Ex 10.1



                              PURCHASE AGREEMENT



                                    between



                   MITSUBISHI MOTORS CREDIT OF AMERICA, INC.



                                   as Seller



                                      and



                        MMCA AUTO RECEIVABLES TRUST II



                                 as Purchaser



                         Dated as of December 1, 2002





{PAGE}



                               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....................2

         Section 2.3    The Closing......................................3

         Section 2.4    Authorization to File Financing Statements.......3



ARTICLE III - REPRESENTATIONS AND WARRANTIES.............................3



         Section 3.1    Representations and Warranties

                        of the Purchaser.................................3

         Section 3.2    Representations and

                        Warranties of the Seller.........................4



ARTICLE IV - CONDITIONS.................................................10



         Section 4.1    Conditions to Obligations of the Purchaser......10

         Section 4.2    Conditions to Obligation of the Seller..........11



ARTICLE V - COVENANTS OF THE SELLER.....................................11



         Section 5.1    Protection of Right, Title and Interest.........11

         Section 5.2    Other Liens or Interests........................12

         Section 5.3    Costs and Expenses..............................13

         Section 5.4    Indemnification.................................13

         Section 5.5    Sale............................................13



ARTICLE VI - MISCELLANEOUS PROVISIONS...................................13



         Section 6.1    Obligations of Seller...........................13

         Section 6.2    Repurchase Events...............................14

         Section 6.3    Purchaser's Assignment of

                        Repurchased Receivables.........................14

         Section 6.4    Trust...........................................14

         Section 6.5    Amendments......................................14

         Section 6.6    Accountants' Letters............................15

         Section 6.7    Waivers.........................................15

         Section 6.8    Notices.........................................15

         Section 6.9    Costs and Expenses..............................15

         Section 6.10     Representations of the Seller

                          and the Purchaser.............................15

         Section 6.11     Confidential Information......................15

         Section 6.12     Headings and Cross-References.................16

         Section 6.13     Governing Law.................................16

         Section 6.14     Agreements of Purchaser.......................16

         Section 6.15     Counterparts..................................16





                                   Exhibits



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

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





                                   Schedules



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







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         PURCHASE AGREEMENT, dated as of December 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 II, a Delaware statutory 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 Receivables (such capitalized term and the other

capitalized terms used herein have the meanings assigned thereto pursuant to

Article I hereof), 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 December 1,

2002, between MMCA Auto Owner Trust 2002-5, 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, 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).



         Subject to satisfaction of the conditions set forth in Section 4.1,

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 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 Receivables;



            (ii) with respect to Receivables that are Actuarial Receivables,

         monies due thereunder after the Cutoff Date (including any Payaheads)

         and, with respect to Receivables that are Simple Interest

         Receivables, monies received thereunder after the Cutoff Date;



            (iii) the security interests in Financed Vehicles granted by

         Obligors pursuant to the Receivables and any other interest of the

         Seller in such Financed Vehicles;



            (iv) all rights to receive proceeds with respect to the

         Receivables from claims on any physical damage, theft, credit life or

         disability insurance policies covering the related Financed Vehicles

         or the related Obligors;



            (v) all rights to receive proceeds with respect to the 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 Receivables;



            (vii) all payments and proceeds with respect to the 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 a Receivable

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

         securing a Receivable (other than a Receivable purchased by the

         Servicer or repurchased by the Seller);

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