EXHIBIT 10.1








                              PURCHASE AGREEMENT


                                   between


                  CATERPILLAR FINANCIAL SERVICES CORPORATION


                                    Seller


                                     and


                  CATERPILLAR FINANCIAL FUNDING CORPORATION


                                  Depositor


                              Dated as of [Date]

                               TABLE OF CONTENTS

                                                                          Page



ARTICLE I      CERTAIN DEFINITIONS...........................................1

SECTION 1.01.DEFINITIONS.....................................................1

SECTION 1.02.OTHER DEFINITIONAL PROVISIONS...................................3

ARTICLE II     CONVEYANCE OF RECEIVABLES.....................................4

SECTION 2.01.CONVEYANCE OF RECEIVABLES.......................................4

SECTION 2.02.OWNERSHIP AND CUSTODY OF RECEIVABLES FILES......................5

SECTION 2.03.BOOKS AND RECORDS...............................................5

SECTION 2.04.CUSTODY OF RECEIVABLE FILES.....................................5

SECTION 2.05.CERTIFICATIONS BY THE SERVICER AND THE CUSTODIAN................5

SECTION 2.06.THE CLOSING.....................................................6

ARTICLE III    REPRESENTATIONS AND WARRANTIES................................6

SECTION 3.01.REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.....................6

SECTION 3.02.REPRESENTATIONS AND WARRANTIES OF SELLER........................7

ARTICLE IV     CONDITIONS...................................................12

SECTION 4.01.CONDITIONS TO THE OBLIGATION OF THE DEPOSITOR..................12

SECTION 4.02.CONDITIONS TO OBLIGATION OF SELLER.............................13

SECTION 4.03.JUNIOR LIENS ON FINANCED EQUIPMENT AND OTHER EQUIPMENT.........13

ARTICLE V      COVENANTS OF THE SELLER AND THE DEPOSITOR....................14

SECTION 5.01.PROTECTION OF RIGHT, TITLE AND INTEREST........................14

SECTION 5.02.OTHER LIENS OR INTERESTS.......................................14

SECTION 5.03.CHIEF EXECUTIVE OFFICE.........................................15

SECTION 5.04.CORPORATE EXISTENCE............................................15

SECTION 5.05.INDEMNIFICATION................................................17

SECTION 5.06.REGULATION AB COMPLIANCE.......................................18

ARTICLE VI     MISCELLANEOUS PROVISIONS.....................................18

SECTION 6.01.OBLIGATIONS OF SELLER..........................................18

SECTION 6.02.REPURCHASE EVENTS..............................................18

SECTION 6.03.DEPOSITOR ASSIGNMENT OF REPURCHASED RECEIVABLES................18

SECTION 6.04.ISSUING ENTITY.................................................18



                                       -i-

SECTION 6.05.AMENDMENT......................................................19

SECTION 6.06.WAIVERS........................................................19

SECTION 6.07.NOTICES........................................................19

SECTION 6.08.COSTS AND EXPENSES.............................................19

SECTION 6.09.REPRESENTATIONS OF SELLER AND DEPOSITOR........................19

SECTION 6.10.CONFIDENTIAL INFORMATION.......................................20

SECTION 6.11.HEADINGS AND CROSS-REFERENCES..................................20

SECTION 6.12.GOVERNING LAW..................................................20

SECTION 6.13.COUNTERPARTS...................................................20



                                       -ii-

      PURCHASE AGREEMENT,  dated as of [Date],  between CATERPILLAR  FINANCIAL
SERVICES CORPORATION,  a Delaware corporation,  as seller (the "Seller"),  and
CATERPILLAR FINANCIAL FUNDING CORPORATION, a Nevada corporation,  as purchaser
(the "Depositor").

      WHEREAS  in  the  regular  course  of  its  business,   the  Seller  has
originated or purchased certain  fixed-rate retail  installment sale contracts
and finance lease  contracts  secured by new and used machinery and equipment;
and

      WHEREAS  the  Seller  and the  Depositor  wish to set  forth  the  terms
pursuant to which the Receivables  (as hereinafter  defined) are to be sold by
the Seller to the  Depositor,  which  Receivables  will be  transferred by the
Depositor,  pursuant  to the  Sale and  Servicing  Agreement  (as  hereinafter
defined),  to  Caterpillar  Financial  Asset Trust  200[_]-[_]  (the  "Issuing
Entity"),  and the Issuing  Entity will issue (i) an Asset Backed  Certificate
(the "Certificate")  pursuant to the Trust Agreement (as hereinafter defined),
which will represent an undivided  interest in the Issuing Entity and (ii) the
Notes (as  hereinafter  defined)  pursuant to the  Indenture  (as  hereinafter
defined), which will represent obligations of the Issuing Entity.

      NOW,  THEREFORE,  in  consideration  of the  foregoing,  other  good and
valuable  consideration  and the mutual terms and covenants  contained herein,
the parties hereto agree as follows:

                                   ARTICLE I

                             CERTAIN DEFINITIONS

SECTION 1.01.     Definitions.  Except  as  otherwise  specified  herein or as
the context may otherwise  require,  the following  terms have the  respective
meanings set forth below for all purposes of this Agreement.

      "Administration  Agreement" means the Administration Agreement, dated as
of  [Date],   among  the  Issuing  Entity,  the  Depositor,   the  Seller,  as
administrator,  and [Name of Indenture Trustee],  as indenture trustee, as the
same may be amended, modified or supplemented from time to time.

      "Affiliate"  means,  with  respect to any  specified  Person,  any other
Person  controlling  or  controlled  by or  under  common  control  with  such
specified Person.  For the purposes of this definition,  "control",  when used
with  respect  to  any  specified  Person,  means  the  power  to  direct  the
management and policies of such Person,  directly or  indirectly,  by contract
or otherwise;  and the terms "controlled by,"  "controlling" and "under common
control with" have meanings correlative to the foregoing.

      "Affiliate  Trust  Security  Interest"  has  the  meaning  specified  in
Section 4.03(b).

      "Agreement" means this Purchase  Agreement,  as the same may be amended,
modified or supplemented from time to time.

      "Assignment"  means  the  document  of  assignment,  a form of  which is
attached as Exhibit A.

      "Basic Documents" has the meaning specified in the Indenture.

      "Certificate" has the meaning specified in the Trust Agreement.

      "Closing Date" means [Date].

      "Contract"  has  the  meaning   specified  in  the  Sale  and  Servicing
Agreement.

      "Custodian"  means [Name of  Custodian],  in its  capacity as  custodian
under the Custodial Agreement, and its successors in such capacity.

      "Custodial  Agreement"  means  the  Custodial  Agreement,  dated  as  of
[Date],  among  the  Seller,  the  Depositor,   the  Issuing  Entity  and  the
Custodian,  as the same may be amended,  modified or supplemented from time to
time.

      "Depositor" means Caterpillar  Financial Funding  Corporation,  a Nevada
corporation, its successors and assigns.

      "Indenture"  means  the  Indenture,  dated  as of  [Date],  between  the
Issuing Entity and [Name of Indenture  Trustee],  as indenture trustee, as the
same may be amended, modified or supplemented from time to time.

      "Issuing   Entity"   means  the   Caterpillar   Financial   Asset  Trust
200[_]-[_], a Delaware statutory trust.

      "Notes"  means the Class A-1 [__]%  Asset  Backed  Notes,  the Class A-2
[__]% Asset Backed Notes,  the Class A-3 [__]% Asset Backed  Notes,  the Class
A-4 [__]% Asset  Backed  Notes and the Class B [__]% Asset Backed Notes issued
pursuant to the Indenture.

      "Other Equipment" has the meaning specified in Section 4.03(b).

      "Other Obligation" has the meaning specified in Section 4.03(a).

      "Other Security Interest" has the meaning specified in Section 4.03(a).

