ADMINISTRATION AGREEMENT



         This ADMINISTRATION AGREEMENT, dated as of August 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 2002-3, 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 1.7475% Class A-1 Asset Backed Notes,

2.15% Class A-2 Asset Backed Notes, 2.97% Class A-3 Asset Backed Notes, 3.57%

Class A-4 Asset Backed Notes, 3.86% Class B Asset Backed Notes and 4.60% Class C

Asset Backed Notes (collectively, the "Notes") pursuant to the Indenture, dated

as of August 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 August 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 the Officer's Certificate and certain

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