PURCHASE AGREEMENT

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                                                                    EXHIBIT 10.2

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                               PURCHASE AGREEMENT

                           dated as of [____________]

                                     between

                                 VW CREDIT, INC.

                                       and

                 VOLKSWAGEN PUBLIC AUTO LOAN SECURITIZATION, LLC

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                                                              Purchase Agreement

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                                TABLE OF CONTENTS

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ARTICLE I DEFINITIONS AND USAGE .........................................      1
   SECTION 1.1   Definitions .............................................      1
   SECTION 1.2   Other Interpretive Provisions ...........................      1

ARTICLE II PURCHASE .....................................................      2
   SECTION 2.1   Agreement to Sell and Contribute on the Closing Date ....      2
   SECTION 2.2   Consideration and Payment ...............................      2

ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS ...................      2
   SECTION 3.1   Representations and Warranties of VCI ...................      2
   SECTION 3.2   Representations and Warranties of VCI as to each
                Receivable ..............................................      3
   SECTION 3.3   Repurchase upon Breach ..................................      3
   SECTION 3.4   Protection of Title .....................................      4
   SECTION 3.5   Other Liens or Interests ................................      5
   SECTION 3.6   Perfection Representations, Warranties and Covenants ....      5

ARTICLE IV MISCELLANEOUS ................................................      5
   SECTION 4.1   Transfers Intended as Sale; Security Interest ...........      5
   SECTION 4.2   Notices, Etc ............................................      6
   SECTION 4.3   Choice of Law ...........................................      7
   SECTION 4.4   Headings ................................................      7
   SECTION 4.5   Counterparts ............................................      7
   SECTION 4.6   Amendment ...............................................      7
   SECTION 4.7   Waivers .................................................      8
   SECTION 4.8   Entire Agreement ........................................      8
   SECTION 4.9   Severability of Provisions ..............................      8
   SECTION 4.10 Binding Effect ..........................................      8
   SECTION 4.11 Acknowledgment and Agreement ............................      8
   SECTION 4.12 Cumulative Remedies .....................................      9
   SECTION 4.13 Nonpetition Covenant ....................................      9
   SECTION 4.14 Submission to Jurisdiction ..............................      9
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                                       i

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                                    EXHIBITS

Exhibit A      Form of Assignment Pursuant to Purchase Agreement
Schedule I     Representations and Warranties With Respect to the Receivables
Schedule II    Perfection Representations, Warranties and Covenants


                                       ii

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     THIS PURCHASE AGREEMENT is made and entered into as of [____________] (as
amended from time to time, this "Agreement") by VW CREDIT, INC., a Delaware
corporation ("VCI"), and VOLKSWAGEN PUBLIC AUTO LOAN SECURITIZATION, LLC, a
Delaware limited liability company (the "Purchaser").

                                   WITNESSETH:

     WHEREAS, the Purchaser desires to purchase from VCI a portfolio of motor
vehicle receivables, including retail motor vehicle installment sales contracts
and/or installment loans that are secured by new and used automobiles and
light-duty trucks; and

     WHEREAS, VCI is willing to sell such portfolio of motor vehicle receivables
and related property to the Purchaser on the terms and conditions set forth in
this Agreement.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
set forth herein, the parties hereto agree as follows:

                                   ARTICLE I

                               DEFINITIONS AND USAGE

     SECTION 1.1 Definitions. Except as otherwise defined herein or as the
context may otherwise require, capitalized terms used but not otherwise defined
herein are defined in Appendix A to the Sale and Servicing Agreement dated as of
the date hereof (as from time to time amended, supplemented or otherwise
modified and in effect, the "Sale and Servicing Agreement") among Volkswagen
Auto Loan Enhanced Trust 20[__]-[__], VCI, as servicer, the Purchaser, as
seller, and [_________], as indenture trustee, which also contains rules as to
usage that are applicable herein.