      "Person" means any individual,  corporation,  estate, partnership, joint
venture,  association,  joint stock company, trust, limited liability company,
unincorporated   organization   or  government  or  any  agency  or  political
subdivision thereof.

      "Prospectus"  means the Prospectus  (which consists of a base prospectus
dated [Date], and a prospectus  supplement dated [Date]) pursuant to which the
Notes were offered.

      "Receivable"  has  the  meaning  specified  in the  Sale  and  Servicing
Agreement.

      "Receivable   Security   Interest"   has  the   meaning   specified   in
Section 4.03(a).



                                       -2-

      "Repurchase Event" has the meaning specified in Section 6.02(a).

      "Sale and Servicing  Agreement" means the Sale and Servicing  Agreement,
dated as of [Date],  among the Issuing Entity,  the Depositor (in its capacity
as  seller   thereunder)   and  the  Seller  (in  its   capacity  as  Servicer
thereunder),  as the same may be amended,  modified or supplemented  from time
to time.

      "Schedule  of  Receivables"  means the list of  Receivables  annexed  as
Schedule  A  (which  may be in the  form of  microfiche),  as the  same may be
amended, modified or supplemented from time to time.

      "Seller" means Caterpillar  Financial Services  Corporation,  a Delaware
corporation, its successors and assigns.

      "Trust Agreement" means the Amended and Restated Trust Agreement,  dated
as of [Date],  between the  Depositor  and [Name of Owner  Trustee],  as owner
trustee,  as the same may be amended,  modified or  supplemented  from time to
time.

      "UCC" means the  Uniform  Commercial  Code as in effect in the  relevant
jurisdiction, as amended from time to time.

SECTION 1.02.     Other Definitional Provisions.

(a)               Capitalized  terms  used  herein and not  otherwise  defined
      have the meanings  assigned to them in the Sale and Servicing  Agreement
      or,  if not  defined  therein,  in  the  Indenture,  or if  not  defined
      therein, in the Trust Agreement.

(b)               All terms defined in this Agreement  shall have the meanings
      contained  herein when used in any certificate or other document made or
      delivered pursuant hereto unless otherwise defined therein.

(c)               As  used  in  this  Agreement  and in any  document  made or
      delivered  pursuant  hereto,   accounting  terms  not  defined  in  this
      Agreement or in any such other  document,  and  accounting  terms partly
      defined in this  Agreement  or in any such other  document to the extent
      not  defined,  shall have the  respective  meanings  given to them under
      generally  accepted  accounting  principles.  To  the  extent  that  the
      definitions  of accounting  terms in this Agreement or in any such other
      document  are  inconsistent  with  the  meanings  of  such  terms  under
      generally accepted accounting  principles,  the definitions contained in
      this Agreement or in any such other document shall control.

(d)               The  words  "hereof,"  "herein,"  "hereunder,"  and words of
      similar  import  when  used  in  this  Agreement  shall  refer  to  this
      Agreement  as a  whole  and  not to any  particular  provision  of  this
      Agreement;  Section,  Schedule and Exhibit references  contained in this
      Agreement are  references  to Sections,  Schedules and Exhibits in or to
      this Agreement unless otherwise  specified;  the term "including"  shall
      mean  "including  without   limitation";   and  the  term  "or"  is  not
      exclusive.  Terms used  herein  that are defined in the New York UCC and
      not  otherwise  defined  herein shall have the meanings set forth in the
      New York UCC.  Any  reference  herein to the  Administration  Agreement,



                                       -3-

      the  Custodial  Agreement,   the  Indenture,   the  Sale  and  Servicing
      Agreement or the Trust  Agreement  means such  agreement as in effect on
      the Closing Date.

(e)               The  definitions  contained in this Agreement are applicable
      to the  singular  as well as the  plural  forms of such terms and to the
      masculine as well as to the feminine and neuter genders of such terms.

                                 ARTICLE II

                          CONVEYANCE OF RECEIVABLES

SECTION 2.01.     Conveyance of Receivables.  In  consideration of the sale on
the  Closing  Date of $[__]  in  Contract  Balance  of  Receivables  as of the
Cut-off Date,  the Depositor  shall deliver to or upon the order of the Seller
cash in an amount of $[__].  The Seller does hereby  sell,  transfer,  assign,
set over and otherwise convey to the Depositor,  without recourse  (subject to
the  obligations  herein),  all  right,  title  and  interest  in  and  to the
following, whether now owned or hereafter acquired:

(a)               all right,  title and  interest  of the Seller in and to the
      Receivables,  and all monies (including accrued interest) due thereunder
      on or after the Cut-off Date;

(b)               the  interests  of the Seller in the  security  interests in
      the  Transaction   Equipment   granted  by  Obligors   pursuant  to  the
      Receivables  and any other  interest  of the Seller in such  Transaction
      Equipment, including any Liquidation Proceeds;

(c)               the interest  and rights of the Seller in any proceeds  with
      respect to the Receivables  from claims on any physical  damage,  credit
      life,  liability or  disability  insurance  policies  covering  Financed
      Equipment or Obligors, as the case may be;

(d)               the  interest of the Seller in any  proceeds of  repossessed
      or returned Transaction Equipment;

(e)               the  interest of the Seller in any  proceeds  from  recourse
      to, or other payments by, Dealers on Receivables; and

(f)               the proceeds of any and all of the foregoing.

      It is the express  intent of the parties  hereto that the  conveyance of
the  Receivables  and the other property  described above by the Seller to the
Depositor as provided in this  Agreement  be, and be  construed  as, a sale of
the  Receivables  by the  Seller to the  Depositor.  It is,  further,  not the
intention  of the  parties  that  such  conveyance  be  deemed a pledge of the
Receivables  or the  other  property  described  above  by the  Seller  to the
Depositor  to secure a debt or other  obligation  of the Seller.  However,  in
the event,  notwithstanding the intent of the parties,  the Receivables or the
other property  described  above are held to be property of the Seller,  or if
for any reason this Agreement is held or deemed to create a security  interest
in the  Receivables  or the other  property  described  above  then,  (a) this
Agreement  shall be a security  agreement  within the  meaning of Article 9 of
the New York  UCC;  and  (b) the  Seller  hereby  grants  to the  Depositor  a
security interest in all of the Seller's right,  title, and interest,  whether
now owned or hereafter  acquired,  in and to the property described in clauses



                                       -4-

(a)  through  (f)  above,  in order to secure  the  obligations  of the Seller
hereunder.  In connection  herewith,  the  Depositor  (or its assignee)  shall
have all of the rights and remedies of a secured party and creditor  under the
UCC.

      Any  assignment  of the  interest  of the  Depositor  pursuant  to  this
Section  2.01 shall also be an  assignment  of the security  interest  created
hereby.  The Seller and the Depositor  shall,  to the extent  consistent  with
this Agreement,  take such actions as may be necessary to ensure that, if this
Agreement  creates a  security  interest  in the  Receivables,  such  security
interest  would be a  perfected  security  interest  of first  priority  under
applicable  law and  will be  maintained  as such  throughout  the term of the
Agreement.

SECTION 2.02.     Ownership and Custody of Receivables Files.

(a)               Upon the  acceptance  by the  Seller of the amount set forth
      in  Section 2.01,  the ownership of each  Receivable and the contents of
      the related Receivables File shall be vested in the Depositor.

(b)               In connection with the sale of the  Receivables  pursuant to
      Section 2.01,  within 30 days of the  Closing  Date,  the  Seller  shall
      deliver  each  Receivable  File  to  the  Custodian  on  behalf  of  the
      Depositor.

SECTION 2.03.     Books and Records.

      The  transfer of each  Receivable  shall be  reflected  on the  Seller's
balance  sheets and other  financial  statements  prepared in accordance  with
generally accepted accounting  principles as a sale of assets by the Seller to
the Depositor.  The Seller shall be  responsible  for  maintaining,  and shall
maintain, a complete and accurate set of accounts,  records and computer files
for each Receivable  which shall be clearly marked to reflect the ownership of
each Receivable by the Depositor.

