PURCHASE AGREEMENT





                                  between





                 MITSUBISHI MOTORS CREDIT OF AMERICA, INC.



                                 as Seller





                                    and





                        MMCA AUTO RECEIVABLES TRUST



                                as Purchaser





                         Dated as of March 1, 2002





















===============================================================================











                             TABLE OF CONTENTS



                                                                       Page



ARTICLE I - DEFINITIONS AND USAGE..........................................1



ARTICLE II - PURCHASE AND SALE OF RECEIVABLES..............................1



         Section 2.1    Purchase and Sale of Receivables...................1

         Section 2.2    Payment of the Purchase Price......................4

         Section 2.3    The Closing........................................5



ARTICLE III - REPRESENTATIONS AND WARRANTIES...............................5



         Section 3.1    Representations and Warranties of the Purchaser....5

         Section 3.2    Representations and Warranties of the Seller.......6



ARTICLE IV - CONDITIONS...................................................12



         Section 4.1    Conditions to Obligations of the Purchaser........12

         Section 4.2    Conditions to Obligation of the Seller............15



ARTICLE V - COVENANTS OF THE SELLER.......................................15



         Section 5.1    Protection of Right, Title and Interest...........15

         Section 5.2    Other Liens or Interests..........................16

         Section 5.3    Costs and Expenses................................16

         Section 5.4    Indemnification...................................16

         Section 5.5    Sale..............................................17



ARTICLE VI - MISCELLANEOUS PROVISIONS.....................................17



         Section 6.1    Obligations of Seller.............................17

         Section 6.2    Repurchase Events.................................18

         Section 6.3    Purchaser's Assignment of Repurchased Receivables.18

         Section 6.4    Trust.............................................18

         Section 6.5    Amendments........................................19

         Section 6.6    Accountants' Letters..............................19

         Section 6.7    Waivers...........................................19

         Section 6.8    Notices...........................................19

         Section 6.9    Costs and Expenses................................20

         Section 6.10     Representations of the Seller and the Purchaser.20

         Section 6.11     Confidential Information........................20

         Section 6.12     Headings and Cross-References...................20

         Section 6.13     Governing Law...................................20

         Section 6.14     Agreements of Purchaser.........................20

         Section 6.15     Counterparts....................................21



                                  Exhibits



Form of First-Tier Initial Assignment .............................Exhibit A-1

Form of First-Tier Subsequent Assignment ..........................Exhibit A-2

Schedule of Initial Receivables .....................................Exhibit B





                                 Schedules



Locations of Receivables Files .....................................Schedule A

















                  PURCHASE AGREEMENT, dated as of March 1, 2002 (as

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

time, this "Agreement"), by and between MITSUBISHI MOTORS CREDIT OF

AMERICA, INC., a Delaware corporation (the "Seller"), having its principal

executive office at 6363 Katella Avenue, Cypress, California 90630-5205,

and MMCA AUTO RECEIVABLES TRUST, a Delaware business trust (the

"Purchaser"), having its principal executive office at 6363 Katella Avenue,

Cypress, California 90630-5205.



                  WHEREAS, in the regular course of its business, the

Seller purchases certain motor vehicle retail installment sale contracts

secured by new and used automobiles and sports-utility vehicles from motor

vehicle dealers; and



                  WHEREAS, the Seller and the Purchaser wish to set forth

the terms pursuant to which the Initial Receivables (such capitalized term

and the other capitalized terms used herein have the meanings assigned

thereto pursuant to Article I hereof) and other property related thereto

will be sold by the Seller to the Purchaser on the Closing Date, the

Subsequent Receivables and other property related thereto will be sold by

the Seller to the Purchaser from time to time during the Pre-Funding

Period, and the Reinvestment Receivables and other property related thereto

will be sold by the Seller to the Purchaser from time to time during the

Reinvestment Period, which Receivables and other property related thereto

will be sold by the Purchaser, pursuant to the Sale and Servicing

Agreement, to the Trust to be created pursuant to the Trust Agreement.



                  NOW, THEREFORE, in consideration of the foregoing, other

good and valuable consideration, and the mutual terms and covenants

contained herein, the receipt and sufficiency of which are hereby

acknowledged by the parties hereto, the parties hereto agree as follows:



                     ARTICLE I - DEFINITIONS AND USAGE



                  Except as otherwise specified herein or as the context

may otherwise require, capitalized terms used but not otherwise defined

herein are defined in Appendix A to the Indenture (the "Indenture"), dated

as of March 1, 2002, between MMCA Auto Owner Trust 2002-1, as issuer, and

Bank of Tokyo-Mitsubishi Trust Company, as indenture trustee, which also

contains rules as to usage that shall be applicable herein. The term

"Seller" herein shall mean Mitsubishi Motors Credit of America, Inc, its

successors and assigns.



               ARTICLE II - PURCHASE AND SALE OF RECEIVABLES



Section 2.1       Purchase and Sale of Receivables.



                  On the Closing Date and on each Subsequent Transfer Date,

subject to the terms and conditions of this Agreement, the Seller agrees to

sell to the Purchaser, and the Purchaser agrees to purchase from the

Seller, the Receivables set forth in the related Schedule of Receivables

and the other property relating thereto (as described below).



                  (a) Sale of Initial Receivables. Subject to satisfaction

of the conditions set forth in Section 4.1(a), on the Closing Date, and

simultaneously with the transactions to be consummated pursuant to the

Indenture, the Sale and Servicing Agreement and the Trust Agreement, the

Seller shall, pursuant to the First-Tier Initial Assignment, sell,

transfer, assign and otherwise convey to the Purchaser, without recourse

(subject to the obligations herein), all right, title and interest of the

Seller, whether now owned or hereafter acquired, in, to and under the

following, collectively:



                      (i) the Initial Receivables;



                      (ii) with respect to Initial Receivables that are

Actuarial Receivables, monies due thereunder after the Initial Cutoff Date

(including Payaheads) and, with respect to Initial Receivables that are

Simple Interest Receivables, monies received thereunder after the Initial

Cutoff Date;



                      (iii) the security interests in Financed Vehicles

granted by Obligors pursuant to the Initial Receivables and any other

interest of the Seller in such Financed Vehicles;



                      (iv) all rights to receive proceeds with respect to

the Initial Receivables from claims on any physical damage, theft, credit

life or disability insurance policies covering the related Financed

Vehicles or related Obligors;



                      (v) all rights to receive proceeds with respect to

the Initial Receivables from recourse to Dealers thereon pursuant to the

Dealer Agreements;



                      (vi) all of the Seller's rights to the Receivable

Files that relate to the Initial Receivables;



                      (vii) all payments and proceeds with respect to the

Initial Receivables held by the Seller;



                      (viii) all property (including the right to receive

Liquidation Proceeds and Recoveries and Financed Vehicles and the proceeds

thereof acquired by the Seller pursuant to the terms of an Initial

Receivable that is a Final Payment Receivable), guarantees and other

collateral securing an Initial Receivable (other than an Initial Receivable

purchased by the Servicer or repurchased by the Seller);

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