     SECTION 1.2 Other Interpretive Provisions. For purposes of this Agreement,
unless the context otherwise requires: (a) accounting terms not otherwise
defined in this Agreement, and accounting terms partly defined in this Agreement
to the extent not defined, shall have the respective meanings given to them
under GAAP; (b) terms defined in Article 9 of the UCC as in effect in the
relevant jurisdiction and not otherwise defined in this Agreement are used as
defined in that Article; (c) the words "hereof," "herein" and "hereunder" and
words of similar import refer to this Agreement as a whole and not to any
particular provision of this Agreement; (d) references to any Article, Section,
Schedule, Appendix or Exhibit are references to Articles, Sections, Schedules,
Appendices and Exhibits in or to this Agreement and references to any paragraph,
subsection, clause or other subdivision within any Section or definition refer
to such paragraph, subsection, clause or other subdivision of such Section or
definition; (e) the term "including" means "including without limitation"; (f)
except as otherwise expressly provided herein, references to any law or
regulation refer to that law or regulation as amended from time to time and
include any successor law or regulation; (g) references to any Person include
that Person's successors and assigns; and (h) headings are for purposes of
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.

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                                   ARTICLE II

                                    PURCHASE

     SECTION 2.1 Agreement to Sell and Contribute on the Closing Date. On the
terms and subject to the conditions set forth in this Agreement, VCI agrees to
transfer, assign, set over, sell and otherwise convey to the Purchaser without
recourse (subject to the obligations herein) on the Closing Date all of its
right, title and interest in, to and under the Receivables, the Collections
after the Cut-Off Date and the Related Security relating thereto, described in
an Assignment in the form of Exhibit A delivered on the Closing Date (the
"Purchased Assets") having a Net Pool Balance as of the Cut-Off Date equal to
$[____________], which sale shall be effective as of the Cut-Off Date. The sale,
transfer, assignment and conveyance made hereunder does not constitute and is
not intended to result in an assumption by the Purchaser of any obligation of
the applicable Originator to the Obligors, the Dealers or any other Person in
connection with the Receivables or the other assets and properties conveyed
hereunder or any agreement, document or instrument related thereto.

     SECTION 2.2 Consideration and Payment. In consideration of the transfer of
the Purchased Assets conveyed to the Purchaser on the Closing Date, the
Purchaser shall pay in cash to VCI on such date an amount equal to
$[__________], and VCI elects to contribute to the Purchaser such Purchased
Assets as had an Outstanding Principal Balance equal to $[__________].

                                  ARTICLE III

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

     SECTION 3.1 Representations and Warranties of VCI. VCI makes the following
representations and warranties as of the Closing Date on which the Purchaser
will be deemed to have relied in acquiring the Purchased Assets. The
representations and warranties will survive the conveyance of the Purchased
Assets to the Purchaser, the conveyance of the Purchased Assets to the Issuer
pursuant to the Sale and Servicing Agreement and the Grant thereof by the Issuer
to the Indenture Trustee pursuant to the Indenture:

     (a) Existence and Power. VCI is a corporation validly existing and in good
standing under the laws of its state of organization and has, in all material
respects, all power and authority required to carry on its business as now
conducted. VCI has obtained all necessary licenses and approvals in each
jurisdiction where the failure to do so would materially and adversely affect
the ability of VCI to perform its obligations under the Transaction Documents or
the enforceability or collectibility of the Receivables or any other part of the
Purchased Assets.

     (b) Authorization and No Contravention. The execution, delivery and
performance by VCI of each Transaction Document to which it is a party (i) have
been duly authorized by all necessary action on the part of VCI and (ii) do not
contravene or constitute a default under (A) any applicable law, rule or
regulation, (B) its organizational documents or (C) any material agreement,
contract, order or other instrument to which it is a party or its property is
subject (other than violations of which do not affect the legality, validity or
enforceability of any of such agreements and which, individually or in the
aggregate, would not materially and adversely


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affect the transactions contemplated by, or VCI's ability to perform its
obligations under, the Transaction Documents).

     (c) No Consent Required. No approval or authorization by, or filing with,
any Governmental Authority is required in connection with the execution,
delivery and performance by VCI of any Transaction Document other than (i) UCC
filings, (ii) approvals and authorizations that have previously been obtained
and filings that have previously been made and (iii) approvals, authorizations
or filings which, if not obtained or made, would not have a material adverse
effect on the enforceability or collectibility of the Receivables or any other
part of the Purchased Assets or would not materially and adversely affect the
ability of VCI to perform its obligations under the Transaction Documents.

