ADMINISTRATION AGREEMENT



                  This ADMINISTRATION AGREEMENT, dated as of March 1, 2002

(as the same may be amended, supplemented or otherwise modified from time

to time and in effect, this "Agreement"), is by and among MMCA AUTO OWNER

TRUST 2002-1, a Delaware business trust (the "Issuer"), MITSUBISHI MOTORS

CREDIT OF AMERICA, INC., a Delaware corporation, as administrator (the

"Administrator"), and BANK OF TOKYO-MITSUBISHI TRUST COMPANY, a New York

banking corporation, not in its individual capacity but solely as Indenture

Trustee (the "Indenture Trustee").



                            W I T N E S S E T H:

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



                  WHEREAS, the Issuer is issuing 2.00875% Class A-1 Asset

Backed Notes, 3.03% Class A-2 Asset Backed Notes, 4.15% Class A-3 Asset

Backed Notes, Floating Rate Class A-4 Asset Backed Notes, 5.37% Class B

Asset Backed Notes and 6.20% Class C Asset Backed Notes (collectively, the

"Notes") pursuant to the Indenture, dated as of March 1, 2002 (as amended,

supplemented or otherwise modified and in effect from time to time, the

"Indenture"), between the Issuer and the Indenture Trustee (terms not

defined in this Agreement shall have the meaning set forth in, or

incorporated by reference into, the Indenture or, if not defined therein,

in the amended and restated trust agreement, dated as of October 1, 1999,

between the Administrator, as beneficiary, and Chase Manhattan Bank USA,

N.A. (formerly known as Chase Manhattan Bank Delaware), a national banking

association, as trustee);



                  WHEREAS, the Issuer has entered into certain agreements

in connection with the issuance of the Notes and of certain beneficial

interests in the Issuer, including (i) a Sale and Servicing Agreement,

dated as of March 1, 2002 (as amended, supplemented or otherwise modified

and in effect from time to time, the "Sale and Servicing Agreement"), among

the Issuer, Mitsubishi Motors Credit of America, Inc., as servicer, and

MMCA Auto Receivables Trust, as seller (the "Seller"), (ii) a Letter of

Representations, dated as of the Closing Date (as amended, supplemented or

otherwise modified and in effect from time to time, the "Note Depository

Agreement"), among the Issuer, the Administrator, the Indenture Trustee and

The Depository Trust Company ("DTC") relating to the Notes, (iii) the

Interest Rate Swap Agreement and (iv) the Indenture (collectively, the

"Related Agreements");



                  WHEREAS, pursuant to the Related Agreements, the Issuer

and the Owner Trustee are required to perform certain duties in connection

with (a) the Notes and the collateral therefor pledged pursuant to the

Indenture (the "Collateral") and (b) the beneficial interests in the Issuer

(the registered holders of such interests being referred to herein as the

"Certificateholders");



                  WHEREAS, the Issuer and the Owner Trustee desire to have

the Administrator perform certain of the duties of the Issuer and the Owner

Trustee referred to in the preceding clause and to provide such additional

services consistent with the terms of this Agreement and the Related

Agreements as the Issuer and the Owner Trustee may from time to time

request; and



                  WHEREAS, the Administrator has the capacity to provide

the services required hereby and is willing to perform such services for

the Issuer and the Owner Trustee on the terms set forth herein;



                  NOW, THEREFORE, in consideration of the mutual covenants

contained herein, and other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the parties agree as

follows:



1.       Duties of the Administrator.

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



         (a)      Duties with Respect to the Related Agreements.

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



                  (i)   The Administrator agrees to perform all its duties

                        as Administrator under the Note Depository

                        Agreement. In addition, the Administrator shall

                        consult with the Owner Trustee regarding the duties

                        of the Issuer or the Owner Trustee under the

                        Related Agreements. The Administrator shall monitor

                        the performance of the Issuer and shall advise the

                        Owner Trustee when action is necessary to comply

                        with the Issuer's or the Owner Trustee's duties

                        under the Related Agreements. The Administrator

                        shall prepare for execution by the Issuer or the

                        Owner Trustee, or shall cause the preparation by

                        other appropriate persons of, all such documents,

                        reports, filings, instruments, certificates and

                        opinions that it shall be the duty of the Issuer or

                        the Owner Trustee to prepare, file or deliver

                        pursuant to the Related Agreements. In furtherance

                        of the foregoing, the Administrator shall take all

                        appropriate action that is the duty of the Issuer

                        or the Owner Trustee to take pursuant to the

                        Indenture including, without limitation, such of

                        the foregoing as are required with respect to the

                        following matters under the Indenture (references

                        are to sections of the Indenture):



                        (A)   causing the Note Register to be kept and

                              notifying the Indenture Trustee of any

                              appointment of a new Note Registrar and the

                              location, or change in location, of the Note

                              Register (Section 2.5);



                        (B)   notifying the Noteholders of the final

                              principal payment on their Notes (Section

                              2.8(e));



                        (C)   preparing or obtaining the documents and

                              instruments required for authentication of

                              the Notes and delivering the same to the

                              Indenture Trustee (Section 2.2);



                        (D)   preparing, obtaining or filing of the

                              instruments, opinions and certificates and

                              other documents required for the release of

                              collateral (Section 2.10);



                        (E)   maintaining an office in the Borough of

                              Manhattan, City of New York, for registration

                              of transfer or exchange of the Notes (Section

                              3.2);



                        (F)   causing newly appointed Paying Agents, if

                              any, to deliver to the Indenture Trustee the

                              instrument specified in the Indenture

                              regarding funds held in trust (Section 3.3);



                        (G)   directing the Indenture Trustee to deposit

                              monies with Paying Agents, if any, other than

                              the Indenture Trustee (Section 3.3);



                        (H)   obtaining and preserving the Issuer's

                              qualification to do business in each

                              jurisdiction in which such qualification is

                              or shall be necessary to protect the validity

                              and enforceability of the Indenture, the

                              Notes, the Collateral and each other

                              instrument and agreement included in the

                              Trust Estate (Section 3.4);



                        (I)   preparing all supplements and amendments to

                              the Indenture and all financing statements,

                              continuation statements, instruments of

                              further assurance and other instruments and

                              taking such other action as is necessary or

                              advisable to protect the Trust Estate

                              (Section 3.5);

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