<PAGE>

                                                                    Exhibit 10.1

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                        TRANSFER AND ASSIGNMENT AGREEMENT

                                 by and between

                         CAPITAL ONE AUTO FINANCE, INC.
                                  as Transferor

                                       and

                        CAPITAL ONE AUTO RECEIVABLES, LLC
                                  as Purchaser

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

                            Dated as of June 3, 2003

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

                      CAPITAL ONE AUTO FINANCE TRUST 2003-A
                        ASSET BACKED NOTES, SERIES 2003-A
                         CLASS A NOTES AND CLASS B NOTES

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

                                        2003-A Transfer and Assignment Agreement

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                    Page
                                                                    ----
<S>                                                                 <C>
ARTICLE I         CERTAIN DEFINITIONS................................  1

ARTICLE II        ASSIGNMENT AND ACQUISITION OF RECEIVABLES..........  1

     2.01     Assignment and Acquisition of Receivables..............  1

     2.02     The Closing............................................  3

     2.03     Funding Dates..........................................  3

ARTICLE III       REPRESENTATIONS AND WARRANTIES.....................  4

     3.01     Representations and Warranties of the Purchaser........  4

     3.02     Representations and Warranties of the Transferor.......  5

ARTICLE IV        CONDITIONS......................................... 15

     4.01     Conditions to Obligation of the Purchaser.............. 15

     4.02     Conditions to Obligation of the Transferor............. 17

ARTICLE V         COVENANTS OF THE TRANSFEROR........................ 17

     5.01     Protection of Right, Title and Interest................ 17

     5.02     Other Liens or Interests............................... 18

     5.03     Principal Executive Office............................. 18

     5.04     Transfer Taxes......................................... 18

     5.05     Costs and Expenses..................................... 18

     5.06     [Reserved]............................................. 18

     5.07     Location of Servicer Files............................. 19

     5.08     [Reserved]............................................. 19

     5.09     Assignment of Receivables.............................. 19

     5.10     Transferor's Records................................... 19

     5.11     [Reserved]............................................. 19

     5.12     Cooperation by Transferor.............................. 19

     5.13     Assignment of Additional Receivables................... 20

     5.14     Notice of Breach....................................... 20

ARTICLE VI        [RESERVED]......................................... 20

ARTICLE VII       MISCELLANEOUS PROVISIONS........................... 20

     7.01     Obligations of Transferor.............................. 20

     7.02     Repurchase Events...................................... 20
</TABLE>

                                       i

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                    Page
                                                                    ----
<S>                                                                 <C>
     7.03     Purchaser's Assignment of Repurchased Receivables...... 21

     7.04     Subsequent Transfer and Pledge......................... 21

     7.05     Amendment.............................................. 22

     7.06     Waivers................................................ 22

     7.07     Notices................................................ 22

     7.08     Costs and Expenses..................................... 22

     7.09     Representations........................................ 22

     7.10     Confidential Information............................... 22

     7.11     Headings and Cross-References.......................... 22

     7.12     Governing Law.......................................... 23

     7.13     Counterparts........................................... 23

     7.14     No Bankruptcy Petition Against the Issuer or the
              Purchaser.............................................. 23

     7.15     Third Party Beneficiaries.............................. 23

     7.16     Limitation and Subordination of Obligations............ 23
</TABLE>


     SCHEDULES AND EXHIBITS
     ----------------------

     Schedule I   Perfection Representations
     Exhibit A    Assignment
     Exhibit B    Form of Certificate of Delivery

                                       ii

<PAGE>

                        TRANSFER AND ASSIGNMENT AGREEMENT

     This TRANSFER AND ASSIGNMENT AGREEMENT (this "Agreement") is made as of
June 3, 2003, by and between Capital One Auto Finance, Inc., a Texas corporation
(the "Transferor" or "COAF") and Capital One Auto Receivables, LLC, a Delaware
limited liability company (the "Purchaser").

     WHEREAS, the Purchaser desires to purchase from the Transferor a portfolio
     of Receivables and related property; and

     WHEREAS, the Transferor is willing to sell such portfolio of Receivables
and related property to the Purchaser on the terms and conditions set forth in
this Agreement.

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

                                   ARTICLE I

                               CERTAIN DEFINITIONS

     Capitalized terms used but not defined in this Agreement shall have the
meanings set forth in Section 1.01 of the Indenture, dated as of the Closing
Date, by and between Capital One Auto Receivables Trust 2003-1 and JPMorgan
Chase Bank, as indenture trustee

                                   ARTICLE II

                    ASSIGNMENT AND ACQUISITION OF RECEIVABLES

     2.01  Assignment and Acquisition of Receivables. On the Closing Date and on
each Funding Date, subject to the terms and conditions of this Agreement, the
Transferor agrees to absolutely assign to the Purchaser, and the Purchaser
agrees to acquire from the Transferor, the Receivables and the other Transferred
Property relating thereto.

           (a)  Initial Assignment of Receivables and Transferred Property. On
     the Closing Date and simultaneously with the transactions pursuant to the
     Contribution Agreement and the Indenture, the Transferor shall transfer,
     absolutely assign and otherwise convey to the Purchaser, without recourse
     except as set forth herein, all of the Transferor's right, title and
     interest, whether now or hereafter existing, in and to (i) the Initial
     Receivables identified on the Schedule of Receivables delivered on the
     Closing Date, and all moneys received thereon (including amounts received
     on any Extended Service Agreements relating thereto), after the related
     Cutoff Date (except for interest accrued as of the related Cutoff Date and
     actually received subsequent to such Cutoff Date which shall be paid to the
     Transferor); (ii) the security interest of the Transferor in the Financed
     Vehicles granted by the Obligors pursuant to the Initial Receivables and
     the Certificates of Title to such Financed Vehicles; (iii) the interest of
     the Transferor in any proceeds from claims on any physical damage, credit
     life, risk default, disability or other

                                        2003-A Transfer and Assignment Agreement

<PAGE>

     insurance policies covering the Financed Vehicles or the Obligors or
     refunds in connection with Extended Service Agreements relating to
     Defaulted Receivables from such Cutoff Date; (iv) any property (including
     the right to receive future Liquidation Proceeds) that shall secure an
     Initial Receivable; (v) all right, title and interest of the Transferor in
     and to any recourse against any Dealer pursuant to the applicable Dealer
     Agreement; (vi) the original Contracts relating to the Initial Receivables;
     and (vii) the proceeds of any and all of the foregoing. (All of the
     property identified in this subsection (a) and the following subsection (c)
     shall constitute "Transferred Property".)

           (b)  Consideration for Initial Receivables. In consideration of the
     absolute assignment by the Transferor to the Purchaser of the Initial
     Receivables and the other Transferred Property relating thereto described
     in Section 2.01(a) the Purchaser shall pay or cause to be paid to the
     Transferor, on the Closing Date, an amount equal to the Receivables
     Purchase Price with respect to Initial Receivables acquired from the
     Transferor on such date in the form of cash by federal wire transfer (same
     day) funds.

           (c)  Assignment of Subsequent Receivables and Transferred Property.
     On each Funding Date, the Transferor shall transfer, absolutely assign and
     otherwise convey to the Purchaser, without recourse except as set forth
     herein, all of the Transferor's right, title and interest, whether now or
     hereafter existing, in and to (i) the Subsequent Receivables identified on
     a Schedule of Receivables delivered on such Funding Date, and all moneys
     received thereon (including amounts received on any Extended Service
     Agreements relating thereto), after the respective Cutoff Date (except for
     interest accrued as of the related Cutoff Date and actually received
     subsequent to such Cutoff Date which shall be paid to the Transferor); (ii)
     the security interest of the Transferor in the Financed Vehicles granted by
     the Obligors pursuant to such Subsequent Receivables and the Certificates
     of Title to such Financed Vehicles; (iii) the interest of the Transferor in
     any proceeds from claims on any physical damage, credit life, risk default,
     disability or other insurance policies covering the Financed Vehicles or
     the Obligors or refunds in connection with Extended Service Agreements
     relating to Defaulted Receivables from the related Cutoff Date; (iv) any
     property (including the right to receive future Liquidation Proceeds) that
     shall secure a Subsequent Receivable; (v) all right, title and interest of
     the Transferor in and to any recourse against any Dealer pursuant to the
     applicable Dealer Agreement; (vi) the original Contracts relating to the
     Subsequent Receivables; and (vii) the proceeds of any and all of the
     foregoing; provided, however, that Subsequent Receivables may not be
     acquired by the Purchaser, transferred by the Purchaser to the Issuer and
     Granted by the Issuer to the Indenture Trustee unless the addition of such
     Subsequent Receivables to the Receivables Pool meets the requirements set
     forth in Section 2.16 of the Indenture.

           (d)  Consideration for Subsequent Receivables. In consideration of
     the absolute assignment by the Transferor to the Purchaser of the
     Subsequent Receivables and other Transferred Property relating thereto
     described in Section 2.01(c), the Purchaser shall, on the applicable
     Funding Date, pay or cause to be paid to the Transferor an amount equal to
     the Receivables Purchase Price with respect to the Subsequent Receivables
     acquired from the Transferor on such date in the form of cash by federal
     wire transfer (same day) funds.

