ADMINISTRATION AGREEMENT



                  This ADMINISTRATION AGREEMENT, dated as of October 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 2002-4, a Delaware statutory 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 1.76375% Class A-1 Asset

Backed Notes, 1.92% Class A-2 Asset Backed Notes, 2.55% Class A-3 Asset

Backed Notes, 3.05% Class A-4 Asset Backed Notes, 3.82% Class B Asset

Backed Notes and 4.56% Class C Asset Backed Notes (collectively, the

"Notes") pursuant to the Indenture, dated as of October 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 July 29, 2002,

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

National Association, 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 October 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 II, 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 and (iii) 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

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