SECTION 2.04.     Custody  of  Receivable  Files.  Pursuant  to the  Custodial
Agreement  the  Depositor  has  appointed  the  Custodian,  and the  Custodian
accepted such appointment, to act as custodian of the Receivables Files.

SECTION 2.05.     Certifications by the Servicer and the Custodian.

(a)               In  accordance  with the  terms  of the  Sale and  Servicing
      Agreement,  the Servicer  will review the  Receivable  Files and deliver
      the certification  required by Section 3.05(a) of the Sale and Servicing
      Agreement.

(b)               In  accordance  with the terms of the  Custodial  Agreement,
      the Custodian will review each of the  Receivable  Files and deliver the
      certifications  or notices  required by to  Sections  3.1 and 4.1 of the
      Custodial   Agreement.   It  is   understood   that  the  scope  of  the
      Custodian's  review  of  the  Receivable  Files  is  limited  solely  to
      confirming  that  it has  received  each  Receivable  File.  The  Seller
      agrees  to use  reasonable  efforts  to  cause  to be  delivered  to the
      Custodian any Receivable  File that the Custodian  determines is missing
      and  to  cause  to  be   remedied  a  material   defect  in  a  document
      constituting  part of a Receivables  File. If,  however,  within 60 days
      after it has  delivered  the  Receivable  Files to the Custodian (A) the



                                       -5-

      Seller has not caused such  missing  Receivable  File to be delivered or
      (B) the Seller has not caused to be remedied any such  material  defect,
      and such defect  materially  and  adversely  affects the interest of the
      Depositor  in  the  related  Receivable,  the  Seller  shall  remit  the
      Purchase  Amount with respect to such  Receivable to the Depositor.  The
      sole remedy of the  Depositor,  the Issuing  Entity,  the Owner Trustee,
      the Indenture  Trustee,  the Noteholders or the  Certificateholder  with
      respect  to a breach  shall  be to  require  the  Seller  to  repurchase
      Receivables  pursuant  to  this  Section,   subject  to  the  conditions
      contained  herein.  The Owner  Trustee shall have no duty to conduct any
      affirmative   investigation  as  to  the  occurrence  of  any  condition
      requiring the repurchase of any Receivable pursuant to this Section.

SECTION 2.06.     The Closing.

      The conveyance of the  Receivables  and the other property  described in
Section 2.01  shall take place on the Closing  Date,  simultaneously  with the
closing of the transactions  contemplated by the Sale and Servicing Agreement,
the Indenture,  the underwriting agreements related to the Notes and the other
Basic Documents.

                                  ARTICLE III

                        REPRESENTATIONS AND WARRANTIES

SECTION 3.01.     Representations  and Warranties of Depositor.  The Depositor
hereby  represents  and warrants to the Seller as of the date hereof and as of
the Closing Date:

(a)               Organization  and  Good  Standing.  The  Depositor  is  duly
      organized,  validly  existing  in good  standing  under  the laws of the
      State of Nevada,  and has the power and authority to own its  properties
      and to conduct the  business in which it is currently  engaged,  and had
      at all relevant times, and has, the power,  authority and legal right to
      acquire and own the Receivables.

(b)               Due  Qualification.  The  Depositor is duly  qualified to do
      business as a foreign  corporation  in good  standing,  and has obtained
      all necessary licenses and approvals,  in all jurisdictions in which the
      ownership  or lease of  property or the  conduct of its  business  shall
      require such qualifications.

(c)               Power  and  Authority.  The  Depositor  has  the  power  and
      authority  to execute and deliver  this  Agreement  and to carry out its
      terms and the execution,  delivery and performance of this Agreement has
      been duly authorized by the Depositor by all necessary corporate action.

(d)               No  Violation.  The  consummation  by the  Depositor  of the
      transactions  contemplated  by this Agreement and the fulfillment by the
      Depositor  of the  terms  hereof  do not  conflict  with,  result in any
      breach of any of the terms and provisions  of, nor  constitute  (with or
      without  notice  or lapse of time) a  default  under,  the  articles  of
      incorporation or by-laws of the Depositor,  or any indenture,  agreement
      or other  instrument to which the Depositor is a party or by which it is
      bound;  nor result in the creation or imposition of any Lien upon any of
      its properties  pursuant to the terms of any such  indenture,  agreement



                                       -6-

      or other instrument  (other than the Basic  Documents);  nor violate any
      law or, to the best of the  Depositor's  knowledge,  any order,  rule or
      regulation  applicable to the  Depositor of any court,  federal or state
      regulatory   body,   administrative   agency   or   other   governmental
      instrumentality   having   jurisdiction   over  the   Depositor  or  its
      properties.

(e)               No Proceedings.  There are no proceedings or  investigations
      pending or, to the Depositor's  best knowledge,  threatened,  before any
      court, federal or state regulatory body,  administrative agency or other
      governmental  instrumentality  having jurisdiction over the Depositor or
      its  properties  which  (i) assert  the  invalidity  of this  Agreement,
      (ii) seek  to  prevent  the  consummation  of any  of  the  transactions
      contemplated  by this  Agreement  or  (iii) seek  any  determination  or
      ruling that might  materially  and adversely  affect the  performance by
      the   Depositor   of  its   obligations   under,   or  the  validity  or
      enforceability of, this Agreement.

SECTION 3.02.     Representations and Warranties of Seller.

(a)               The Seller hereby  represents  and warrants to the Depositor
      of the date hereof and as of the Closing Date:

(i)   Organization  and Good Standing.  The Seller is duly organized,  validly
            existing  in  good  standing  under  the  laws  of  the  State  of
            Delaware,  and has the power and  authority to own its  properties
            and to conduct the business in which it is currently engaged,  and
            had at all  relevant  times,  and has,  the power,  authority  and
            legal right to acquire and own the Receivables.

(ii)  Due  Qualification.  The Seller is duly  qualified  to do  business as a
            foreign  corporation  in  good  standing,  and  has  obtained  all
            necessary  licenses and approvals,  in all  jurisdictions in which
            the  ownership or lease of property or the conduct of its business
            shall require such qualifications.

(iii) Power and  Authority.  The Seller has the power and authority to execute
            and deliver this Agreement and to carry out its terms;  the Seller
            has full power and  authority to sell and assign the property sold
            and assigned to the Depositor  hereby and has duly authorized such
            sale and  assignment to the  Depositor by all necessary  corporate
            action;  and  the  execution,  delivery  and  performance  of this
            Agreement has been duly  authorized by the Seller by all necessary
            corporate action.

(iv)  No  Violation.  The  consummation  by the  Seller  of  the  transactions
            contemplated  by this Agreement and the  fulfillment by the Seller
            of the terms hereof neither  conflict  with,  result in any breach
            of any of the terms and  provisions  of, nor  constitute  (with or
            without notice or lapse of time) a default under,  the certificate
            of  incorporation  or by-laws  of the  Seller,  or any  indenture,
            agreement  or other  instrument  to which the Seller is a party or
            by which it is bound;  nor result in the creation or imposition of
            any Lien upon any of its  properties  pursuant to the terms of any
            such  indenture,  agreement  or other  instrument  (other than the



                                       -7-

            Basic  Documents);  nor  violate  any law or,  to the  best of the
            Seller's  knowledge,  any order, rule or regulation  applicable to
            the  Seller  of any  court,  federal  or  state  regulatory  body,
            administrative   agency  or  other  governmental   instrumentality
            having jurisdiction over the Seller or its properties.

(v)   No  Proceedings.  There are no  proceedings or  investigations  pending,
            or, to the best of  Seller's  knowledge,  threatened,  before  any
            court, federal or state regulatory body,  administrative agency or
            other governmental  instrumentality  having  jurisdiction over the
            Seller or its properties  which  (i) assert the invalidity of this
            Agreement,  (ii) seek  to prevent the  consummation  of any of the
            transactions  contemplated  by this  Agreement or  (iii) seek  any
            determination  or  ruling  that  might  materially  and  adversely
            affect the performance by the Seller of its obligations  under, or
            the validity or enforceability of, this Agreement.

(vi)  No Consents Required. All approvals,  authorizations,  consents,  orders
            or other  actions of any Person or of any  Governmental  Authority
            required in  connection  with the  execution  and  delivery by the
            Seller  of  this  Agreement  or  any  other  Basic  Document,  the
            performance  by the  Seller of the  transactions  contemplated  by
            this Agreement or any other Basic Document and the  fulfillment by
            the Seller of the terms hereof or thereof,  have been  obtained or
            have been  completed  and are in full force and effect (other than
            approvals,  authorizations,  consents,  orders  or  other  actions
            which if not  obtained  or  completed  or in full force and effect
            would not have a  material  adverse  effect on the  Seller or upon
            the  collectability  of any  Receivable or upon the ability of the
            Seller to perform its obligations under this Agreement).

(b)               The  Seller   makes  the   following   representations   and
      warranties  as to the  Receivables  on which  the  Depositor  relied  in
      accepting  the  Receivables.  The parties  hereto  acknowledge  that the
      representations  and  warranties  below  require  the  Seller to monitor
      conditions  that it may not have the  ability to  monitor.  Accordingly,
      wherever the Seller makes, or is deemed to make, a  representation  that
      it cannot  monitor,  such  representation  shall be made as if  prefaced
      with the  phrase  "to the  best of the  Seller's  knowledge";  provided,
      however,  that the  determination  as to whether a Repurchase  Event has
      occurred  pursuant to  Section 6.02  shall be made  without  reliance on
      whether the Seller  actually had knowledge of the accuracy of any of its
      representations.  Such  representations  and warranties  speak as of the
      execution  and delivery of this  Agreement  but shall  survive the sale,
      transfer and  assignment  of the  Receivables  to the  Depositor and the
      subsequent  assignments and transfers of the Receivables pursuant to the
      Sale and Servicing Agreement and the Indenture:

(i)   Characteristics  of  Receivables.  Each Receivable (A) was originated in
            the United States of America by the Seller in the ordinary  course
            of business or was  originated by a Dealer in the ordinary  course
            of business,  in each case in connection with the retail sale by a
            Dealer  of  Financed  Equipment  in the  ordinary  course  of such
            Dealer's business,  was fully and properly executed by the parties
            thereto,  and if originated  by such Dealer,  was purchased by the
            Seller from such  Dealer and was  validly  assigned by such Dealer
            to the  Seller in  accordance  with its terms,  (B) has  created a



                                       -8-

            valid,  subsisting  and  enforceable  (subject to  paragraph  (iv)
            below) first priority  security interest in favor of the Seller in
            the Financed  Equipment,  and if applicable,  a valid,  subsisting
            and  enforceable   (subject  to  paragraph  (iv)  below)  security
            interest  in  favor  of the  Seller  in  the  Cross-Collateralized
            Equipment,  which security  interests are assignable by the Seller
            to the  Depositor,  by the Depositor to the Issuing  Entity and by
            the  Issuing  Entity  to  the  Indenture  Trustee,   (C)  contains
            customary  and  enforceable  (subject  to  paragraph  (iv)  below)
            provisions  such  that  the  rights  and  remedies  of the  holder
            thereof are adequate for  realization  against the  collateral  of
            the benefits of the  security and (D) provides for fixed  payments
            (except as described  below) on a periodic basis,  yields interest
            at a  fixed-rate  (in  the  case  of  Receivables  related  to  an
            Installment  Sales Contract) and is prepayable  without premium or
            penalty  at  any  time.  The  fixed  payments   provided  for  are
            sufficient to amortize the Amount  Financed of such  Receivable by
            maturity and yield interest at the APR.

(ii)  Schedule of  Receivables.  The  information set forth in the Schedule of
            Receivables  to this Agreement is true and correct in all material
            respects as of the opening of business on the Cut-off  Date and no
            selection  procedures believed to be adverse to the Noteholders or
            the    Certificateholder    were   utilized   in   selecting   the
            Receivables.  The computer  tape  regarding the  Receivables  made
            available to the  Depositor and its assigns is true and correct in
            all respects.

(iii) Compliance  with  Law.  Each  Receivable  and the  sale or  lease of the
            Financed  Equipment  complied  at the  time it was  originated  or
            made,  and at the  execution  of this  Agreement  complies  in all
            material  respects,  with all requirements of applicable  federal,
            state and local laws and regulations  thereunder,  including usury
            laws,   the  Federal   Truth-in-Lending   Act,  the  Equal  Credit
            Opportunity  Act,  the Fair Credit  Reporting  Act,  the Fair Debt
            Collection  Practices Act, the Federal Trade  Commission  Act, the
            Magnuson-Moss   Warranty   Act,   the  Federal   Reserve   Board's
            Regulations  B  and S  and  other  equal  credit  opportunity  and
            disclosure laws.

(iv)  Binding  Obligations.  Each  Receivable  represents the genuine,  legal,
            valid and binding  payment  obligation  in writing of the Obligor,
            enforceable  by the holder  thereof  (which as of the Closing Date
            is  the  Seller)  in  accordance   with  its  terms,   subject  to
            bankruptcy,  insolvency and other laws relating to the enforcement
            of  creditors'  rights  generally  and to  general  principles  of
            equity  (regardless of whether  enforceability  is considered in a
            proceeding  in  equity  or at law).  Such  enforceability  has not
            been and is not  adversely  affected  by whether or not the Seller
            was or is  qualified  to do  business  in the  state in which  the
            Obligor was or is located.

(v)   Security  Interest  in  Financed  Equipment.  Immediately  prior  to the
            sale,  assignment and transfer  thereof,  each Receivable shall be
            secured by a validly  perfected first priority  security  interest



                                       -9-

            in the  Financed  Equipment  in favor  of the  Seller  as  secured
            party.  As  of  the  Cut-off  Date,  such  Financed  Equipment  is
            located in the United States of America.

(vi)  Receivables  in Force.  No Receivable has been  satisfied,  subordinated
            or rescinded  and no Financed  Equipment  been  released  from the
            lien  granted by the related  Receivable  in whole or in part.  No
            Receivable  is  rescindable  on the  basis of  whether  or not the
            Seller was or is  qualified  to do  business in the state in which
            the Obligor was or is located.

(vii) Prospectus  Information.   As  of  the  Cut-off  Date,  each  Receivable
            conforms and all  Receivables  in the  aggregate  conform,  in all
            material   respects,   to  the   description   set  forth  in  the
            Prospectus, including all statistical data or otherwise.

(viii)      No  Amendments.  No  Receivable  has been  amended  such  that the
            amount of the Obligor's  Scheduled  Payments has been increased or
            decreased,  except for increases or decreases  resulting  from the
            inclusion  of  any  premium  for  forced-placed   physical  damage
            insurance covering the Financed Equipment.

(ix)  No Defenses.  To the best  knowledge of Seller,  no right of rescission,
            setoff,  counterclaim  or defense has been  asserted or threatened
            with respect to any Receivable.

(x)   No  Liens.  No liens or  claims  have  been  filed  for  work,  labor or
            materials  relating to any Financed Equipment that are liens prior
            to, or equal or  coordinate  with,  the  security  interest in the
            Financed Equipment granted by the Receivable.

(xi)  No  Default.  No  Receivable  has a payment  that is more  than  31 days
            overdue as of the Cut-off  Date and,  except as  permitted in this
            paragraph,  no  default,  breach,  violation  or event  permitting
            acceleration  under the terms of any  Receivable  has occurred and
            is continuing;  and (except for payment defaults  continuing for a
            period  of not more  than 31 days) no  continuing  condition  that
            with  notice  or the lapse of time  would  constitute  a  default,
            breach,  violation  or event  permitting  acceleration  under  the
            terms of any Receivable has arisen;  and the Seller has not waived
            and shall not waive any of the foregoing.

(xii) Insurance.  Each  Obligor is  required to obtain and  maintain  physical
            damage  insurance  and/or  liability  insurance,   as  applicable,
            covering the Financed  Equipment in  accordance  with the Seller's
            normal requirements.

(xiii)      Title.  It is the  intention  of the Seller that the  transfer and
            assignment   herein   contemplated   constitute   a  sale  of  the
            Receivables  from  the  Seller  to the  Depositor,  and  that  the
            beneficial  interest in and title to the  Receivables  not be part
            of the debtor's  estate in the event of the filing of a bankruptcy
            petition by or against  the Seller  under any  bankruptcy  law. No
            Receivable has been sold, transferred,  assigned or pledged by the
            Seller to any Person other than the Depositor.  Immediately  prior
            to the transfer and  assignment  herein  contemplated,  the Seller



                                       -10-

            has good and marketable title to each  Receivable,  free and clear
            of all  Liens,  encumbrances,  security  interests  and  rights of
            others and,  immediately upon the transfer thereof,  the Depositor
            shall have good and marketable title to each Receivable,  free and
            clear  of  all  Liens,   tax,   governmental   or  similar  liens,
            encumbrances,  security  interests  and rights of others;  and the
            transfer of the  Receivables  to the Depositor has been or will be
            within 10 days after the Closing Date perfected under the UCC.

(xiv) Lawful  Assignment.  No Receivable has been originated in, or is subject
            to the laws of, any  jurisdiction  under which the sale,  transfer
            and  assignment of such  Receivable or any  Receivable  under this
            Agreement,  the Sale and  Servicing  Agreement or the Indenture is
            unlawful, void or voidable.

(xv)  All Actions Taken.  All actions  necessary to give the Depositor a first
            priority perfected ownership interest in the Receivables  pursuant
            to the UCC have been  taken or will be taken  within 10 days after
            the Closing Date.

(xvi) Leases.  Each Lease,  relating to any Receivable  (A) creates a security
            interest  rather than a lease for purposes of Section 1-201 of the
            UCC,  (B) to  the best  knowledge  of Seller,  is not a  "consumer
            lease"  within  the  meaning  of  Article  2A of  the  UCC  in any
            jurisdiction  where said  Article 2A  has been adopted and governs
            the  construction  thereof,  (C) to the best  knowledge of Seller,
            the related  Obligor has accepted the related  Financed  Equipment
            leased to it and has not notified  Seller of any defects  therein,
            (D) is by its terms an absolute and  unconditional  obligation  of
            the  related  Obligor,  and is  non-cancelable,  (E) requires  the
            related  Obligor to maintain the related  Financed  Equipment  for
            its  own  account  except  for any  rental,  (F) the  rights  with
            respect to such  Lease are  assignable  by the  Seller  thereunder
            without  the  consent of any  Person,  (G) is net to the Seller of
            any   maintenance,   taxes,   insurance  or  other   expenses  and
            (H) contains  provisions  requiring the related  Obligor to assume
            all risk of loss or malfunction of the related Financed Equipment.

(xvii)      Maturity of  Receivables.  Each  Receivable has a final  scheduled
            payment  date due not later than the  payment  date  occurring  in
            [Date] as of the Cut-off Date and the weighted  average  remaining
            term of the Receivables is [__] months as of the Cut-off Date.

(xviii)     Location of Receivable  Files.  The  Receivable  Files are kept at
            the  location  listed  in  Schedule  B to the Sale  and  Servicing
            Agreement.

(xix) Outstanding  Contract  Balance.   Each  Receivable  has  an  outstanding
            Contract Balance of at least $[__] as of the Cut-off Date.

(xx)  No  Bankruptcies.  No Obligor on any  Receivable  as of the Cut-off Date
            was  noted in the  related  Receivable  File as  having  filed for
            bankruptcy or as being subject to a bankruptcy  proceeding  and to
            the  Seller's   knowledge  no  such   proceeding   is  pending  or
            threatened against any Obligor.



                                       -11-

(xxi) No Repossessions.  No Financed  Equipment  securing any Receivable is in
            repossession status.

(xxii)      Chattel  Paper.  Each  Receivable  constitutes  "tangible  chattel
            paper"  within  the  meaning  of the UCC of the States of New York
            and Nevada;

(xxiii)     Obligors.  None of the  Receivables  is due from any Person  which
            does not have a mailing  address in the United  States of America.
            No  Receivable  is due from the  United  States of  America or any
            State  or  from  any  agency,   department,   instrumentality   or
            political subdivision thereof.

(xxiv)      One  Original.  There is only one  Original  Contract  related  to
            each Receivable.  With respect to each Receivable,  the Seller has
            a perfected,  first  priority  ownership  or security  interest in
            such  Receivable,  free  and  clear  of all  Liens,  encumbrances,
            security interests or rights of others.

(xxv) Payment  Frequency.  As of the Cut-off Date and as shown on the books of
            the  Seller,  Receivables  having an  aggregate  Contract  Balance
            equal to approximately  [__]% of the aggregate Contract Balance of
            all  Receivables  had monthly  scheduled  payments;  and as of the
            Cut-off Date and as shown on the books of the Seller,  Receivables
            having an aggregate Contract Balance equal to approximately  [__]%
            of  the  aggregate   Contract   Balance  of  all  Receivables  had
            scheduled  payments  which have monthly  scheduled  payments other
            than  certain  months  specified  therein  for  which  payment  is
            skipped.

(xxvi)      Interest  Accrual.  Each  Receivable  related  to  an  Installment
            Sales Contract is, as of the Closing Date, accruing interest.

(xxvii)     Notification   of   Obligors.   With   respect   to  each   Dealer
            Receivable,  the related Obligor has been notified with respect to
            the assignment of the related Contract to the Seller.

                                  ARTICLE IV

                                  CONDITIONS

SECTION 4.01.     Conditions  to  the   Obligation  of  the   Depositor.   The
obligation  of the  Depositor  to purchase the  Receivables  is subject to the
satisfaction of the following conditions:

(a)               Representations  and Warranties  True.  The  representations
      and warranties of the Seller  hereunder shall be true and correct on the
      Closing  Date with the same effect as if then made and the Seller  shall
      have  performed  all  obligations  to be performed by it hereunder on or
      prior to the Closing Date.

(b)               Computer  Files  Marked.   The  Seller  shall,  at  its  own
      expense on or prior to the Closing  Date (i)  indicate  in its  computer
      files that  receivables  created in connection with the Receivables have
      been sold to the  Depositor  pursuant to this  Agreement and sold by the



                                       -12-

      Depositor  to the  Issuing  Entity  pursuant  to the Sale and  Servicing
      Agreement and  (ii) deliver to the Depositor the Schedule of Receivables
      certified by the Chairman, the President,  a Vice President,  Secretary,
      the  Treasurer  or an  Assistant  Treasurer  of the  Seller  to be true,
      correct and complete.

(c)               Documents to be Delivered by Seller at Closing.

(i)   Assignment.  On the Closing  Date,  the Seller will  execute and deliver
            the  Assignment.  The  Assignment  shall be  substantially  in the
            form of Exhibit A.

(ii)  Other  Documents.  Such other  documents as the Depositor may reasonably
            request.

(d)               Other  Transactions.  The  transactions  contemplated by the
      Basic  Documents  to  be  consummated  on  the  Closing  Date  shall  be
      consummated on such date.

SECTION 4.02.     Conditions to Obligation  of Seller.  The  obligation of the
Seller  to  sell  the   Receivables   to  the  Depositor  is  subject  to  the
satisfaction of the following conditions:

(a)               Representations  and Warranties  True.  The  representations
      and warranties of the Depositor  hereunder  shall be true and correct on
      the Closing Date with the same effect as if then made and the  Depositor
      shall have performed all  obligations to be performed by it hereunder on
      or prior to the Closing Date.

(b)               Receivables   Purchase  Price.  On  the  Closing  Date,  the
      Depositor  shall  have  delivered  to  the  Seller  the  purchase  price
      specified in Section 2.01.

SECTION 4.03.     Junior Liens on Financed Equipment and Other Equipment.

(a)               To the  extent  that  any  item  of  Financed  Equipment  is
      subject to a security  interest in favor of the Seller (each,  an "Other
      Security  Interest") to secure an obligation of the related Obligor that
      is not part of a Receivable  that has been  transferred to the Depositor
      pursuant to Section 2.01 (each, an "Other Obligation"),  then the Seller
      agrees  that,  notwithstanding  any  other  provision  of any  document,
      instrument  or  agreement  to the  contrary,  and until (i) the  related
      Receivable  has been paid in full or (ii) the security  interest in such
      item of Financed  Equipment that secures the Receivable (the "Receivable
      Security Interest") has been discharged or released,  (A) the Receivable
      Security  Interest in the Financed  Equipment  shall be prior and senior
      to the Other Security Interest in the Financed Equipment,  and the Other
      Security  Interest in the Financed  Equipment  shall be subordinate  and
      junior to the Receivable  Security  Interest in the Financed  Equipment,
      (B) the Seller shall not transfer the Other  Obligation  to an Affiliate
      of the Seller or a trust (other than the Issuing Entity)  established by
      the  Depositor or any of its  Affiliates  unless the  documentation  for
      such transaction  provides that the Receivable  Security Interest in the
      Financed  Equipment  shall be prior and  senior  to the  Other  Security
      Interest in the Financed  Equipment,  and the Other Security Interest in
      the  Financed   Equipment   shall  be  subordinate  and  junior  to  the
      Receivable  Security  Interest in the  Financed  Equipment,  and (C) the
      Seller shall not transfer the Other Obligation  (other than as described



                                       -13-

      in clause (B) of this Section)  unless the transferee  agrees in writing
      that the Receivable  Security  Interest in the Financed  Equipment shall
      be prior and  senior  to the Other  Security  Interest  in the  Financed
      Equipment,  and the Other  Security  Interest in the Financed  Equipment
      shall be subordinate and junior to the Receivable  Security  Interest in
      the Financed Equipment.

(b)               To the extent that any  Receivable  is secured by a security
      interest in any equipment other than the Financed  Equipment (the "Other
      Equipment") and such Other  Equipment is subject to a security  interest
      (each,  an "Affiliate  Trust Security  Interest") in favor of the Seller
      that has been  assigned by the Seller to a trust (other than the Issuing
      Entity) established by the Depositor or any of its Affiliates,  then the
      Seller and the Depositor  agree that that the Affiliate  Trust  Security
      Interest  in the  Other  Equipment  shall be  prior  and  senior  to the
      security  interest in the Other  Equipment that secures the  Receivable,
      and the  security  interest  in the Other  Equipment  that  secures  the
      Receivable  shall be  subordinate  and  junior  to the  Affiliate  Trust
      Security Interest in the Other Equipment.

                                 ARTICLE V

                  COVENANTS OF THE SELLER AND THE DEPOSITOR

      The  Seller  and  the  Depositor  agree  with  each  other  as  follows;
provided,  however,  that to the extent  that any  provision  of this  Article
conflicts  with any  provision of the Sale and Servicing  Agreement,  the Sale
and Servicing Agreement shall govern:

SECTION 5.01.     Protection of Right, Title and Interest.

(a)               Further  Assurances.  The Seller  shall take all  actions to
      preserve and protect the right,  title and interest of the  Depositor in
      and to the  Receivables  and the other  property  included  in the Owner
      Trust Estate.  The Depositor  shall  cooperate  fully with the Seller in
      connection  with the  obligations  set forth above and will  execute any
      and all  documents  reasonably  required  to fulfill the purpose of this
      paragraph.

(b)               Name  Change.  Within  15 days  after the  Seller  makes any
      change in its name or type or jurisdiction of  organization,  the Seller
      shall give the Depositor notice of any such change.

(c)               UCC  Financing   Statements.   The  Seller  shall  file  and
      maintain all  appropriate  financing  statements  (in the proper  filing
      office,  in the  appropriate  jurisdiction),  necessary to perfect,  and
      maintain the perfection of, the ownership  interest or security interest
      of the Depositor in the Receivables.

SECTION 5.02.     Other  Liens  or  Interests.   Except  for  the  conveyances
hereunder  and  pursuant  to the Sale and  Servicing  Agreement  and the other
Basic Documents,  the Seller shall not sell, pledge, assign or transfer to any
Person, or grant,  create,  incur,  assume or suffer to exist any Lien on, any
interest  in, to and under the  Receivables,  and the Seller  shall defend the
right,  title and interest of the Depositor  in, to and under the  Receivables
against all claims of third  parties  claiming  through or under the Seller or
any  Dealer;  provided,  however,  that the  Seller's  obligations  under this



                                       -14-

Section  shall  terminate  one year and one day after the  termination  of the
Issuing Entity pursuant to the Trust Agreement.

SECTION 5.03.     Chief   Executive   Office.   During   the   term   of   the
Receivables,  the Seller will  maintain its chief  executive  office in one of
the States of the United States of America or the District of Columbia.

SECTION 5.04.     Corporate Existence.

(a)               During the term of this  Agreement,  the Depositor will keep
      in full force and  effect its  existence,  rights  and  franchises  as a
      corporation  under the laws of Nevada and will obtain and  preserve  its
      qualification  to  do  business  in  each  jurisdiction  in  which  such
      qualification  is or shall be  necessary  to protect  the  validity  and
      enforceability  of this  Agreement,  the Basic  Documents and each other
      instrument  or  agreement   necessary  or   appropriate  to  the  proper
      administration  of this  Agreement and the Sale and Servicing  Agreement
      and the transactions contemplated hereby.

(b)               The  Seller  will not take  any  action  or fail to take any
      action if such act or omission  would cause the Depositor not to observe
      the covenants set forth in  Section 5.04(c) or to violate the provisions
      of the Depositor's articles of incorporation.

(c)               The  Depositor  and the  Seller  agree  that  each of  their
      respective  businesses  shall  be  conducted  as  follows,  and  neither
      Depositor  nor the  Seller  shall  take any  action  or fail to take any
      action if such act or omission would cause its  respective  business not
      to be conducted as follows:

(i)   The Depositor  will maintain both an office at which its business is and
            will be conducted and a telephone  number separate from the Seller
            or any of the Seller's Affiliates.

(ii)  At  least  two of the  Depositor's  directors  are not and  will  not be
            directors,  officers  or  employees  of the  Seller  or any of the
            Seller's  Affiliates.  No employee of the  Depositor  shall engage
            in any servicing  functions with respect to the  Receivables  and,
            with  respect to the  Depositor,  shall only  engage in  corporate
            governance  and  clerical  functions.  So  long  as the  Depositor
            maintains an employee at its office,  the  Depositor  shall at all
            times maintain comprehensive  liability and workmen's compensation
            insurance  (as is  customary  for  commercial  enterprises)  in an
            amount,  when taking into account any available  umbrella  policy,
            at least equal to $5,000,000.

(iii) The  Depositor  will maintain  corporate  records and books and accounts
            separate  from  those  of  the  Seller  or  any  of  the  Seller's
            Affiliates.

(iv)  Except as expressly  permitted by the Sale and Servicing  Agreement with
            respect to  collections on the  Receivables  prior to the transfer
            of such  collections to the Collection  Account,  the  Depositor's
            funds  will not be  commingled  with those of the Seller or any of



                                       -15-

            the Seller's  Affiliates,  and the Depositor  shall  maintain bank
            accounts  separate from those of the Seller or any of the Seller's
            Affiliates.

(v)   As  long  as it is the  Servicer,  the  Seller  shall  maintain  records
            permitting  a  determination  on a daily  basis of the  amount and
            location of any of its funds  which are  commingled  as  permitted
            under clause (iv) above.

(vi)  The Board of Directors of the Depositor will take appropriate  corporate
            action   (including   holding  meetings  or  acting  by  unanimous
            consent) to authorize all of the  Depositor's  corporate  actions,
            and minutes  shall be  maintained  by the  Depositor  separate and
            apart from those of the Seller or any of the Seller's Affiliates.

(vii) The Depositor shall at all times be adequately  capitalized to engage in
            the transactions  contemplated at its formation.  Without limiting
            the foregoing,  the Depositor shall at all times maintain  capital
            sufficient  to pay  its  rent,  salary  of any  employee,  and any
            required  insurance from the Closing Date until the termination of
            the Issuing Entity in accordance  with the terms and conditions of
            the Trust Agreement.

(viii)      The  Depositor  shall not incur or  guarantee  any debt other than
            under the Sale and  Servicing  Agreement,  nor shall the Depositor
            make any loans,  pledge  its  assets for the  benefit of any other
            entity or hold out its credit as being  available  to satisfy  the
            obligations of others,  other than as permitted by the Depositor's
            articles of incorporation.

(ix)  The  Depositor  shall not engage in any  transaction  with the Seller or
            any of the Seller's  Affiliates on terms more  favorable than in a
            similar transaction involving a third party.

(x)   The Depositor shall at all times use its own stationery.

(xi)  The Depositor shall always be described as a separate  corporation,  and
            never as a department,  division or otherwise of the Seller or any
            of the Seller's Affiliates.

(xii) The  Depositor  shall act solely in its own  corporate  name and through
            its own  authorized  officers  and agents.  Neither the  Depositor
            nor any of Depositor's  Affiliates shall be appointed agent of the
            Seller,   except  as  expressly  provided  for  by  the  Sale  and
            Servicing Agreement and the Administration Agreement.

(xiii)      The data and  records  (including  computer  records)  used by the
            Depositor or the Seller in the  collection and  administration  of
            the Receivables shall reflect the Depositor's  ownership  interest
            therein.

(xiv) Other than organizational  expenses,  the Depositor shall be responsible
            for the  payment of all  expenses  including  the  salaries of its



                                       -16-

            employees,  indebtedness  and other  obligations  incurred  by it,
            including  a fair and  reasonable  allocation  for  shared  office
            space.

(xv)  The  Depositor  shall at all times hold  itself out to the public  under
            the  Depositor's  own name as a legal entity separate and distinct
            from the  Seller  and any of the  Seller's  Affiliates  and  shall
            correct  any  known   misunderstanding   regarding   its  separate
            identity.

(xvi) None of the  Depositor's  funds nor any of the funds  held by the Seller
            on behalf of the  Depositor or the holders of the  Certificate  or
            the Notes shall be invested in securities  issued by the Seller or
            any of the Seller's Affiliates.

(xvii)      The Depositor  shall at all times maintain a sufficient  number of
            employees in light of its contemplated business operations.

(xviii)     At any time the  Notes  are  outstanding,  the  Seller  shall  not
            (A) dissolve  or  liquidate,  (B)  merge or  consolidate  with any
            other entity, (C) sell its assets  substantially in their entirety
            to any other  entity or (D) amend its  articles of  incorporation,
            in each case unless the Rating Agency Condition is satisfied.

(d)               The  Depositor and the Seller will each furnish to the other
      on or before April 30 of each year (commencing  April 30, 20[__]) for so
      long  as any  Certificate  or  Note  remains  outstanding  an  Officer's
      Certificate to the effect that all of its respective  obligations  under
      this Section 5.04 have been fulfilled  throughout the preceding calendar
      year (or the period from the Closing Date until December 31, 20[__],  as
      applicable),  or, if there has been any  default in the  fulfillment  of
      any such  obligations,  specifying each such default known to the signer
      thereof and the nature and status thereof.

(e)               The Seller will not  transfer or assign any  interest in the
      Depositor  except  pursuant to an instrument  under which the transferee
      or assignee of such interest  expressly  assumes the  performance of all
      covenants  of  the  Seller  to  be  performed  or  observed  under  this
      Section 5.04.

(f)               The annual consolidated  audited financial statements of the
      Depositor  and the Seller will  reflect  the results of the  issuance of
      the  Notes  and  Certificates  in  accordance  with  generally  accepted
      accounting  principles  and also  disclose that the assets of the Seller
      are  not  available  to pay  creditors  of the  Depositor  or any  other
      Affiliate of the Seller.

SECTION 5.05.     Indemnification.  The Seller shall  indemnify  the Depositor
for any  liability as a result of the failure of a Receivable to be originated
in compliance  with all  requirements  of law and for any breach of any of its
representations   and   warranties    contained   herein,   other   than   the
representations  and warranties made pursuant to Section 3.02(b) for which the
sole remedy shall be provided by  Section 6.02;  provided,  however,  that the
Seller shall  indemnify the Depositor for any liability  arising from a breach
of  Section 3.02(b)(ii),  (iii) and (xxv).  These indemnity  obligations shall
be in addition to any other obligation that the Seller may otherwise have.



                                       -17-

SECTION 5.06.     Regulation  AB  Compliance.  The Seller shall provide to the
Depositor  such  information  and  disclosure  as is  required  to enable  the
Depositor to comply with all of its obligations  under Regulation AB under the
Securities Act of 1933 and the Securities Exchange Act of 1934.

                                   ARTICLE VI

                           MISCELLANEOUS PROVISIONS

SECTION 6.01.     Obligations of Seller.  The  obligations of the Seller under
this Agreement shall not be affected by reason of any  invalidity,  illegality
or irregularity of any Receivable.

SECTION 6.02.     Repurchase Events.

(a)               The Seller  hereby  covenants  and agrees with the Depositor
      for  the  benefit  of  the  Depositor,   the  Indenture   Trustee,   the
      Noteholders,  the  Owner  Trustee  and the  Certificateholder  that  the
      occurrence  of a  breach  of  any of the  Seller's  representations  and
      warranties  contained in Section 3.02(b)  (other than the representation
      and  warranty  contained  in   Section 3.02(b)(xxv))  in  respect  of  a
      Receivable   shall   constitute  an  event   obligating  the  Seller  to
      repurchase  such  Receivable  (each,  a  "Repurchase   Event"),  at  the
      Purchase Amount from the Depositor or from the Issuing Entity.

(b)               These repurchase  obligations of the Seller shall constitute
      the  sole  remedies  to  the  Depositor,   the  Indenture  Trustee,  the
      Noteholders,  the Owner  Trustee and the  Certificateholder  against the
      Seller with respect to any Repurchase Event.

(c)               The terms  and  conditions  of the  Depositor's  rights  and
      obligations  to  enforce  its  right  of  repurchase  pursuant  to  this
      Section 6.02   shall  be  governed  by  Section 3.02  of  the  Sale  and
      Servicing Agreement.

SECTION 6.03.     Depositor  Assignment  of  Repurchased   Receivables.   With
respect  to  all  Receivables  repurchased  by the  Seller  pursuant  to  this
Agreement,  the Depositor shall assign,  without  recourse,  representation or
warranty,  to the Seller all the Depositor's  right, title and interest in and
to such Receivables, and all security and documents relating thereto.