                                   2    2003-A Transfer and Assignment Agreement

<PAGE>

           (e)  Absolute Assignment. It is the intention of the Transferor and
     the Purchaser that each assignment, transfer and conveyance hereunder
     constitute an absolute assignment of the Transferred Property from the
     Transferor to the Purchaser. Notwithstanding the foregoing, in the event
     that the Receivables and other Transferred Property are held to be property
     of the Transferor, or if for any reason this Agreement is held or deemed to
     create indebtedness or a security interest in the Receivables and other
     Transferred Property, then it is intended that:

                (i)   This Agreement shall be deemed to be a security agreement
           within the meaning of Articles 8 and 9 of the New York Uniform
           Commercial Code and the Uniform Commercial Code of any other
           applicable jurisdiction;

                (ii)  The conveyance provided for in this Section 2.01 shall be
           deemed to be a grant by the Transferor, and the Transferor hereby
           grants, to the Purchaser of a security interest in all of its right
           (including the power to convey title thereto), title and interest,
           whether now owned or hereafter acquired, in and to the Receivables
           and other Transferred Property, to secure such indebtedness and the
           performance of the obligations of the Transferor hereunder;

                (iii) The possession by the Transferor of the Receivables and
           any other Transferred Property as constitute instruments, money,
           negotiable documents or chattel paper shall be deemed to be
           "possession by the secured party" or possession by the purchaser or a
           person designated by such purchaser, for purposes of perfecting the
           security interest pursuant to the New York Uniform Commercial Code
           and the Uniform Commercial Code of any other applicable jurisdiction;
           and

                (iv)  Notifications to persons holding such property, and
           acknowledgments, receipts or confirmations from persons holding such
           property, shall be deemed to be notifications to, or acknowledgments,
           receipts or confirmations from, bailees or agents (as applicable) of
           the Transferor for the purpose of perfecting such security interest
           under applicable law.

     2.02  The Closing. The absolute assignment and purchase of the Initial
Receivables shall take place at a closing (the "Closing") at the offices of
Mayer, Brown, Rowe & Maw, Chicago, Illinois, on the Closing Date, simultaneously
with the closings under the Contribution Agreement and the Indenture pursuant to
which (a) the Transferor will transfer and assign all of its right, title and
interest in and to the Initial Receivables and other Transferred Property to the
Purchaser, (b) the Purchaser will contribute and absolutely assign all of its
right, title and interest in and to the Initial Receivables and other
Transferred Property to the Issuer, (c) the Issuer will Grant all of its right,
title and interest in and to the Initial Receivables and other Transferred
Property to the Indenture Trustee for the benefit of the Noteholders, the Swap
Counterparty and the Note Insurer, and (d) the Class A Notes and the Class B
Notes will be issued.

     2.03  Funding Dates. The absolute assignment and purchase of the Subsequent
Receivables on each Funding Date shall take place at the offices of the
Indenture Trustee or such other location as the Purchaser and the Transferor may
reasonably agree. The assignment and

                                   3    2003-A Transfer and Assignment Agreement

<PAGE>

purchase of the Subsequent Receivables shall be made in accordance with Section
2.16 of the Indenture pursuant to which (a) the Transferor will transfer and
assign all of its right, title and interest in and to the Subsequent Receivables
and other Transferred Property to the Purchaser, (b) the Purchaser will
contribute and assign all of its right, title and interest in and to the
Subsequent Receivables and other Transferred Property to the Issuer, and (c) the
Issuer will grant all of its right, title and interest in and to the Subsequent
Receivables and other Transferred Property to the Indenture Trustee for the
benefit of the Noteholders, the Swap Counterparty (unless the Interest Rate Swap
Agreement has been terminated and all amounts owed to the Swap Counterparty have
been paid in full) and the Note Insurer.

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

     3.01  Representations and Warranties of the Purchaser. The Purchaser hereby
represents and warrants to the Transferor as of the date hereof and as of the
Closing Date and each Funding Date:

           (a)  Existence and Power. The Purchaser is a Delaware limited
     liability company 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 Transferred
     Property. The Purchaser has obtained all necessary qualifications, licenses
     and approvals in each jurisdiction where the failure to do so would
     materially and adversely affect the ability of the Purchaser to perform its
     obligations under the Transaction Documents or affect the enforceability or
     collectibility of the Receivables or any other part of the Transferred
     Property.

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

                                   4    2003-A Transfer and Assignment Agreement

<PAGE>

     the Receivables or any other part of the Transferred Property or would
     materially and adversely affect the ability of the Purchaser to perform its
     obligations under the Transaction Documents.

           (d)  Binding Effect. Each Transaction Document to which the Purchaser
     is a party constitutes the legal, valid and binding obligation of the
     Purchaser enforceable against the Purchaser 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 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.

           (e)  No Proceedings. There are no actions, suits or proceedings
     pending or, to the knowledge of the Purchaser, threatened against the
     Purchaser before or by any Governmental Authority that (i) assert the
     invalidity or unenforceability of this Agreement or any of the other
     Transaction Documents, (ii) seeking to prevent the issuance of the Notes or
     the consummation of any of the transactions contemplated by this Agreement
     or any of the other Transaction Documents, (iii) seeking any determination
     or ruling that would materially and adversely affect the performance by the
     Purchaser of its obligations under this Agreement or any of the other
     Transaction Documents or the collectibility or enforceability of the
     Receivables, or (iv) relating to the Purchaser that would materially and
     adversely affect the federal or Applicable Tax State income, excise,
     franchise or similar tax attributes of the Notes.

           (f)  Internet Receivables. At least one payment on the receivables
     originated by PeopleFirst Finance, LLC and Capital One, F.S.B. on the basis
     of loan applications over the Internet have been made by the underlying
     obligor to PeopleFirst Finance, LLC or Capital One, F.S.B., as applicable.

     3.02  Representations and Warranties of the Transferor.

           (a)  The Transferor hereby represents and warrants to the Purchaser
     and its successors and assigns as of the Closing Date and each Funding
     Date:

                (i)    Existence and Power. The Transferor is a Texas
           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 Transferred Property. The Transferor has obtained
           all necessary qualifications, licenses and approvals in each
           jurisdiction where the failure to do so would materially and
           adversely affect the ability of the Transferor to perform its
           obligations under the Transaction Documents or affect the
           enforceability or collectibility of the Receivables or any other part
           of the Transferred Property.

                                   5    2003-A Transfer and Assignment Agreement

<PAGE>

                (ii)   Authorization and No Contravention. The execution,
           delivery and performance by the Transferor of the Transaction
           Documents to which it is a party have been duly authorized by all
           necessary action on the part of the Transferor 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 instrument to which the Transferor
           is a party or 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 if the aggregate, would
           not materially and adversely affect the transactions contemplated by,
           or the Transferor's ability to perform its obligations under, the
           Transaction Documents).

                (iii)  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 Transferor 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 would materially and adversely affect the ability of
           the Transferor to perform its obligations under the Transaction
           Documents.

                (iv)   Binding Effect. Each Transaction Document to which the
           Transferor is a party constitutes the legal, valid and binding
           obligation of the Transferor enforceable against the Transferor 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 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.

                (v)    No Proceedings. There are no actions, suits or
           proceedings pending or, to the knowledge of the Transferor,
           threatened against the Transferor before or by any Governmental
           Authority that (i) assert the invalidity or unenforceability of this
           Agreement or any of the other Transaction Documents, (ii) seeking to
           prevent the issuance of the Notes or the consummation of any of the
           transactions contemplated by this Agreement or any of the other
           Transaction Documents, (iii) seeking any determination or ruling that
           would materially and adversely affect the performance by the
           Transferor of its obligations under this Agreement or any of the
           other Transaction Documents, or (iv) relating to the Transferor that
           would materially and adversely affect the federal or Applicable Tax
           State income, excise, franchise or similar tax attributes of the
           Notes.

                (vi)   Trade Name. "Capital One Auto Finance, Inc." is the
           only trade name under which the Transferor is currently operating its
           business. For the six (6) years (or such shorter period of time
           during which the Transferor was in

                                   6    2003-A Transfer and Assignment Agreement

<PAGE>

           existence) preceding the date hereof, the Transferor operated its
           business under the trade name "Capital One Auto Finance, Inc." or
           "Summit Acceptance Corporation" or that of its predecessor, "Summit
           Acceptance Finance, L.L.C." or that of its predecessor, "Summit
           Finance, L.L.C." "Capital One Auto Finance, Inc." is the name of the
           Transferor indicated on the public record of the Transferor's
           jurisdiction of organization which shows the Transferor to have been
           organized.

                (vii)  Ability to Perform. There has been no material
           impairment in the ability of the Transferor to perform its
           obligations under this Agreement.

                (viii) Valid Business Reasons; No Fraudulent Transfers. The
           Transferor has valid business reasons for assigning the Receivables
           rather than obtaining a secured loan with the Receivables as
           collateral. At the time of the assignment: (A) the Transferor
           absolutely assigned the Receivables to the Purchaser without any
           intent to hinder, delay, or defraud any current or future creditor of
           the Transferor; (B) the Transferor was not insolvent or did not
           become insolvent as a result of the assignment; (C) the Transferor
           was not engaged and was not about to engage in any business or
           transaction for which any property remaining with the Transferor was
           an unreasonably small capital or for which the remaining assets of
           the Transferor were unreasonably small in relation to the business of
           the Transferor or the transaction; (D) the Transferor did not intend
           to incur, and did not believe or reasonably should not have believed
           that it would incur, debts beyond its ability to pay as they become
           due; and (E) the consideration paid by the Purchaser to the
           Transferor for the Receivables absolutely assigned by the Transferor
           hereunder was equivalent to a fair market value of such Receivables
           under the circumstances of the transaction, including but not limited
           to, timing of such assignment.

