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 [ ]% Class A-1 Asset Backed

Notes, [ ]% Class A-2 Asset Backed Notes, [ ]% Class A-3 Asset Backed Notes,

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

and [ ]% 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);



                  (J)      delivering the Opinion of Counsel on the Closing

                           Date and annually delivering Opinions of Counsel as

                           to the Trust Estate, and annually delivering the

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