Underwriting Agreement

Exhibit 1.1(b)

CAPITAL ONE MULTI-ASSET EXECUTION TRUST

CARD SERIES

CLASS A(2008-3)

ASSET BACKED NOTES

TERMS AGREEMENT

Dated: April 9, 2008

CAPITAL ONE FUNDING, LLC

Series Designation:                 Card series

Registration Statement:         Nos. 333-142033, 333-142033-01 and 333-142033-02

Terms of the Notes:

Interest Payment Dates:

The 15 ^th day of each month (or, if not a Business Day, the next succeeding Business Day), commencing in May 2008.

Underwriters:

The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above-referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof.

Note Ratings:

Aaa by Moody’s

AAA by Standard & Poor’s

AAA by Fitch

Owner Trustee: Deutsche Bank Trust Company Delaware.

Indenture Trustee: The Bank of New York.

Indenture: The Indenture, dated as of October 9, 2002 and as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, between Capital One Multi-asset Execution Trust (the “Issuer”) as Issuer and The Bank of New York, as Indenture Trustee.

Asset Pool Supplement: The Asset Pool 1 Supplement, dated as of October 9, 2002, and as amended by the First Amendment thereto, dated as of March 1, 2008, between the Issuer and the Indenture Trustee, as amended and supplemented from time to time.

Indenture Supplement: The Card Series Indenture Supplement, dated as of October 9, 2002, and as amended by the First Amendment thereto, dated as of March 1, 2008.

Terms Document: The Class A(2008-3) Terms Document, dated as of April 16, 2008.

Pooling and Servicing Agreement: The Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993 and as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, respectively, and as amended by the First Amendment thereto, dated as of March 1, 2008, among Capital One Funding, LLC, as Transferor, Capital One Bank (USA), National Association, as Servicer and the Bank of New York, as Master Trust Trustee.

Series Supplement: The Series 2002-CC Series Supplement, dated as of October 9, 2002, and as amended by the First Amendment thereto, dated as of March 1, 2008.

Purchase Price:

The purchase price payable by the Underwriters for the Notes covered by this Agreement will be 99.49923% of the principal amount of Notes to be issued.

Commissions, Concessions and Discounts:

The Underwriters’ discounts and commissions, the concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the principal amount of the Notes, shall be as follows:

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