RECEIVABLES PURCHASE AGREEMENT, dated as of November 21, 1995, by and between Dell Direct Sales L. P., a Texas limited partnership (in its capacity as seller hereunder, the "Seller") and Dell Receivables L.P., a Texas limited partnership (the "Purchaser").

WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser desires to buy from the Seller, on the date hereof and from time to time hereafter, all of the Seller's right, title and interest in, to and under the Receivables existing on the date hereof or hereafter created; and

WHEREAS, all of the partnership interests in both the Seller and the Purchaser are held indirectly by Dell Computer Corporation ("Dell") and all of the shares of the Purchaser are owned indirectly by Dell; and

WHEREAS, pursuant to that certain Pooling and Servicing Agreement, dated of even date herewith (the "Pooling and Servicing Agreement"), among the Purchaser, Dell USA L. P.  (the "Servicer") and Norwest Bank Minnesota, National Association, as trustee (the "Trustee"), the Purchaser has agreed to transfer to the Trust created pursuant to the Pooling and Servicing Agreement, for the benefit of the Certificate holders referred to therein, all of its right, title and interest in, to and under the Receivables;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions.

Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Pooling and Servicing Agreement. In addition, the term "Agreement" shall mean this Receivables Purchase Agreement, as the same may from time to time be amended, supplemented or otherwise modified. The following capitalized terms shall have the following meanings: