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............................................4





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................14





ARTICLE V - COVENANTS OF THE SELLER...........................................14



         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.....................................17

         Section 6.3    Purchaser's Assignment of Repurchased Receivables.....17

         Section 6.4    Trust.................................................17

         Section 6.5    Amendments............................................18

         Section 6.6    Accountants' Letters..................................18

         Section 6.7    Waivers...............................................18

         Section 6.8    Notices...............................................18

         Section 6.9    Costs and Expenses....................................19

         Section 6.10   Representations of the Seller and the Purchaser.......19

         Section 6.11   Confidential Information..............................19

         Section 6.12   Headings and Cross-References.........................19

         Section 6.13   Governing Law.........................................19

         Section 6.14   Agreements of Purchaser...............................19

         Section 6.15   Counterparts..........................................19







                                  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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