator, custodian or
other similar official with respect to such Bankruptcy Remote Party or any
substantial part of its property or to consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against such Bankruptcy Remote Party, or to make a
general assignment for the benefit of, its creditors generally, any party hereto
or any other creditor of such Bankruptcy Remote Party, and (ii) none of the
parties hereto shall commence or join with any other Person in commencing any
proceeding against such Bankruptcy Remote Party under any bankruptcy,

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reorganization, liquidation or insolvency law or statute now or hereafter in
effect in any jurisdiction.

     21.  Limitation of Liability. Notwithstanding anything contained herein to
the contrary, this Agreement has been executed and delivered by Wilmington Trust
Company, not in its individual capacity but solely as Owner Trustee, and in no
event shall it have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer hereunder or under the
Notes or any of the other Transaction Documents or in any of the certificates,
notices or agreements delivered pursuant thereto, as to all of which recourse
shall be had solely to the assets of the Issuer. Under no circumstances shall
the Owner Trustee be personally liable for the payment of any indebtedness or
expense of the Issuer or be liable for the breach or failure of any obligations,
representation, warranty or covenant made or undertaken by the Issuer under the
Transaction Documents. For the purposes of this Agreement, in the performance of
its duties or obligations hereunder, the Owner Trustee shall be subject to, and
entitled to the benefits of, the terms and provisions of Articles VI, VII and
VIII of the Trust Agreement.

                            [SIGNATURES ON NEXT PAGE]

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     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.

                                       CAPITAL ONE PRIME AUTO RECEIVABLES
                                       TRUST 2003-1

                                       By: Wilmington Trust Company, not in
                                       its individual capacity but solely as
                                       Owner Trustee

                                       By: /s/ Kathleen A. Pedelini
                                           -------------------------------------
                                       Name: Kathleen A. Pedelini
                                       Title: Financial Services Officer

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                                       CAPITAL ONE AUTO FINANCE, INC., as
                                       Administrator

                                       By: /s/ Jeffery A. Elswick
                                           -------------------------------------
                                       Name: Jeffery A. Elswick
                                       Title: Manager of Securitization

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                                       JPMORGAN CHASE BANK, as Indenture Trustee

                                       By: /s/ Patricia M.F. Russo
                                           -------------------------------------
                                       Name: Patricia M.F. Russo
                                       Title: Vice President

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Joinder of Servicer:

CAPITAL ONE AUTO FINANCE, INC., as Servicer, joins in this Agreement solely for
purposes of Section 3.

                                       CAPITAL ONE AUTO FINANCE, INC., as
                                       Servicer

                                       By: /s/ Jeffery A. Elswick
                                           -------------------------------------
                                       Name: Jeffery A. Elswick
                                       Title: Manager of Securitization

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