                (ix)   Principal Executive Office. Since its inception, the
           Transferor has maintained its principal executive office in the State
           of Texas.

                (x)    No Omission or Misstatement. Neither this Agreement
           nor any statement, report or other document furnished or to be
           furnished pursuant to this Agreement by the Transferor, or in
           connection with the transactions contemplated hereby, contains any
           untrue statement of fact or omits to state a fact necessary to make
           the statements contained herein or therein, in light of the
           circumstances under which they were made, not misleading insofar as
           the same relates to the Transferor. The Transferor has good and
           marketable title to, and is the owner of, each Receivable absolutely
           assigned by the Transferor hereunder and the indebtedness evidenced
           by each such Receivable is subject to no Lien, charge, security
           interest or encumbrance of any kind or nature and the Transferor has
           the unqualified right to contribute, transfer, convey and assign its
           ownership interest in each such Receivable and the indebtedness
           evidenced thereby; the Transferor has not made any prior assignment
           of any Receivable or its rights thereto or thereunder except to
           existing lenders, the lien of which lenders will be released in
           connection with the transactions hereunder.

                                   7    2003-A Transfer and Assignment Agreement

<PAGE>

                (xi)   Perfection Representations. The Perfection
           Representations set forth on Schedule I shall be a part of this
           Agreement for all purposes.

                (xii)  No Unpaid Taxes. All tax returns required to be filed
           by the Transferor in any jurisdiction have in fact been filed, and
           all taxes, assessments, fees and other governmental charges upon it
           or any subsidiary or upon any of its properties, income or
           franchises, shown to be due and payable on such returns have been
           paid where the failure to file such returns or make such payments
           would have a material adverse effect on the ability of the Transferor
           to 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 Transferred Property. To the
           best of the Transferor's knowledge all such tax returns were true and
           correct and neither it nor any subsidiary knows of any proposed
           additional tax assessment against it in any material amount or of any
           basis therefor.

                (xiii) Adequate Provisions for Taxes. The provisions for
           taxes on the Transferor's books are in accordance with generally
           accepted accounting principles.

                (xiv)  Pension/Profit Sharing Plans. No contribution failure
           has occurred with respect to any pension or profit sharing plan of
           the Transferor and all such plans have been fully funded as of the
           date of this Agreement.

           (b)  On the Closing Date or on each Funding Date, as the case may be,
     the Transferor hereby makes the representations and warranties set forth
     below as to the Receivables transferred, assigned, set over, sold and
     otherwise conveyed to the Purchaser under this Agreement on which such
     representations and warranties the Purchaser relies in acquiring the
     Receivables. Such representations and warranties speak, with respect to any
     Receivable, as of the applicable Cutoff Date for such Receivable, but shall
     survive the grant of the absolute assignment of the Receivables to the
     Purchaser, the subsequent transfer of the Receivables by the Purchaser to
     the Issuer pursuant to the Contribution Agreement and the Grant of the
     Receivables by the Issuer to the Indenture Trustee pursuant to the
     Indenture. Notwithstanding any statement to the contrary contained herein
     or in any other Transaction Document, the Transferor shall not be required
     to notify any insurer with respect to any insurance policy obtained by an
     Obligor or to notify any Dealer about any aspect of the transaction
     contemplated by the Transaction Documents.

                (i)    Characteristics of Receivables. Each Receivable (A) to
           the extent originated by COAF has been originated in the United
           States of America by COAF, in the ordinary course of COAF's business,
           and has been fully and properly executed by the Obligor thereto, (B)
           to the extent originated by COAF, has been assigned, together with
           the security interest in the related Financed Vehicle, by the
           applicable Dealer to COAF, (C) has created or creates a valid,
           subsisting, and enforceable first priority security interest (1) in
           favor of COAF in the related Financed Vehicle or (2) in the case of a
           Referral Receivable or in the

                                   8    2003-A Transfer and Assignment Agreement

<PAGE>

           case of a Receivable originated by PeopleFirst Finance, LLC or
           Capital One, F.S.B., in favor of the applicable Referral Originator,
           PeopleFirst Finance, LLC or Capital One, F.S.B., as applicable, in
           the related Financed Vehicle which has been validly assigned by such
           Referral Originator, PeopleFirst Finance, LLC or Capital One, F.S.B.,
           as applicable, to the Transferor, in each case which security
           interest is being transferred and assigned by the Transferor to the
           Purchaser in accordance with the terms of this Agreement and
           contributed and assigned by the Purchaser to the Issuer in accordance
           with the terms of the Contribution Agreement and Granted by the
           Issuer to the Indenture Trustee in accordance with the terms of the
           Indenture, (D) contains customary and enforceable provisions such
           that the rights and remedies of the holder thereof are adequate for
           realization against the collateral of the benefits of the security,
           (E) is denominated in U.S. dollars and provides for level monthly
           payments (provided that the payment in the first or last payment
           period in the life of the Receivable may be minimally different from
           the level payment) that fully amortize the Amount Financed by
           maturity and yield interest at the applicable Contract Rate (as
           determined in accordance with the definition of Simple Interest
           Receivables), and (F) to the best knowledge of COAF, is due from an
           Obligor which is a resident of the United States.

                (ii)       Schedule of Receivables. The information set forth in
           the Schedule of Receivables is true and correct in all material
           respects as of the close of business on the applicable Cutoff Date,
           no selection procedures believed to be adverse to the Purchaser have
           been utilized in selecting the Receivables and the geographic
           distribution of the Obligors with respect to the Receivables or the
           credit quality characteristics of the Receivables assigned hereunder
           are not materially different from the Transferor's existing core
           portfolio. The information on the computer tape regarding the
           Receivables made available to the Purchaser and its assigns is true
           and correct in all material respects.

                (iii)      Compliance with Law. Each Receivable, the sale of the
           related Financed Vehicle and any Extended Service Agreement complied
           in all material respects at the time it was originated or made and on
           the Closing Date or Funding Date, as the case may be, and does comply
           in all material respects with all requirements of applicable federal,
           State and local laws, and regulations thereunder, including, without
           limitation, usury laws, the Fair Credit Reporting Act, the Federal
           Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Debt
           Collection Practices Act, the Federal Trade Commission Act, the
           Magnuson-Moss Warranty Act, the Federal Reserve Board's Regulations B
           and Z, the applicable Consumer Credit Act, State adaptations of the
           National Consumer Act and of the Uniform Consumer Credit Code, and
           other consumer credit laws and equal credit opportunity and
           disclosure laws.

                (iv)       Binding Obligation. Each Receivable represents the
           genuine, legal, valid and binding payment obligation in writing of
           the Obligor, enforceable by the owner thereof in accordance with its
           terms.

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<PAGE>

                (v)        No Government Obligor. The Receivables are not due
           from the United States of America or any State or from any agency,
           department or instrumentality of the United States of America or any
           State.

                (vi)       Security Interest in Financed Vehicle. As of the
           Closing Date or Funding Date, as applicable, (1) each Receivable was
           secured by a first priority validly perfected security interest in
           the Financed Vehicle in favor of the Transferor, as secured party, or
           all necessary actions with respect to the Receivable has been taken
           or will be taken to perfect a first priority security interest in the
           Financed Vehicle in favor of the Transferor, as secured party, (2) in
           the case of a Referral Receivable, such Referral Receivable was
           secured by a first priority validly perfected security interest in
           the related Financed Vehicle in favor of the Referral Originator
           thereof, as secured party, or all necessary actions with respect to
           the Receivable has been taken or will be taken to perfect a first
           priority security interest in the Financed Vehicle in favor of the
           Referral Originator, as secured party, which security interest has
           been validly assigned by such Referral Originator to the Transferor
           or (3) in the case of a Receivable originated by PeopleFirst Finance,
           LLC or Capital One, F.S.B., such Receivable was secured by a first
           priority validly perfected security interest in the Financed Vehicle
           in favor of PeopleFirst Finance, LLC or Capital One, F.S.B., as
           applicable, as secured party, or all necessary actions with respect
           to the Receivable have been taken or will be taken to perfect a first
           priority security interest in the Financed Vehicle in favor of
           PeopleFirst Finance, LLC or Capital One, F.S.B., as applicable, as
           secured party, which security interest has been validly assigned by
           PeopleFirst Finance, LLC or Capital One, F.S.B., as applicable, to
           the Transferor. The security interests described in clauses (1), (2)
           and (3) above are assignable and have been so assigned by the
           Transferor to the Purchaser and by the Purchaser to the Issuer.

                (vii)      Receivables in Force. The Receivables have not been
           satisfied, subordinated or rescinded, nor has the related Financed
           Vehicle been released from the lien granted by the Receivable in
           whole or in part.

                (viii)     No Waiver. No provision of the Receivables has been
           waived, impaired, altered or modified in any respect except in
           accordance with the Servicing Agreement, the substance of which is
           reflected in the Schedule of Receivables as it relates to the
           information included thereon.

                (ix)       No Amendments. The Receivables have not been amended
           such that either the original Receivable Balance was modified or
           reduced or the number of the originally scheduled due dates has been
           increased except as permitted under the terms of the Collection
           Policy.

                (x)        No Defenses. The Receivables are not subject to any
           right of rescission, recoupment, setoff, counterclaim or defense.

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<PAGE>

                (xi)       No Liens. No liens or claims have been filed for
           work, labor or materials relating to the Financed Vehicle that would
           be Liens prior to, or equal or concordant with, the security interest
           in the Financed Vehicle granted by the related Obligor pursuant to
           the related Receivable, there is no lien against the Financed Vehicle
           for delinquent taxes nor has such Receivable been satisfied,
           subordinated or rescinded.

                (xii)      No Default. Except for payment delinquencies
           continuing for a period of not more than thirty (30) days as of the
           applicable Cutoff Date, no default, breach, violation or event
           permitting acceleration under the terms of such Receivable has
           occurred; and no continuing condition that with notice or the lapse
           of time would constitute a default, breach, violation or event
           permitting acceleration under the terms of such Receivable has
           arisen, and the Transferor has not waived any of the foregoing. As of
           the applicable Cutoff Date, the Transferor has no knowledge of why
           such Receivable would not be paid in full. The Obligor is not an
           obligor under any other existing receivable payable to the Transferor
           or the Servicer which is in default or is more than thirty (30) days
           past due; to the best knowledge of the Transferor, the Obligor was
           not an obligor under any prior receivable which was in default.

                (xiii)     Origination Date. All of the Receivables assigned
           hereunder have been originated on or before the applicable Cutoff
           Date.

                (xiv)      Insurance. In connection with the purchase of a
           Receivable, the Servicer required that it be furnished evidence that
           the related Financed Vehicle was covered by a comprehensive and
           collision policy subject to a deductibility not in excess of $500 (i)
           naming the Servicer as a loss payee and (ii) insuring against loss
           and damage due to fire, theft, transportation, collision and other
           risks generally covered by comprehensive and collision coverage.

                (xv)       Title. It is the intention of the Transferor that the
           transfer and assignment contemplated herein constitute an absolute
           assignment of each Receivable from the Transferor to the Purchaser
           and that the beneficial interest in and title to such Receivable not
           be property of the Transferor for any purpose under state or federal
           law. Immediately prior to the transfer and assignment contemplated
           herein, the Transferor had good and marketable title to each
           Receivable free and clear of all Liens and, immediately upon the
           transfer thereof, the Purchaser will have good and marketable title
           to each Receivable, free and clear of all Liens, except any Lien
           which will be released prior to assignment hereunder and the Lien
           created by the Indenture; and the security interest in each
           Receivable has been validly perfected under the UCC and other
           applicable law, if any.

                (xvi)      Lawful Assignment. The Receivables have not been
           originated in, and are not subject to the laws of, any jurisdiction
           under which the contribution, assignment or pledge of the Receivable
           hereunder or the Contribution Agreement or Indenture would be
           unlawful, void or voidable.

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<PAGE>

                (xvii)     All Filings Made. All filings (including, without
           limitation, UCC filings) necessary in any jurisdiction to give the
           Indenture Trustee a first priority perfected security interest in
           each Receivable have been made.

                (xviii)    One Original. There is only one manually executed
           original of the retail Contract for each Receivable.

                (xix)      Maturity of Receivables. Each of the Receivables has
           a remaining term of no more than 72 months, such Receivable calls for
           level monthly payments (provided that the payment in the first or
           last payment period in the life of such Receivable may be minimally
           different from the level payment), is fully amortizing and the final
           Scheduled Payment on such Receivable is due on or before August 1,
           2009.

                (xx)       Extensions; Modifications. No extension or
           modification has been made with respect to any of the Receivables
           except as permitted by the terms of the Collection Policy.

                (xxi)      Contract Rate. Each of the Initial Receivables has a
           Contract Rate of 6.45% or higher and each of the Subsequent
           Receivables has a Contract Rate of 6.00% or higher.

                (xxii)     Outstanding Receivable Balance. Receivables
           constituting the Receivables Pool each have an outstanding balance of
           greater than $3,000 and no more than $40,000.

                (xxiii)    Financing. Each of the Receivables is a Simple
           Interest Receivable.

                (xxiv)     Bankruptcy Proceeding. As of the applicable Cutoff
           Date, none of the Receivables was noted in the Transferor's records
           as a dischargeable debt under a bankruptcy proceeding and none of the
           Receivables has been reduced or discharged in any bankruptcy
           proceeding.

                (xxv)      Chattel Paper. Each of the Receivables constitutes
           either "chattel paper", an "account", an "instrument" or a "payment
           intangible", as defined in the UCC.

                (xxvi)     Age of Financed Vehicles. As of the Closing Date or
           Funding Dates, as the case may be, the aggregate Receivable Balance
           which relates to new Financed Vehicles represents at least 28% of the
           Aggregate Receivable Balance.

                (xxvii)    No Future Advances. The full principal amount of each
           Receivable has been advanced to the related Obligor or advanced in
           accordance with the directions of such Obligor, and there is no
           requirement for future advances thereunder. The Obligor with respect
           to a Receivable does not have any options under such Receivable to
           borrow from any Person additional funds secured by the Financed
           Vehicle. The Receivable Balance as of the Closing Date

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<PAGE>

           or Funding Date, as the case may be, is fully secured by the related
           Financed Vehicle.

                (xxviii)   Receivable Balance. The Receivables do not have a
           Receivable Balance which includes capitalized interest, physical
           damage insurance or late charges.

                (xxix)     Servicing. At the applicable Cutoff Date, each of the
           Receivables was being serviced by the Servicer.

                (xxx)      No Proceedings. There are no proceedings or
           investigations pending, or, to the best knowledge of the Transferor,
           threatened, before any court, regulatory body, administrative agency
           or other governmental instrumentality having jurisdiction over the
           Transferor or its properties: (A) asserting the invalidity,
           illegality or lack of enforceability of the Receivables; (B) seeking
           to prevent the enforcement of the Receivable; (C) seeking any
           determination or ruling that might materially and adversely affect
           the payment on or enforceability of each Receivable; or (D) relating
           to the bankruptcy or insolvency of the related Obligor.

                (xxxi)     Collection Procedures. The collection practices
           utilized by any person servicing the Receivable in seeking payment
           under the documentation evidencing such Receivable have been in
           accordance with the Collection Policy and in all respects legal,
           proper, prudent and customary in the automobile loan servicing
           business.

                (xxxii)    Aggregate Balances. Neither the Obligor under a
           Receivable nor any of its affiliates is the Obligor under a
           Receivable or Receivables with an aggregate Receivable Balance
           greater than $40,000 as of the applicable Cutoff Date.

                (xxxiii)   No Litigation. None of the Receivables has been in
           litigation or restructured.

                (xxxiv)    No Charge Off. None of the Receivables has been
           charged off for accounting purposes by the Transferor.

                (xxxv)     Normal Procedures. Each of the Receivables has been
           originated, serviced and administered pursuant to the Transferor's
           normal credit, administration, collection and charge-off procedures.

                (xxxvi)    No Fraud, Misrepresentation. None of the Receivables
           has been originated with any fraud or misrepresentation.

                (xxxvii)   Dealer's Agreements. Where applicable, Dealer that
           sold a Receivable to the Transferor has entered into a Dealer
           Agreement with the Transferor and such Dealer Agreement constitutes
           the entire agreement between the Transferor and the related Dealer
           with respect to the sale of such Receivable

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<PAGE>

           to the Transferor. Such Dealer Agreement is in full force and effect
           and is the legal, valid and binding obligation of such Dealer; there
           have been no material defaults by such Dealer or by the Transferor
           under such Dealer Agreement; the Transferor has fully performed all
           of its obligations under such Dealer Agreement; the Transferor has
           not made any statements or representations to such Dealer (whether
           written or oral) inconsistent with any term of such Dealer Agreement;
           the purchase price (as specified in the applicable Dealer Agreement)
           for such Receivable has been paid in full by the Transferor; there is
           no other payment due to such Dealer from the Transferor for the
           purchase of such Receivable; such Dealer has no right, title or
           interest in or to any Receivable; there is no prior course of dealing
           between such Dealer and the Transferor which will affect the terms of
           such Dealer Agreement. The Receivable was originated in the United
           States for the retail sale of the Financed Vehicle in the ordinary
           course of the Dealer's business.

                (xxxviii)  Obligor Responsibility. Each of the Receivables (i)
           contains provisions requiring the Obligor (A) to pay all taxes (e.g.,
           sales, use, property, excise and other similar taxes) imposed on or
           with respect to the related Financed Vehicle and (B) to provide
           physical damage insurance covering the related Financed Vehicle (ii)
           does not contain provisions giving the Obligor the specific right to
           offset payments due under the Receivable by reason of any set-off,
           counterclaim or defense, provided, however, that the Receivable may
           provide the FTC anti-holder-in-due course notice, giving the Obligor
           the right to recover against the holder of the Receivable up to the
           amount paid thereunder for any claims the Obligor has against the
           Transferor, the Referral Originator, PeopleFirst Finance, LLC or
           Capital One, F.S.B., as applicable.

                (xxxix)    Substitution, Etc. None of the Receivables provides
           for the substitution, exchange or addition of any Financed Vehicle
           subject to such Receivable.

                (xl)       Assignments. The rights with respect to a Receivable
           are assignable without the consent of any Person other than consents
           which will have been obtained on or before the Closing Date or
           Funding Date, as the case may be.

                (xli)      Previous Repossession. The Receivables are not
           secured by a security interest in a related Financed Vehicle which
           has been repossessed and is subject to redemption by the related
           Obligor; to the best knowledge of the Transferor, the Receivables are
           not secured by a security interest in a related Financed Vehicle
           which has been previously repossessed and redeemed by the original
           obligor unless approved in writing by the Note Insurer.

                (xlii)    [Reserved].

                (xliii)    Parties. As of the date of origination, the parties
           to the Receivables were the related Dealer, Referral Originator,
           PeopleFirst Finance, LLC or Capital One, F.S.B. and the Obligors.

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<PAGE>

                (xliv)     Transferor Fulfilled All Obligations. The Transferor
           and the Servicer have duly fulfilled all obligations to be fulfilled
           under or in connection with the origination, acquisition and
           assignment of the Receivables, including, without limitation, giving
           any notices or consents necessary to effect the Grant of the
           Receivables to the Indenture Trustee, and have done nothing to impair
           the rights of the Indenture Trustee, the Note Insurer, the Swap
           Counterparty or the Noteholders in payments with respect thereto.

                (xlv)      Not Subject to Transfer Taxes. The assignment of the
           Receivables by the Transferor pursuant to this Agreement is not
           subject to and will not result in any Transfer Taxes other than
           Transfer Taxes which have been or will be paid by the Transferor as
           due.

                (xlvi)     Complete and Accurate Information. The computer tape
           from which the selection was made of the Receivables being assigned
           on the Closing Date or Funding Date, as applicable, has been made
           available to any firm performing agreed upon procedures with respect
           to any information contained in the Registration Statement, and such
           information was complete and accurate as of its date and includes a
           description of the same Receivables that are described on the
           Schedule of Receivables and the payments due thereunder as of the
           Closing Date or Funding Date, as applicable.

                (xlvii)    No Early Termination or Prepayment. None of the
           Receivables permits early termination or prepayment unless the amount
           to be paid by or on behalf of the Obligor in respect of such
           prepayment or termination is at all times equal to or in excess of
           the principal value of any Receivable.

                (xlviii)   No Purchase After Cutoff Date. None of the
           Receivables was purchased by the Transferor after the applicable
           Cutoff Date.

                (xlix)     Extended Service Agreements. (A) All rights of the
           Transferor under each Extended Service Agreement relating to the
           Financed Vehicles have been assigned by the Transferor to the
           Purchaser, transferred by the Purchaser to the Issuer, and Granted by
           the Issuer to the Indenture Trustee; and (B) the Indenture Trustee
           will be entitled to receive all amounts due to an Obligor or
           lienholder upon cancellation of an Extended Service Agreement by an
           Obligor with respect to a Defaulted Receivable.

                (l)        Underwriting Guidelines. Each of the Receivables has
           been originated in accordance with the Credit Policy.

                                   ARTICLE IV

                                   CONDITIONS

     4.01  Conditions to Obligation of the Purchaser. The obligation of the
Purchaser to acquire the Receivables is subject to the satisfaction of the
following conditions:

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<PAGE>

           (a)  Representations and Warranties True. The representations and
     warranties of the Transferor hereunder shall be true and correct on the
     Closing Date or Funding Date, as the case may be, with the same effect as
     if then made, and the Transferor shall have performed all obligations to be
     performed by it hereunder on or prior to the Closing Date or Funding Date,
     as the case may be.

           (b)  Files and Records Owned by Purchaser. The Transferor shall, at
     its own expense, on or prior to the Closing Date or Funding Date, as the
     case may be, indicate in its computer files that the Receivables have been
     absolutely assigned to the Purchaser pursuant to this Agreement and the
     Transferor shall deliver to the Purchaser a Schedule of Receivables.
     Further, the Transferor hereby agrees that the Transferor's computer files
     relating to the Receivables will indicate that the Receivables are owned by
     the Purchaser.

           (c)  Documents to be Delivered by the Transferor on or in connection
     with the Closing Date or Funding Date.

                (i)    The Assignment. As of the Closing Date and each
           Funding Date, the Transferor shall execute an Assignment
           substantially in the form of Exhibit A hereto of the Receivables, the
           security interests in the related Financed Vehicles and the other
           Transferred Property being absolutely assigned by the Transferor on
           such date (as identified on the Schedule of Receivables attached to
           such Assignment).

                (ii)   Evidence of UCC Filings. On or prior to the Closing
           Date or Funding Date, as the case may be, the Transferor shall
           provide the Purchaser and the Note Insurer evidence that the
           Transferor has recorded and filed, at its own expense, (A)
           Termination Statements in each jurisdiction in which required by
           applicable law, to release any prior security interests in the
           Receivables granted by the Transferor and (B) UCC financing
           statements in each jurisdiction in which required by applicable law,
           authorized by the Transferor, as transferor or debtor, and naming the
           Purchaser, as purchaser or secured party, identifying the Receivables
           and the other Transferred Property as collateral, meeting the
           requirements of the laws of each such jurisdiction and in such manner
           as is necessary to perfect the contribution, transfer, assignment and
           conveyance of such Receivables to the Purchaser. The Transferor shall
           deliver the Perfection UCC's, or other evidence satisfactory to the
           Purchaser and the Note Issuer of such filing, to the Indenture
           Trustee within thirty (30) days following the Closing Date or Funding
           Date, as the case may be, or promptly following such later date as
           such file-stamped copies or other evidence is received by or on
           behalf of the Purchaser.

                (iii)  Other Documents. Such other documents as the
           Purchaser may reasonably request.

           (d)  Documents to be Delivered by the Transferor in Connection with
     the Closing Date or Funding Date. Within two (2) Business Days preceding
     the Closing Date or Funding Date, as the case may be, the Transferor shall
     deliver or cause to be delivered to the Custodian or its designated bailee
     thereof, the Custodian File. Such

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<PAGE>

     delivery of Custodian Files shall be accompanied by a Certificate of
     Delivery substantially in the form of Exhibit B hereto if COAF is not the
     Servicer; provided, however, that, with respect to the Custodian Files
     delivered pursuant to this subsection (d) of this Section 4.01, any
     original Certificate of Title or other evidence of lien of the Transferor
     (or, in the case of a Referral Receivable, the applicable Referral
     Originator) not so delivered to the Custodian due to the fact that such
     title or other evidence of lien has not yet been issued by a State Title
     Registration Agency and delivered to or on behalf of the Transferor shall
     be delivered by the Transferor to the Custodian promptly following receipt
     thereof by the Transferor.

           (e)  Other Transactions. The transactions contemplated by the
     Indenture, the Contribution Agreement and the Servicing Agreement shall be
     consummated on the Closing Date.

     4.02  Conditions to Obligation of the Transferor. The obligation of the
Transferor to absolutely assign the Receivables to the Purchaser on the Closing
Date or a Funding Date, as the case may be, is subject to the satisfaction of
the following conditions:

           (a)  Representations and Warranties True. The representations and
     warranties of the Purchaser hereunder shall be true and correct on the
     Closing Date or Funding Date, as the case may be, with the same effect as
     if then made, and the Purchaser shall have performed all obligations to be
     performed by it hereunder on or prior to the Closing Date or Funding Date,
     as the case may be.

           (b)  Proceedings. All corporate and legal proceedings and all
     instruments in connection with the transactions contemplated by this
     Agreement shall be satisfactory in form and substance to the Transferor,
     and the Transferor shall have received from the Purchaser copies of all
     documents (including, without limitation, records of applicable
     proceedings) relevant to the transactions herein contemplated as the
     Transferor may reasonably have requested.

                                   ARTICLE V

                           COVENANTS OF THE TRANSFEROR

     The Transferor agrees with the Purchaser as follows:

     5.01  Protection of Right, Title and Interest.

           (a)  Filings. The Transferor shall cause all financing statements and
     continuation statements and any other necessary documents covering the
     right, title and interest of the Purchaser in and to the Receivables and
     the other Transferred Property to be promptly filed, and at all times to be
     kept recorded, registered and filed, all in such manner and in such places
     as may be required by law fully to preserve and protect the right, title
     and interest of the Purchaser hereunder or the Indenture Trustee to the
     Receivables and the other Transferred Property. The Transferor shall
     deliver or cause to be delivered to or at the direction of the Purchaser,
     file-stamped copies of, or filing receipts for, any document recorded,
     registered or filed as provided above, as soon as

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<PAGE>

     available following such recordation, registration or filing. The Purchaser
     shall cooperate fully with the Transferor in connection with the
     obligations set forth above and will authorize any and all documents
     reasonably required to fulfill the intent of this Section 5.01(a).

           (b)  Name Change. Within fifteen (15) days after the Transferor makes
     any change in its name, identity, jurisdiction of organization or corporate
     structure which would make any financing statement or continuation
     statement filed in accordance with paragraph (a) above seriously misleading
     within the applicable provisions of Section 9-508 of the UCC or any title
     statute, the Transferor shall give the Purchaser, the Note Insurer, the
     Issuer, the Swap Counterparty and the Indenture Trustee notice of any such
     change and no later than five (5) days after the effective date thereof the
     Transferor shall file such financing statements or amendments as may be
     necessary to continue the perfection of the Purchaser's security interest
     in the Transferred Property.

     5.02  Other Liens or Interests. Except for the assignments hereunder, the
Transferor will not sell, pledge, assign or transfer to any other person, or
grant, create, incur, assume or suffer to exist any Lien on, any interest
therein, and the Transferor shall defend the right, title, and interest of the
Purchaser in, to and under the Receivables against all claims of third parties
claiming through or under the Transferor and the Transferor warrants that it
will defend the security interest of the Indenture Trustee in the Financed
Vehicles against all Persons; provided, however, that the Transferor's
obligations under this Section 5.02 shall terminate upon the termination of the
Indenture.

     5.03  Principal Executive Office. Since its inception, the Transferor has
maintained its principal executive office in the State of Texas.

     5.04  Transfer Taxes. In the event that the Purchaser, the Issuer or the
Indenture Trustee receives actual notice of any Transfer Taxes arising out of
the transfer, assignment and conveyance of the Receivables on written demand by
the Purchaser, the Issuer or the Indenture Trustee, or upon the Transferor's
otherwise being given notice thereof by the Purchaser, the Issuer or the
Indenture Trustee, the Transferor shall pay, and otherwise indemnify and hold
the Purchaser, the Owner Trustee, the Issuer, the Indenture Trustee, the Swap
Counterparty (unless the Interest Rate Swap Agreement has been terminated and
all amounts owed to the Swap Counterparty have been paid in full) and the Note
Insurer harmless, on an after-tax basis, from and against any and all such
Transfer Taxes (it being understood that the Noteholders, the Swap Counterparty
(unless the Interest Rate Swap Agreement has been terminated and all amounts
owed to the Swap Counterparty have been paid in full), the Indenture Trustee,
the Owner Trustee, the Issuer, the Purchaser and the Note Insurer shall have no
obligation to pay such Transfer Taxes.

     5.05  Costs and Expenses. The Transferor agrees to pay all reasonable costs
and disbursements in connection with the perfection, as against all third
parties, of the absolute assignment to the Purchaser of the Transferor's right,
title and interest in and to the Receivables.

     5.06  [Reserved].

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<PAGE>

     5.07  Location of Servicer Files. The Servicer Files, exclusive of the
Custodian Files, are to be kept at the Servicer's principal executive office.
The Custodian Files are to be kept at the Custodian's principal executive
office, such other office of the Custodian as specified in the Indenture or at
the Custodian's agent or designated designee.

     5.08  [Reserved].

     5.09  Assignment of Receivables. The Transferor will take no action
inconsistent with the Purchaser's ownership of the Receivables. If a third
party, including a potential purchaser of the Receivables, should inquire, the
Transferor will promptly indicate that ownership of the Receivables has been
absolutely assigned to the Purchaser.

     5.10  Transferor's Records. This Agreement and all related documents
describe the transfer of the Receivables from the Transferor as an absolute
assignment by the Transferor to the Purchaser and evidence the clear intention
by the Transferor to effectuate an absolute assignment of such Receivables. The
financial statements and tax returns of the Transferor will disclose that, under
generally accepted accounting principles, and for federal income tax purposes,
the Transferor transferred ownership of the Receivables to the Purchaser.

     5.11  [Reserved].

     5.12  Cooperation by Transferor.

           (a)  The Transferor will cooperate fully and in a timely manner with
     the Purchaser, the Servicer, the Issuer or the Indenture Trustee in
     connection with: (i) the filing of any claims with an insurer or any agent
     of any insurer under any insurance policy affecting an Obligor or any of
     the Financed Vehicles; (ii) supplying any additional information as may be
     requested by the Purchaser, the Indenture Trustee, the Servicer, the
     Issuer, the Indenture Trustee or any such agent or insurer in connection
     with the processing of any such claim; and (iii) the execution or
     endorsement of any check or draft made payable to the Transferor
     representing proceeds from any such claim. The Transferor shall take all
     such actions as may be reasonably requested by the Purchaser, the Issuer,
     the Servicer, the Note Insurer or the Indenture Trustee to protect the
     rights of the Purchaser or the Indenture Trustee on behalf of the
     Noteholders, the Swap Counterparty (unless the Interest Rate Swap Agreement
     has been terminated and all amounts owed to the Swap Counterparty have been
     paid in full) and the Note Insurer in and to any proceeds under any and all
     of the foregoing insurance policies. The Transferor shall not take or cause
     to be taken any action which would impair the rights of the Purchaser or
     the Indenture Trustee on behalf of the Noteholders, the Swap Counterparty
     (unless the Interest Rate Swap Agreement has been terminated and all
     amounts owed to the Swap Counterparty have been paid in full) and the Note
     Insurer in and to any proceeds under any of the foregoing insurance
     policies.

           (b)  The Transferor shall, within two (2) Business Days of receipt
     thereof, endorse any check or draft payable to the Transferor representing
     insurance proceeds and (i) in the event there are no other payees on such
     check or draft, deposit such check or draft into the Collection Account and
     (ii) in the event such check or draft is also payable

                                   19   2003-A Transfer and Assignment Agreement

<PAGE>

     to the Indenture Trustee on behalf of the Noteholders, the Swap
     Counterparty (unless the Interest Rate Swap Agreement has been terminated
     and all amounts owed to the Swap Counterparty have been paid in full) and
     the Note Insurer, forward, via overnight courier, such endorsed check or
     draft to the Indenture Trustee for endorsement and return. The Transferor
     will hold in trust and remit to the Indenture Trustee, within two (2)
     Business Days of receipt thereof, any funds received with respect to the
     Receivables after the Cutoff Date.

     5.13  Assignment of Additional Receivables. The Transferor shall use its
best efforts to make available for assignment to the Purchaser, on each Funding
Date, all Receivables acquired by the Transferor which meet the eligibility
criteria set forth herein as of such date. This covenant and agreement shall be
for the benefit of the Purchaser, the Issuer, the Indenture Trustee and the Note
Insurer or, if a Note Insurer Default has occurred and is continuing, the
Holders of the Notes, the Swap Counterparty (unless the Interest Rate Swap
Agreement has been terminated and all amounts owed to the Swap Counterparty have
been paid in full) and any such Person may enforce its legal or equitable
rights, remedies or claims hereunder.

     5.14  Notice of Breach. The Purchaser and the Transferor shall notify the
Indenture Trustee, the Issuer, the Note Insurer, the Swap Counterparty (unless
the Interest Rate Swap Agreement has been terminated and all amounts owed to the
Swap Counterparty have been paid in full) and the Owner Trustee promptly, in
writing, of any breach of the representations and warranties or covenants of the
Transferor or the Purchaser contained herein.

                                   ARTICLE VI

                                   [RESERVED]

                                  ARTICLE VII

                            MISCELLANEOUS PROVISIONS

     7.01  Obligations of Transferor. The obligations of the Transferor under
this Agreement shall not be affected by reason of any invalidity, illegality or
irregularity of any Receivable.

     7.02  Repurchase Events. The Transferor hereby covenants and agrees to
deliver to the Purchaser and the Note Insurer prompt written notice of the
occurrence of a breach of any of the representations and warranties of the
Transferor contained in Section 3.02(b) hereof with respect to a Receivable
absolutely assigned hereunder.

           (a)  The Transferor and the Purchaser, as applicable, shall inform
     the Issuer, the Servicer (if the Servicer is not the Transferor), the Note
     Insurer, the Indenture Trustee and the Swap Counterparty promptly, in
     writing, upon (i) the discovery of any event, that if it continues uncured
     will, with the lapse of time and/or the giving of notice, constitute an
     Eligibility Repurchase Event or a Custodian File Repurchase Event and (ii)
     the occurrence of the day that is 10 days prior to the First Title Delivery
     Date of each

                                   20   2003-A Transfer and Assignment Agreement

<PAGE>

     Receivable for which no Certificate of Title has been delivered to the
     Custodian or its agent (unless notice of such occurrence has been delivered
     by the Servicer pursuant to Section 2.07 of the Servicing Agreement).
     Except as specifically provided in the Servicing Agreement or Indenture,
     the Indenture Trustee has no obligation to review or monitor the
     Transferred Property for compliance with representations and warranties,
     delivery requirements or payments. Upon the occurrence of a Repurchase
     Event, the Purchaser shall assign to the Transferor the related Receivable
     and the other related items of Transferred Property and the Transferor
     shall accept such assignment from the Purchaser and the Transferor shall
     deposit (or cause the deposit of) the Repurchase Price for such Receivable
     into the Collection Account within five (5) Business Days following the
     occurrence of such Repurchase Event. The Issuer shall be entitled to
     enforce the obligations of the Purchaser, the Transferor and the applicable
     Dealer under this Agreement and the applicable Dealer Agreements,
     respectively, to remit the Repurchase Price for deposit into the Collection
     Account. The Indenture Trustee and the Note Insurer are authorized by the
     parties hereto to take action on behalf of the Issuer to enforce the
     obligations of the Transferor to repurchase Receivables under this
     Agreement, and to enforce the obligation of a Dealer to repurchase such
     Receivable under the applicable Dealer Agreement.

           (b)  The (i) obligation of the Transferor to repurchase Receivables
     and to deposit the Repurchase Price for such Receivables pursuant to
     Section 7.02 of this Agreement, (ii) the obligation of Purchaser to
     repurchase Receivables and to deposit (or cause the deposit of) the
     Repurchase Price for such Receivables pursuant to Section 7.02 of the
     Contribution Agreement, (iii) the obligation of the Issuer to release the
     Lien of the Indenture with respect to Repurchased Receivables and related
     Trust Property pursuant to Section 2.15 of the Indenture and (iv) the
     indemnification provisions expressly set forth in the Indenture, the
     Servicing Agreement, the Contribution Agreement, this Agreement and the
     Insurance Agreement which specifically relate to Repurchased Receivables
     shall constitute the only remedies for Repurchase Events available to the
     Indenture Trustee, the Note Insurer, the Swap Counterparty, any other party
     to a Transaction Document or the Noteholders.

     7.03  Purchaser's Assignment of Repurchased Receivables. With respect to
any Repurchased Receivable, the Purchaser shall assign, without recourse,
representation or warranty, to the Transferor all the Purchaser's right, title
and interest in and to such Repurchased Receivable, and all Transferred Property
relating thereto.

     7.04  Subsequent Transfer and Pledge. The Transferor acknowledges that (a)
the Purchaser will absolutely assign the Receivables and the other Transferred
Property along with the Purchaser's rights and benefits hereunder to the Issuer
pursuant to the terms of the Contribution Agreement, (b) the Issuer will Grant
the Receivables and the other Transferred Property along with the Issuer's
rights and benefits under the Contribution Agreement and hereunder to the
Indenture Trustee pursuant to the terms of the Indenture and (c) the terms and
provisions hereof are intended to benefit the Noteholders, the Swap Counterparty
(unless the Interest Rate Swap Agreement has been terminated and all amounts
owed to the Swap Counterparty have been paid in full) and the Note Insurer. The
Transferor hereby consents to such assignments and Grants.

                                   21   2003-A Transfer and Assignment Agreement

<PAGE>

     7.05  Amendment. This Agreement may be amended, restated or supplemented
from time to time by a written agreement duly executed and delivered by the
Transferor and the Purchaser, but only with (a) fifteen (15) days' prior written
notice to the Rating Agencies and (b) the prior written consent of the Note
Insurer. No amendment to this Agreement shall be effective as to the Servicer,
to the extent such amendment is disadvantageous in any respect to the Servicer,
unless the Servicer has given its written consent to the amendment. The
Transferor shall deliver to the Persons identified on a list provided to the
Transferor by the Indenture Trustee, as such list may be amended from time to
time, a copy of any amendment to this Agreement.

     7.06  Waivers. No failure or delay on the part of the Purchaser or the Note
Insurer in exercising any power, right or remedy under this Agreement or an
Assignment shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or remedy preclude any other or further
exercise thereof or the exercise of any other power, right or remedy. Any waiver
of the terms and provisions hereof must be in writing and must be consented to
in writing by the Indenture Trustee and the Note Insurer.

     7.07  Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be delivered personally or mailed by
first-class registered or certified mail, postage prepaid, or by telephonic
facsimile transmission and overnight delivery service, postage prepaid, to any
party at the address set forth in Section 14.04(b) of the Indenture or at such
other address as may be designated by it by notice to the other party and shall
be deemed given when so delivered, or if mailed. Any notice to the Note Insurer
shall be given in accordance with the terms of the Insurance Agreement.

     7.08  Costs and Expenses. The Transferor shall pay all expenses, including
fees and expenses of counsel, incident to the performance of its obligations
under this Agreement and the Transferor agrees to pay all reasonable
out-of-pocket costs and expenses, including reasonable attorneys fees in
connection with the enforcement of any obligation of the Transferor hereunder.
The Purchaser shall pay all expenses, including fees and expenses of counsel,
incident to the performance of its obligations under this Agreement.

     7.09  Representations. The respective agreements, representations,
warranties and other statements by the Transferor and the Purchaser set forth in
or made pursuant to this Agreement shall remain in full force and effect and
will survive the Closing Date under Section 2.02 hereof and each Funding Date
under Section 2.03.

     7.10  Confidential Information. The Purchaser agrees that it will neither
use nor disclose to any person other than the Note Insurer, the Indenture
Trustee, the Owner Trustee, the Issuer and the Holders of the Notes the names
and addresses of the Obligors, except in connection with the enforcement of the
Purchaser's rights hereunder, under the Receivables, or any agreement relating
to the Receivables or as required by law.

     7.11  Headings and Cross-References. The various headings in this Agreement
are included for convenience only and shall not affect the meaning or
interpretation of any provision of this Agreement. References in this Agreement
to Section names or numbers are to such Sections of this Agreement.

                                   22   2003-A Transfer and Assignment Agreement

<PAGE>

     7.12  Governing Law. This Agreement and the Assignment shall be governed by
and construed in accordance with the internal laws of the State of Texas.

     7.13  Counterparts. This Agreement may be executed in two or more
counterparts and by different parties on separate counterparts, each of which
shall be an original, but all of which together shall constitute one and the
same instrument.

     7.14  No Bankruptcy Petition Against the Issuer or the Purchaser. The
Transferor agrees that, prior to the date that is one year and one day after the
payment in full of all amounts payable with respect to the Class A Notes and the
Class B Notes, it will not institute against the Issuer or the Purchaser, or
join any other Person in instituting against the Issuer or the Purchaser, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or other proceedings under the laws of the United States or any state of the
United States. This Section 7.14 shall survive the termination of the Indenture.

     7.15  Third Party Beneficiaries. This Agreement shall inure to the benefit
of the Note Insurer, the Indenture Trustee, the Swap Counterparty (unless the
Interest Rate Swap Agreement has been terminated and all amounts owed to any
Swap Counterparty have been paid in full) and their respective successors and
assigns and if a Note Insurer Default has occurred and is continuing or if the
Aggregate Outstanding Principal Balance of the Class A Notes (and all interest
accrued thereon) has been reduced to zero and all Reimbursement Obligations and
reimbursement of all Swap Termination Payments paid under the Swap Policy due to
the Note Insurer shall have been paid in full, the Class B Noteholders. Without
limiting the generality of the foregoing, all representations, covenants and
agreements in this Agreement which expressly confer rights upon the Issuer, the
Note Insurer or the Indenture Trustee shall be for the benefit of and run
directly to the Issuer, the Indenture Trustee, the Swap Counterparty (unless the
Interest Rate Swap Agreement has been terminated and all amounts owed to the
Swap Counterparty have been paid in full) and the Note Insurer or, if a Note
Insurer Default has occurred and is continuing or if the Aggregate Outstanding
Principal Balance of the Class A Notes (and all interest accrued thereon) has
been reduced to zero and all Reimbursement Obligations and reimbursement of all
Swap Termination Payments paid under the Swap Policy due to the Note Insurer
shall have been paid in full, the Class B Noteholders. The Indenture Trustee,
the Swap Counterparty (unless the Interest Rate Swap Agreement has been
terminated and all amounts owed to the Swap Counterparty have been paid in full)
and the Note Insurer or, if a Note Insurer Default has occurred and is
continuing or if the Aggregate Outstanding Principal Balance of the Class A
Notes (and all interest accrued thereon) has been reduced to zero and all
Reimbursement Obligations and reimbursement of all Swap Termination Payments
paid under the Swap Policy due to the Note Insurer shall have been paid in full,
the Class B Noteholders shall be entitled to rely on and enforce such
representations, covenants and agreements to the same extent as if it were a
party hereto.

     7.16  Limitation and Subordination of Obligations. The Purchaser's
obligations under this Agreement are obligations solely of the Purchaser and
will not constitute a claim against the Purchaser to the extent that the
Purchaser does not have funds sufficient to make payment of such obligations. In
furtherance of and not in derogation of the foregoing, the Transferor, by
entering into or accepting this Agreement, acknowledges and agrees that it has
no right, title or interest in or to the Other Assets of the Purchaser. To the
extent that, notwithstanding the

                                   23   2003-A Transfer and Assignment Agreement

<PAGE>

agreements and provisions contained in the preceding sentence, the Transferor
either (i) asserts an interest or claim to, or benefit from, Other Assets, or
(ii) is deemed to have any such interest, claim to, or benefit in or from Other
Assets, whether by operation of law, legal process, pursuant to applicable
provisions of insolvency laws or otherwise (including by virtue of Section
1111(b) of the Bankruptcy Code or any successor provision having similar effect
under the Bankruptcy Code), then the Transferor further acknowledges and agrees
that any such interest, claim or benefit in or from Other Assets is and will be
expressly subordinated to the indefeasible payment in full, which, under the
terms of the relevant documents relating to the securitization or conveyance of
such Other Assets, are entitled to be paid from, entitled to the benefits of, or
otherwise secured by such Other Assets (whether or not any such entitlement or
security interest is legally perfected or otherwise entitled to a priority of
distributions or application under applicable law, including insolvency laws,
and whether or not asserted against the Purchaser), including the payment of
post-petition interest on such other obligations and liabilities. This
subordination agreement will be deemed a subordination agreement within the
meaning of Section 510(a) of the Bankruptcy Code. The Transferor further
acknowledges and agrees that no adequate remedy at law exists for a breach of
this Section 7.16 and the terms of this Section 7.16 may be enforced by an
action for specific performance. The provisions of this Section 7.16 will be for
the third party benefit of those entitled to rely thereon and will survive the
termination of this Agreement.