SECTION 6.04.     Issuing  Entity.  The Seller  acknowledges  and agrees  that
(a) the Depositor  will,  pursuant to the Sale and Servicing  Agreement,  sell
the  Receivables  to the  Issuing  Entity and  assign  its  rights  under this
Agreement to the Issuing Entity, (b) the Issuing Entity will,  pursuant to the
Indenture,  assign such  Receivables and such rights to the Indenture  Trustee
and (c) the  representations  and  warranties  contained in this Agreement and
the rights of the Depositor under this Agreement,  including Section 6.02, are
intended  to  benefit  the  Issuing  Entity,  the  Certificateholder  and  the
Noteholders (and may be enforced  directly by the Indenture  Trustee on behalf
of the  Noteholders  and by the Owner Trustee on behalf of the Issuing  Entity
or the  Certificateholder).  The Seller hereby  consents to all such sales and
assignments.

SECTION 6.05.     Amendment.  This  Agreement  may be  amended  from  time  to
time,  with  prior  written  notice  to  the  Rating  Agencies,  by a  written
amendment  duly  executed  and  delivered  by the  Seller  and the  Depositor,



                                       -18-

without  the  consent of the  Noteholders  or the  Certificateholder,  for the
purpose of adding any  provisions to or changing in any manner or  eliminating
any of the  provisions  of this  Agreement  or of  modifying in any manner the
rights of the Noteholders or  Certificateholder;  provided that such amendment
will not, as  expressed  in an Opinion of Counsel,  materially  and  adversely
affect the interest of any Noteholder or the  Certificateholder or the federal
tax  characterization  of the Notes. This Agreement may also be amended by the
Seller and the Depositor,  with prior written  notice to the Rating  Agencies,
with the consent of the  Noteholders  evidencing a majority in the Outstanding
Principal  Amount of the Notes and the  Certificateholder  for the  purpose of
adding any provisions to or changing in any manner or  eliminating  any of the
provisions  of this  Agreement  or of  modifying  in any  manner the rights of
Noteholders  or  the  Certificateholder;   provided,  however,  that  no  such
amendment  may  (i) increase  or  reduce  in any  manner  the  amount  of,  or
accelerate  or delay  the  timing  of,  any  payment  by Seller  hereunder  or
collections of payments on Receivables or  distributions  that are required to
be made  for the  benefit  of  Noteholders  or the  Certificateholder  or (ii)
reduce the  aforesaid  percentage of the Notes and the  Certificate  which are
required to consent to any such amendment,  without the consent of the holders
of all the outstanding Notes and the holder of the Certificate.

SECTION 6.06.     Waivers.  No failure  or delay on the part of the  Depositor
in  exercising  any  power,  right  or  remedy  under  this  Agreement  or the
Assignment shall operate as a waiver thereof,  nor shall any single or partial
exercise of any such power,  right or remedy preclude and any other or further
exercise thereof or the exercise of any other power, right or remedy.

SECTION 6.07.     Notices.  All  demands,  notices  and  communications  under
this  Agreement  shall  be in  writing,  personally  delivered  or  mailed  by
certified  mail,  return receipt  requested,  and shall be deemed to have been
duly  given  upon  receipt  (a) in the  case  of the  Seller,  to  Caterpillar
Financial  Services  Corporation,   2120  West  End  Avenue,   Nashville,   TN
37203-0001,  (615) 341-1000; (b) in the case of the Depositor,  to Caterpillar
Financial Funding  Corporation,  4040 S. Eastern Avenue, Suite 344, Las Vegas,
Nevada  89119 (702)  735-2514;  (c) in the case of [Name and address of Rating
Agency  1]; and (d) in the case of [Name and  address of Rating  Agency 2]; or
as to each of the  foregoing,  at such other address as shall be designated by
written notice to the other parties.

SECTION 6.08.     Costs  and  Expenses.  The  Seller  will  pay  all  expenses
incident to the performance of its obligations  under this Agreement,  and the
Seller agrees to pay all  reasonable  out-of-pocket  costs and expenses of the
Depositor,  excluding  fees and expenses of counsel,  in  connection  with the
perfection  as against  third  parties  of the  Depositor's  right,  title and
interest in and to the  Receivables  and the  enforcement of any obligation of
the Seller hereunder.

SECTION 6.09.     Representations  of Seller  and  Depositor.  The  respective
agreements,  representations,  warranties  and other  statements by the Seller
and the  Depositor  set  forth in or made  pursuant  to this  Agreement  shall
remain  in  full  force  and  effect  and  will  survive  the  closing   under
Section 2.02.



                                       -19-

SECTION 6.10.     Confidential  Information.  The  Depositor  agrees  that  it
will  neither use nor  disclose to any Person the names and  addresses  of the
Obligors,  except in connection with the enforcement of the Depositor's rights
hereunder,  under the Receivables,  under the Sale and Servicing  Agreement or
any other Basic Document or as required by any of the foregoing or by law.

SECTION 6.11.     Headings  and  Cross-References.  The  various  headings  in
this  Agreement  are  included for  convenience  only and shall not affect the
meaning or  interpretation  of any provision of this Agreement.  References in
this  Agreement  to Section  names or  numbers  are to such  Sections  of this
Agreement.

SECTION 6.12.     Governing Law. THIS AGREEMENT AND THE  ASSIGNMENTS  SHALL BE
GOVERNED  BY AND  CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW
YORK WITHOUT  REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS
5-1401  AND  5-1402  OF  THE  NEW  YORK  GENERAL  OBLIGATIONS  LAW),  AND  THE
OBLIGATIONS,  RIGHTS, REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

SECTION 6.13.     Counterparts.  This  Agreement  may  be  executed  in two or
more counterparts and by different parties on separate  counterparts,  each of
which shall be an original,  but all of which  together  shall  constitute one
and the same instrument.

                           [Signature Page Follows]



                                       -20-

      IN WITNESS WHEREOF,  the parties hereto have caused this Agreement to be
executed by their respective  officers duly authorized as of the date and year
first above written.

                                       CATERPILLAR FINANCIAL FUNDING
                                       CORPORATION, as Depositor



                                       By:_____________________________________
                                            Name:
                                            Title:


                                       CATERPILLAR FINANCIAL SERVICES
                                       CORPORATION, as Seller



                                       By:_____________________________________
                                            Name:
                                            Title:

                                  SCHEDULE A

                           SCHEDULE OF RECEIVABLES










                               Schedule A-1

                                  EXHIBIT A

                          ASSIGNMENT OF RECEIVABLES

                                    [Date]

            For value received, in accordance with the Purchase Agreement,
dated as of [Date] (the "Purchase Agreement"), between the undersigned, as
seller, and Caterpillar Financial Funding Corporation, as purchaser (the
"Depositor"), the undersigned does hereby sell, assign, transfer and
otherwise convey unto the Depositor, without recourse, (i) all right, title
and interest of the undersigned in and to the Receivables, and all monies
(including accrued interest) due thereunder on and after the Cut-off Date;
(ii) the interests of the undersigned in the security interests in the
Transaction Equipment granted by Obligors pursuant to the Receivables and any
other interest of the undersigned in such Transaction Equipment, including
any Liquidation Proceeds; (iii) the interest and rights of the undersigned in
any proceeds with respect to the Receivables from claims on any physical
damage, credit life, liability or disability insurance policies covering
Financed Equipment or Obligors, as the case may be; (iv) the interest of the
undersigned in any proceeds from recourse to, or other payment by, Dealers on
Receivables; and (v) the proceeds of any and all of the foregoing.

            This Assignment is made pursuant to and upon the representations,
warranties and agreements on the part of the undersigned contained in the
Purchase Agreement and is to be governed by the Purchase Agreement.

            Capitalized terms used herein and not otherwise defined shall
have the meaning assigned to them in the Purchase Agreement.

            IN WITNESS WHEREOF, the undersigned has caused this Assignment to
be duly executed as of the day and year first set forth above.


                                    CATERPILLAR FINANCIAL SERVICES
                                    CORPORATION


                                    By:   _________________________________
                                          Name:
                                          Title:



                                       A-1