MMCA AUTO OWNER TRUST 2002-3



                $___,000,000 ___% CLASS A-1 ASSET BACKED NOTES

                $___,000,000 ___% CLASS A-2 ASSET BACKED NOTES

                $___,000,000 ___% CLASS A-3 ASSET BACKED NOTES

                $___,000,000 ___% CLASS A-4 ASSET BACKED NOTES

                 $___,000,000 ___% CLASS B ASSET BACKED NOTES

                 $___,000,000 ___% CLASS C ASSET BACKED NOTES





                        MMCA AUTO RECEIVABLES TRUST II



                            UNDERWRITING AGREEMENT







                                                              August __, 2002





Salomon Smith Barney Inc.

  as Representative of the several Underwriters

390 Greenwich Street

New York, New York  10013



Dear Sirs:



         1. Introductory. MMCA Auto Receivables Trust II (the "Seller"), a

Delaware business trust established pursuant to an amended and restated trust

agreement, dated as of [August 1, 2002] (the "MART Trust Agreement"), between

Mitsubishi Motors Credit of America, Inc. ("MMCA") and [Chase Manhattan Bank

USA, N.A.], as trustee (the "MART Trustee"), proposes, subject to the terms

and conditions stated herein, to cause MMCA Auto Owner Trust 2002-3 (the

"Trust") to issue and sell to the several underwriters named in Schedule A

hereto (the "Underwriters"), acting severally and not jointly, for whom

Salomon Smith Barney Inc. is acting as representative (the "Representative"),

$___,000,000 aggregate principal amount of ___% Class A-1 Asset Backed Notes

(the "Class A-1 Notes"), $___,000,000 aggregate principal amount of ___% Class

A-2 Asset Backed Notes (the "Class A-2 Notes"), $___,000,000 aggregate

principal amount of ___% Class A-3 Asset Backed Notes (the "Class A-3 Notes"),

$___,000,000 aggregate principal amount of ___% Class A-4 Asset Backed Notes

(the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2

Notes and the Class A-3 Notes, the "Class A Notes"), $___,000,000 aggregate

principal amount of ___% Class B Asset Backed Notes (the "Class B Notes") and

$___,000,000 aggregate principal amount of ___% Class C Asset Backed Notes

(the "Class C Notes" and, together with the Class A Notes and the Class B

Notes, the "Notes"). The Notes will be issued pursuant to the indenture, dated

as of August 1, 2002 (the "Indenture"), between the Trust and Bank of

Tokyo-Mitsubishi Trust Company, as trustee (the "Indenture Trustee"), and will

represent indebtedness of the Trust.



         Concurrently with the issuance and sale of the Notes as contemplated

herein, the Trust will issue $___,000,000 aggregate principal amount of

certificates (the "Certificates"), each representing an interest in the

property of the Trust (the "Trust Property"). The Seller will retain the

Certificates. The Certificates will be issued pursuant to the amended and

restated trust agreement, dated as of August 1, 2002 (the "Trust Agreement"),

between the Seller and Wilmington Trust Company, as trustee (the "Owner

Trustee"). The Certificates will be subordinated to the Notes. Capitalized

terms used but not defined herein have the meanings ascribed thereto in the

Indenture, the purchase agreement, dated as of August 1, 2002 (the "Purchase

Agreement"), between MMCA and the Seller, or the sale and servicing agreement,

dated as of August 1, 2002 (the "Sale and Servicing Agreement"), among the

Trust, the Seller and the Servicer (as defined below), as the case may be.



         The assets of the Trust will include, among other things, (i) a pool

of motor vehicle retail installment sale contracts secured by new and used

automobiles and sport-utility vehicles to be conveyed to the Trust on the

Closing Date (as such term is defined in Section 3) (the "Initial

Receivables") and from time to time thereafter during the Pre-Funding Period

(the "Subsequent Receivables" and, together with the Initial Receivables, the

"Receivables") and (ii) with respect to (a) Actuarial Receivables, certain

monies due thereunder on or after the Cutoff Date and (b) Simple Interest

Receivables, certain monies due or received thereunder on or after the Cutoff

Date. The Receivables will be sold to the Trust by the Seller and will be

serviced for the Trust by MMCA (in such capacity, the "Servicer"). The term

"Basic Documents" means (i) the Indenture; (ii) the Trust Agreement; (iii) the

first tier initial assignment, dated as of August 1, 2002 (the "First Tier

Initial Assignment"), as executed by MMCA; (iv) a First Tier Subsequent

Assignment; (v) the Purchase Agreement; (vi) the Sale and Servicing Agreement;

(vii) the certificate of trust, filed [August __, 2002] (the "Certificate of

Trust"), with the Secretary of State of the State of Delaware; (viii) the

administration agreement, dated as of August 1, 2002 (the "Administration

Agreement"), among MMCA, as administrator (the "Administrator"), the Trust and

the Indenture Trustee; (ix) the note depository agreement, dated as of the

Closing Date (the "Note Depository Agreement"), among the Trust, the Indenture

Trustee, the Administrator and The Depository Trust Company ("DTC"); (x) the

yield supplement agreement, dated as of August 1, 2002 (the "Yield Supplement

Agreement"), between the Seller and MMCA; and (xi) the control agreement,

dated as of August 1, 2002 (the "Control Agreement"), among the Seller, the

Trust, the Servicer, the Indenture Trustee and Bank of Tokyo-Mitsubishi Trust

Company, as securities intermediary. "Transfer Date" means, with respect to an

Initial Receivable, the Closing Date, and with respect to a Subsequent

Receivable, the related Subsequent Transfer Date. The Seller hereby agrees

with the Underwriters as follows:



         2. Representations and Warranties of the Seller. The Seller

represents and warrants to, and agrees with, the several Underwriters that:



                  (a) A registration statement on Form S-1 (No. 333-91770)

         relating to the Notes, including a form of prospectus, has been filed

         with the Securities and Exchange Commission (the "Commission") and

         either (i) has been declared effective under the Securities Act of

         1933, as amended (the "Act"), and is not proposed to be amended or

         (ii) is proposed to be amended by amendment or post-effective

         amendment. If the Seller does not propose to amend the registration

         statement and if any post-effective amendment to the registration

         statement has been filed with the Commission prior to the execution

         and delivery of this Agreement, the most recent post-effective

         amendment has been declared effective by the Commission or has become

         effective upon filing pursuant to Rule 462(c) under the Act ("Rule

         462(c)"). For purposes of this Agreement, "Effective Time" means (i)

         if the Seller has advised the Representative that it does not propose

         to amend the registration statement, the date and time as of which

         the registration statement, or the most recent post-effective

         amendment thereto (if any) filed prior to the execution and delivery

         of this Agreement, was declared effective by the Commission or has

         become effective upon filing pursuant to Rule 462(c) or (ii) if the

         Seller has advised the Representative that it proposes to file an

         amendment or post-effective amendment to the registration statement,

         the date and time as of which the registration statement, as amended

         by such amendment or post-effective amendment, as the case may be, is

         declared effective by the Commission. "Effective Date" means the date

         of the Effective Time. The registration statement, as amended at the

         Effective Time, including all information (if any) deemed to be a

         part of the registration statement as of the Effective Time pursuant

         to Rule 430A(b) under the Act ("Rule 430A(b)"), is hereinafter

         referred to as the "Registration Statement". The form of prospectus

         relating to the Notes, as first filed with the Commission pursuant to

         and in accordance with Rule 424(b) under the Act ("Rule 424(b)") or,

         if no such filing is required, as included in the Registration

         Statement at the Effective Time, is hereinafter referred to as the

         "Prospectus". No document has been or will be prepared or distributed

         in reliance on Rule 434 under the Act.



                  (b) If the Effective Time is prior to the execution and

         delivery of this Agreement: (i) on the Effective Date, the

         Registration Statement conformed in all respects to the requirements

         of the Act and the rules and regulations of the Commission (the

         "Rules and Regulations") and did not include any untrue statement of

         a material fact or omit to state any material fact required to be

         stated therein or necessary to make the statements therein not

         misleading and (ii) on the date of this Agreement and on the Closing

         Date, the Registration Statement conforms, and at the time of filing

         of the Prospectus pursuant to Rule 424(b), the Registration Statement

         and the Prospectus will conform, in all respects to the requirements

         of the Act and the Rules and Regulations, and neither of such

         documents includes, or will include, any untrue statement of a

         material fact or omits, or will omit, to state any material fact

         required to be stated therein or necessary to make the statements

         therein not misleading. If the Effective Time is subsequent to the

         execution and delivery of this Agreement: (i) on the Effective Date,

         the Registration Statement and the Prospectus will conform in all

         material respects to the requirements of the Act and the Rules and

         Regulations, (ii) on the date of this Agreement and on the Closing

         Date, neither of such documents will include any untrue statement of

         a material fact or will omit to state any material fact required to

         be stated therein or necessary to make the statements therein not

         misleading and (iii) no additional registration statement related to

         the Notes pursuant to Rule 462(b) under the Act has been or will be

         filed. The two preceding sentences do not apply to statements in or

         omissions from the Registration Statement or the Prospectus based

         upon written information furnished to the Seller by any Underwriter

         through the Representative specifically for use therein, it being

         understood and agreed that the only such information is that

         described as such in Section 7(b).



                  (c) The Seller has been duly formed and is validly existing

         as a business trust under the Delaware Business Trust Act, 12 Del.C.

         ss. 3801 et. seq. (the "Delaware Trust Act"), with power and

         authority to own its properties and conduct its business as described

         in the Prospectus, and the Seller is duly qualified to do business

         and is in good standing in all other jurisdictions in which its

         ownership or lease of property or the conduct of its business

         requires such qualification.



                  (d) No consent, approval, authorization or order of, or

         filing with, any governmental agency or body or any court is required

         to be obtained or made by the Seller or the Trust for the

         consummation of the transactions contemplated by this Agreement and

         the Basic Documents in connection with the issuance of the Notes and

         the Certificates and the sale by the Seller of the Notes, except such

         as have been obtained and made under the Act, such as may be required

         under state securities laws and the filing of any financing

         statements required to perfect the Seller's, the Trust's and the

         Indenture Trustee's interest in the Receivables, which financing

         statements will be filed in the appropriate offices within ten days

         of the Closing Date.



                  (e) The Seller is not in violation of the MART Trust

         Agreement or other organizational documents or in default in the

         performance or observance of any obligation, agreement, covenant or

         condition contained in any agreement or instrument to which it is a

         party or by which it or its properties are bound which could have a

         material adverse effect on the transactions contemplated herein or in

         the Basic Documents. The execution, delivery and performance of this

         Agreement and the Basic Documents, and the issuance of the Notes and

         the Certificates and the sale by the Seller of the Notes and

         compliance with the terms and provisions hereof and thereof will not

         result in a breach or violation of any of the terms and provisions

         of, or constitute a default under, any statute, any rule, regulation

         or order of any governmental agency or body or any court, domestic or

         foreign, having jurisdiction over the Seller or any of its

         properties, or any agreement or instrument to which the Seller is a

         party or by which the Seller is bound or to which any of the

         properties of the Seller or any such subsidiary is subject, or the

         MART Trust Agreement or other organizational documents of the Seller,

         and the Seller has full power and authority to authorize and issue

         the Notes and the Certificates and to sell the Notes as contemplated

         by this Agreement, the Indenture and the Trust Agreement, to enter

         into this Agreement and the Basic Documents to which it is a party

         and to consummate the transactions contemplated hereby and thereby.



                  (f) On the Closing Date, the Seller will have directed the

         Owner Trustee to authenticate and execute the Certificates and, when

         executed, authenticated, delivered and paid for pursuant to the Sale

         and Servicing Agreement and the Trust Agreement, the Certificates

         will have been duly executed, authenticated, issued and delivered and

         will constitute valid and legally binding obligations of the Trust,

         entitled to the benefits provided in the Trust Agreement and

         enforceable in accordance with their terms.



                  (g) On the Closing Date, the Seller will have directed the

         Owner Trustee to execute the Notes and directed the Indenture Trustee

         to authenticate and deliver the Notes and, when executed,

         authenticated, delivered and paid for pursuant to the Indenture and

         this Agreement, the Notes will have been duly executed,

         authenticated, issued and delivered and will constitute valid and

         legally binding obligations of the Trust, entitled to the benefits

         provided in the Indenture and enforceable in accordance with its

         terms.



                  (h) The Seller possesses adequate certificates, authorities

         and permits issued by appropriate governmental agencies or bodies

         necessary to conduct the business now operated by it and has not

         received any notice of proceedings relating to the revocation or

         modification of any such certificate, authority or permit that, if

         determined adversely to the Seller, would individually or in the

         aggregate have a material adverse effect on the Seller.



                  (i) Except as disclosed in the Prospectus, there are no

         pending actions, suits or proceedings against or affecting the Seller

         or any of its properties that, if determined adversely to the Seller,

         would individually or in the aggregate have a material adverse effect

         on the condition (financial or other), business or results of

         operations of the Seller, or would materially and adversely affect

         the ability of the Seller to perform its obligations under this

         Agreement or the other Basic Documents to which it is a party, or

         which are otherwise material in the context of the issuance and sale

         of the Notes or the issuance of the Certificates; and no such

         actions, suits or proceedings are threatened or, to the Seller's

         knowledge, contemplated.



                  (j) As of the Closing Date, the representations and

         warranties of the Seller contained in the Basic Documents will be

         true and correct.



                  (k) Since the respective dates as of which information is

         given in the Registration Statement and the Prospectus, except as

         otherwise stated therein, (i) there has been no material adverse

         change in the condition, financial or otherwise, or in the earnings,

         business affairs or business prospects of the Seller, whether or not

         arising in the ordinary course of business and (ii) there have been

         no transactions entered into by the Seller, other than those in the

         ordinary course of business, which are material with respect to the

         Seller.



                  (l) Each of the Basic Documents to which the Seller is a

         party has been duly authorized by the Seller and, when duly executed

         and delivered by the Seller and the other parties thereto, will

         constitute a valid and binding agreement of the Seller, enforceable

         against the Seller in accordance with its terms, except as the

         enforcement thereof may be limited by bankruptcy, insolvency

         (including, without limitation, all laws relating to fraudulent

         transfers), reorganization, moratorium or similar laws affecting

         enforcement of creditors' rights generally and except as enforcement

         thereof is subject to general principles of equity (regardless of

         whether enforcement is considered in a proceeding in equity or at

         law).



                  (m) This Agreement has been duly authorized, executed and

         delivered by the Seller.



                  (n) The Seller has authorized the conveyance of the

         Receivables to the Trust, and, as of the Closing Date, the Seller has

         directed the Trust to execute and issue the Notes and the

         Certificates and to sell the Notes.



                  (o) The Seller's assignment and delivery of the Receivables

         to the Trust on the related Transfer Dates will vest in the Trust all

         of the Seller's right, title and interest therein, subject to no

         prior lien, mortgage, security interest, pledge, adverse claim,

         charge or other encumbrance.



                  (p) The Trust's assignment of the Receivables to the

         Indenture Trustee pursuant to the Indenture will vest in the

         Indenture Trustee, for the benefit of the Noteholders, a first

         priority perfected security interest therein, subject to no prior

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