                                   24   2003-A Transfer and Assignment Agreement

<PAGE>

     IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
and year first above written.

                                       CAPITAL ONE AUTO FINANCE, INC.,
                                        as Transferor


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


                                       CAPITAL ONE AUTO RECEIVABLES,
                                        LLC, as Purchaser


                                       By:      /s/ Albert A. Ciafre
                                          --------------------------------------
                                                 Albert A. Ciafre
                                              Assistant Vice President

                                  S-1   2003-A Transfer and Assignment Agreement

<PAGE>

                                   SCHEDULE I

              PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

     In addition to the representations, warranties and covenants contained in
the Agreement, the Transferor hereby represents, warrants, and covenants to the
Seller as to itself as follows on the Closing Date and on each Payment Date
thereafter:

                                     General

1.   The Agreement creates a valid and continuing security interest (as defined
in UCC Section 9-102) in the Collateral in favor of the Seller, which security
interest is prior to all other Liens, and is enforceable as such as against
creditors of and purchasers from the Transferor.

2.   Each Receivable constitutes either "chattel paper", an "account", an
"instrument" or a "payment intangible", within the meaning of UCC Section 9-102.

3.   COAF has taken or will take all steps necessary to perfect its security
interest against the Obligors in the Financed Vehicles.

                                    Creation

4.   The Transferor owns and has good and marketable title to the Collateral
free and clear of any Lien, claim or encumbrance of any Person, excepting only
liens for taxes, assessments or similar governmental charges or levies incurred
in the ordinary course of business that are not yet due and payable or as to
which any applicable grace period shall not have expired, or that are being
contested in good faith by proper proceedings and for which adequate reserves
have been established, but only so long as foreclosure with respect to such a
lien is not imminent and the use and value of the property to which the Lien
attaches is not impaired during the pendency of such proceeding.

                                   Perfection

5.   The Transferor has caused or will have caused, within ten days after the
effective date of the Indenture, the filing of all appropriate financing
statements in the proper filing office in the appropriate jurisdictions under
applicable law in order to perfect the contribution and sale of the Transferred
Property from COAF to the Seller, the transfer and sale of the Transferred
Property from the Seller to the Issuer, and the security interest in the
Collateral granted to the Indenture Trustee hereunder.

6.   With respect to Collateral that constitutes tangible chattel paper, such
tangible chattel paper is in the possession of the Custodian and the Indenture
Trustee has received a written acknowledgment from the Custodian that the
Custodian is holding such tangible chattel paper solely on behalf and for the
benefit of the Indenture Trustee.

                                  I-1   2003-A Transfer and Assignment Agreement

<PAGE>

                                    Priority

7.   Neither the Transferor, the Servicer nor the Issuer has authorized the
filing of, or is aware of any financing statements against either the Seller,
the Transferor or the Issuer that include a description of the Collateral, the
Transferred Property and proceeds related thereto other than any financing
statement (i) relating to the sale of Transferred Property by the Transferor to
the Seller under the Agreement, (ii) relating to the contribution of Transferred
Property by the Seller to the Issuer under the Contribution Agreement, (iii)
relating to the security interest granted to the Indenture Trustee hereunder, or
(iv) that has been terminated.

8.   Neither the Seller, the Transferor nor the Issuer is aware of any
judgment, ERISA or tax lien filings against either the Seller, the Transferor or
the Issuer.

9.   None of the tangible chattel paper that constitute or evidence the
Receivables has any marks or notations indicating that they have been pledged,
assigned or otherwise conveyed to any Person other than the Indenture Trustee.

                     Survival of Perfection Representations

10.  Notwithstanding any other provision of the Agreement, the Contribution
Agreement, the Indenture or any other Transaction Document, the Perfection
Representations contained in this Schedule shall be continuing, and remain in
full force and effect (notwithstanding any replacement of the Servicer or
termination of Servicer's rights to act as such) until such time as all
obligations under the Agreement, Contribution Agreement and the Indenture have
been finally and fully paid and performed.

                                    No Waiver

11.  The parties hereto: (i) shall not, without obtaining a confirmation of the
then-current rating of the Class A Notes, waive any of the Perfection
Representations; (ii) shall provide the Ratings Agencies with prompt written
notice of any breach of the Perfection Representations, and shall not, without
obtaining a confirmation of the then-current rating of the Class A Notes (as
determined after any adjustment or withdrawal of the ratings following notice of
such breach) waive a breach of any of the Perfection Representations.

                                  I-2   2003-A Transfer and Assignment Agreement

<PAGE>

                                    EXHIBIT A

                                   ASSIGNMENT

     For value received this ___ day of ____________, 200_, in the form of cash,
in accordance with terms of the Transfer and Assignment Agreement dated as of
June 3, 2003 (the "Transfer and Assignment Agreement") by and between Capital
One Auto Finance, Inc., as transferor (the "Transferor"), and Capital One Auto
Receivables, LLC, as purchaser (the "Purchaser"), the undersigned does hereby
contribute, assign, transfer and otherwise convey unto the Purchaser, without
recourse except as set forth in the Transfer and Assignment Agreement, all of
the Transferor's right, title and interest, whether now or hereafter existing,
in and to (i) the [Subsequent] Receivables identified on the Schedule of
Receivables and all moneys received thereon (including amounts received on any
Extended Service Agreements relating thereto), after the respective Cutoff Date
(except for interest accrued as of the respective Cutoff Date and actually
received subsequent to such Cutoff Date which will be paid to the Transferor),
(ii) a security interest in the Financed Vehicles granted by the Obligors
pursuant to such [Subsequent] Receivables and the Certificates of Title to such
Financed Vehicles; (iii) the interest of the Transferor in any proceeds from
claims on any physical damage, credit life, risk default, disability or other
insurance policies covering the Financed Vehicles or the Obligors or refunds in
connection with Extended Service Agreements relating to Defaulted Receivables
from the applicable Cutoff Date; (iv) any property (including the right to
receive future Liquidation Proceeds) that shall secure a [Subsequent]
Receivable, (v) all right, title and interest of the Transferor in and to any
recourse against any Dealer pursuant to the applicable Dealer's Agreement; (vi)
the original Contracts relating to the [Subsequent] Receivables; and (vii) the
proceeds of any and all of the foregoing. The foregoing contribution,
assignment, transfer and conveyance does not constitute and is not intended to
result in any assumption by the Purchaser of any obligation of the undersigned
to the Obligors, insurers or any other person in connection with the
[Subsequent] Receivables, Servicer Files (as defined in the Servicing
Agreement), any insurance policies or any agreement or instrument relating to
any of them.

     This Assignment is made pursuant to and upon the representations,
warranties and agreements on the part of the undersigned contained in the
Transfer and Assignment Agreement and is to be governed by the Transfer and
Assignment Agreement.

     Capitalized terms used herein and not otherwise defined herein shall have
the meaning assigned to them in the Transfer and Assignment Agreement.

                                  A-1   2003-A Transfer and Assignment Agreement

<PAGE>

     IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly
executed as of the date first written above.

                                       CAPITAL ONE AUTO FINANCE, INC.,


                                       By:  /s/
                                          --------------------------------------

                                  A-2   2003-A Transfer and Assignment Agreement

<PAGE>

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF DELIVERY

     In connection with the absolute assignment of certain auto loan receivables
by Capital One Auto Finance, Inc. (the "Transferor") to Capital One Auto
Receivables, LLC pursuant to the Transfer and Assignment Agreement, the
undersigned, as servicer (the "Servicer"), hereby certifies that the documents
included in the definition of "Custodian File" are included in the Custodian
File delivered to Capital One Auto Finance, Inc., as Custodian ("Custodian") on
behalf of JPMorgan Chase Bank, as indenture trustee ("Indenture Trustee")
pursuant to the terms of that certain Indenture dated as of June 3, 2003 by and
between Capital One Auto Finance Trust 2003-A, and the Indenture Trustee (the
"Indenture") for each of the Receivables listed on the attached Schedule of
Receivables. Unless otherwise defined herein, capitalized terms have the
meanings set forth in Section 1.01 of the Indenture. Notwithstanding the
foregoing, any original Certificate of Title or other evidence of lien of the
Transferor (or, in the case of a Referral Receivable, the applicable Referral
Originator) not so delivered to the Custodian due to the fact that such title or
other evidence of lien has not yet been issued by a State Title Registration
Agency and delivered to or on behalf of the Transferor shall be delivered by the
Transferor to the Custodian promptly following receipt thereof by the
Transferor.

                                       CAPITAL ONE AUTO FINANCE, INC.


     Date:  ___________, 200___        By:  /s/
                                          --------------------------------------

                                        2003-A Transfer and Assignment Agreement