     (d) Binding Effect. Each Transaction Document to which VCI is a party
constitutes the legal, valid and binding obligation of VCI enforceable against
VCI in accordance with its terms, except as such enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium, receivership,
conservatorship or other similar laws affecting creditors' rights generally and,
if applicable, the rights of creditors of corporations from time to time in
effect or by general principles of equity.

     (e) No Proceedings. There are no actions, suits or proceedings pending or,
to the knowledge of VCI, threatened against VCI before or by any Governmental
Authority that (i) assert the invalidity or unenforceability of this Agreement
or any of the other Transaction Documents, (ii) seeking to prevent the issuance
of the Notes or the consummation of any of the transactions contemplated by this
Agreement or any of the other Transaction Documents, (iii) seeking any
determination or ruling that would materially and adversely affect the
performance by VCI of its obligations under this Agreement or any of the other
Transaction Documents, or (iv) relate to VCI that would materially and adversely
affect the federal or Applicable Tax State income, excise, franchise or similar
tax attributes of the Notes.

     (f) Lien Filings. VCI is not aware of any material judgment, ERISA or tax
lien filings against VCI.

     SECTION 3.2 Representations and Warranties of VCI as to each Receivable.
VCI hereby makes the representations and warranties set forth on Schedule I as
to the Receivables, sold, transferred, assigned, set over, sold and otherwise
conveyed to the Purchaser on which such representations and warranties the
Purchaser relies in acquiring the Receivables. Such representations and
warranties shall survive the sale of the Receivables to the Issuer under the
Sale and Servicing Agreement, and the Grant of the Receivables by the Issuer to
the Indenture Trustee pursuant to the Indenture. Notwithstanding any statement
to the contrary contained herein or in any other Transaction Document, VCI shall
not be required to notify any insurer with respect to any Insurance Policy
obtained by an Obligor or to notify any Dealer about any aspect of the
transaction contemplated by the Transaction Documents.

     SECTION 3.3 Repurchase upon Breach. Upon discovery by or notice to the
Purchaser or VCI of a breach of any of the representations and warranties set
forth in Section 3.2 at the time such representations and warranties were made
which materially and adversely affects the interests of the Issuer or the
Noteholders, the party discovering such breach or


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receiving such notice shall give prompt written notice thereof to the other
party; provided that delivery of the Servicer's Certificate shall be deemed to
constitute prompt notice by the Servicer and the Issuer of such breach;
provided, further, that the failure to give such notice shall not affect any
obligation of VCI hereunder. If VCI does not correct or cure such breach prior
to the end of the Collection Period which includes the 60th day (or, if VCI
elects, an earlier date) after the date that VCI became aware or was notified of
such breach, then VCI shall purchase any Receivable materially and adversely
affected by such breach from the Purchaser on the Payment Date following the end
of such Collection Period. Any such breach or failure will not be deemed to have
a material and adverse effect if such breach or failure does not affect the
ability of the Purchaser (or its assignee) to receive and retain timely payment
in full on such Receivable. Any such purchase by VCI shall be at a price equal
to the Repurchase Price. In consideration for such repurchase, VCI shall make
(or shall cause to be made) a payment to the Purchaser equal to the Repurchase
Price by depositing such amount into the Collection Account prior to 11:00 am,
New York City time on such Payment Date. Upon payment of such Repurchase Price
by VCI, the Purchaser shall release and shall execute and deliver such
instruments of release, transfer or assignment, in each case without recourse or
representation, as may be reasonably requested by VCI to evidence such release,
transfer or assignment or more effectively vest in VCI or its designee any
Receivable repurchased pursuant hereto. It is understood and agreed that the
obligation of VCI to purchase any Receivable as described above shall constitute
the sole remedy respecting such breach available to the Purchaser.

     SECTION 3.4 Protection of Title.

