**Exhibit 10.2**

[Letterhead of Capital One Bank]

As of January 1, 2006

Capital One Services, Inc.

1680 Capital One Drive

McLean,Virginia 22102

Re:     Subservicing Agreement (the “SubservicingAgreement”)

Ladiesand Gentlemen:

Capital One Bank (“COB”) has agreed to act asthe Servicer (the “Servicer”) under the Amended and Restated Pooling andServicing Agreement, dated as of September 30, 1993, as amended andrestated as of August 1, 2002 and the date hereof (the “Pooling andServicing Agreement”), by and among the Servicer, Capital One Funding, LLC,as Transferor (the “Transferor”), and The Bank of New York, as theTrustee (the “Trustee”). Capitalized terms used herein but not definedhave the meanings given in the Pooling and Servicing Agreement. For good andvaluable consideration, the receipt and sufficiency of which is herebyacknowledged, the parties hereto hereby agree as follows:

As of the date hereof, the Servicer hereby appointsCapital One Services, Inc. (“COSI”), as subservicer (the “Subservicer”)to service and administer the Receivables. COSI hereby agrees to service andadminister the Receivables in accordance with the terms of the Pooling andServicing Agreement and hereby accepts the duties and obligations of theServicer under the Pooling and Servicing Agreement.

The Subservicer shall remit, or cause to be remitted,all Collections it receives or which are remitted to an account of COSI notlater than two (2) Business Days after receipt, to the Collection Account.

The Subservicer hereby agrees to service andadminister the Receivables in accordance with this Subservicing Agreement andin accordance with the standards applicable to the Servicer under the Poolingand Servicing Agreement. The Subservicer shall have full power and authority,acting alone, to do any and all things in connection with such servicing andadministration that the Servicer may do under the Pooling and ServicingAgreement and as it may deem necessary or desirable and, subject to theforegoing and the provisions of the Pooling and Servicing Agreement, to executeand deliver in the Subservicer’s own name on behalf of the Issuer, any and allinstruments of satisfaction or cancellation, or of partial or full release ordischarge, and all other comparable instruments, with respect to eachReceivable and its Related Account.

As of the date hereof, the Subservicer represents andwarrants that COSI is a Delaware corporation, duly organized, validly existingand in good standing under the laws of the State of Delaware and has all powerand all material governmental licenses, authorizations, consents and approvalsrequired to carry on its business in each jurisdiction which its business isnow conducted and to enter into and perform this Subservicing Agreement.

Notwithstanding the delegation of servicing set forthin this Subservicing Agreement, the Servicer hereby acknowledges that suchdelegation shall not relieve the Servicer of its duties under the Pooling andServicing Agreement and that the Servicer shall remain obligated and liable tothe Transferor and the Trustee for its duties under the Pooling and ServicingAgreement as if the Servicer alone were performing such duties.

COSI hereby agrees that COB may, at its solediscretion, at any time and from time to time, terminate COSI as Subservicer orterminate any or all of the Subservicer’s duties in whole or in part.

  

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**THIS SUBSERVICING AGREEMENT SHALL BECONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUTREFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS ANDREMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCHLAWS.**

This Subservicing Agreement may be executed in anynumber of counterparts, each of which so executed shall be deemed to be anoriginal, but all of such counterparts shall together constitute but one andthe same instrument.

Each of the parties hereto hereby irrevocably andunconditionally:

(a) submits for itself and its property in any legalaction or proceeding relating to this Subservicing Agreement or any documentsexecuted and delivered in connection herewith, or for recognition andenforcement of any judgment in respect thereof, to the nonexclusive generaljurisdiction of the courts of the State of New York, the courts of the UnitedStates of America for the Southern District of New York and appellate courtsfrom any thereof;

(b) consents that any such action or proceeding may bebrought in such courts and waives any objection that it may now or hereafterhave to the venue of such action or proceeding in any such court or that suchaction or proceeding was brought in an inconvenient court and agrees not toplead or claim the same;

(c) agrees that service of process in any such actionor proceeding may be effected by mailing a copy thereof by registered or certifiedmail (or any substantially similar form of mail), postage prepaid (i) inthe case of the Servicer, at the address listed in Section 13.05 of thePooling and Servicing Agreement and (ii) in the case of the Subservicer,to it at 1680 Capital One Drive, McLean, Virginia 22102; and

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

This Subservicing Agreement shall be binding upon andinure to the benefit of the parties hereto and their respective successors andpermitted assigns. This Subservicing Agreement shall create and constitute thecontinuing obligations of the parties hereto in accordance with its terms, andshall remain in full force and effect until such time as the parties heretoshall agree.

The Trustee and its successors and permitted assignsshall be third party beneficiaries to this Subservicing Agreement entitled toenforce the provisions hereof as if a party hereto. Except as otherwiseprovided in the previous sentence, no Person other than COB or COSI will haveany right hereunder.

By signing below, COSIconfirms its acceptance of the terms of this agreement as of the date firstabove written.
|                                      | Very truly yours,               |
|--------------------------------------|---------------------------------|
|                                 |                            |
|                                 | CAPITAL ONE BANK                |
|                                 |                            |
|                                 | By:                             | /s/ James M.  Campbell |   |
|                                 | Name: James M.  Campbell        |
|                                 | Title: Chief  Financial Officer |
| AGREED AND  ACCEPTED                 |
| as of the date  first above written: |
|                                 |
|                                 |
| CAPITAL ONE  SERVICES, INC.          |
| By:                                  | /s/ Gary Perlin                 |   |
| Name:  Gary Perlin              |
| Title:  Chief Financial Officer |
|                                      |                                 |  |  |  |  |

 

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