     (a) VCI shall authorize and file such financing statements and cause to be
authorized and filed such continuation and other statements, all in such manner
and in such places as may be required by law fully to preserve, maintain and
protect the interest of the Purchaser under this Agreement in the Receivables.
VCI shall deliver (or cause to be delivered) to the Purchaser file-stamped
copies of, or filing receipts for, any document filed as provided above, as soon
as available following such filing.

     (b) VCI shall not change its name, identity, corporate structure or
jurisdiction of organization in any manner that would make any financing
statement or continuation statement filed by VCI in accordance with paragraph
(a) above "seriously misleading" within the meaning of Sections 9-506, 9-507 or
9-508 of the UCC, unless it shall have given the Purchaser at least five days'
prior written notice thereof and, to the extent necessary, shall have promptly
filed amendments to previously filed financing statements or continuation
statements described in paragraph (a) above.

     (c) VCI shall give the Purchaser at least ten days' prior written notice of
any change of location of VCI for purposes of Section 9-307 of the UCC and shall
have taken all action prior to making such change (or shall have made
arrangements to take such action substantially simultaneously with such change,
if it is not possible to take such action in advance) reasonably necessary or
advisable in the opinion of the Purchaser to amend all previously filed
financing statements or continuation statements described in paragraph (a)
above.

     (d) VCI shall maintain (or shall cause its Sub-Servicer to maintain)
accounts and records as to each Receivable accurately and in sufficient detail
to permit (i) the reader thereof to


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know at any time the status of such Receivable, including payments and
recoveries made and payment owing (and the nature of each) and (ii)
reconciliation between payments or recoveries on (or with respect to) each
Receivable and the amounts from time to time deposited in the Collection Account
in respect of such Receivable.

     (e) VCI shall maintain (or shall cause its Sub-Servicer to maintain) its
computer systems so that, from time to time after the conveyance under this
Agreement of the Receivables, the master computer records (including any backup
archives) that refer to a Receivable shall indicate clearly the interest of the
Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and
that such Receivable is owned by such Person. Indication of such Person's
interest in a Receivable shall not be deleted from or modified on such computer
systems until, and only until, the related Receivable shall have been paid in
full or repurchased.

     (f) If at any time VCI shall propose to sell, grant a security interest in
or otherwise transfer any interest in motor vehicle receivables to any
prospective purchaser, lender or other transferee, VCI shall give to such
prospective purchaser, lender or other transferee computer tapes, records or
printouts (including any restored from backup archives) that, if they shall
refer in any manner whatsoever to any Receivable, shall indicate clearly that
such Receivable has been sold and is owned by the Purchaser (or any subsequent
assignee of the Purchaser).

     SECTION 3.5 Other Liens or Interests. Except for the conveyances and grants
of security interests pursuant to this Agreement and the other Transaction
Documents, VCI shall not sell, pledge, assign or transfer the Receivables or
other property transferred to the Purchaser to any other Person, or grant,
create, incur, assume or suffer to exist any Lien (other than Permitted Liens)
on any interest therein, and VCI shall defend the right, title and interest of
the Purchaser in, to and under such Receivables or other property transferred to
the Purchaser against all claims of third parties claiming through or under VCI.

     SECTION 3.6 Perfection Representations, Warranties and Covenants. VCI
hereby makes the perfection representations, warranties and covenants attached
set forth on Schedule II hereto to the Purchaser and the Purchaser shall be
deemed to have relied on such representations, warranties and covenants in
acquiring the Purchased Assets.

                                   ARTICLE IV

                                  MISCELLANEOUS

     SECTION 4.1 Transfers Intended as Sale; Security Interest.

     (a) Each of the parties hereto expressly intends and agrees that the
transfers contemplated and effected under this Agreement are complete and
absolute sales and transfers rather than pledges or assignments of only a
security interest and shall be given effect as such for all purposes. It is
further the intention of the parties hereto that the Receivables and related
Purchased Assets shall not be part of VCI's estate in the event of a bankruptcy
or insolvency of VCI. The sales and transfers by VCI of the Receivables and
related Purchased Assets hereunder are and shall be without recourse to, or
representation or warranty (express or implied) by, VCI, except as otherwise
specifically provided herein. The limited rights of recourse specified herein


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against VCI are intended to provide a remedy for breach of representations and
warranties rela