EXECUTION COPY


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                        U.S. BANK NATIONAL ASSOCIATION,

                             as Indenture Trustee,

                         WACHOVIA CAPITAL MARKETS, LLC,

                                as Auction Agent

                                      and

                      WACHOVIA ASSET SECURITIZATION, INC.,

                         as Holder of the Certificates

                           -------------------------

                            AUCTION AGENT AGREEMENT

                            Dated as of July 2, 2003

                           -------------------------




                      Wachovia Asset Securitization, Inc.
                             Series 2003-HE2 Trust
                      Asset-Backed Notes, Series 2003-HE2



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                               TABLE OF CONTENTS
                               -----------------

                                                                            Page
                                                                            ----

Section 1.  Definitions and Rules of Construction..............................1

        1.1.  Terms Defined by Reference to Indenture..........................1

        1.2.  Terms Defined Herein.............................................1

        1.3.  Rules of Construction............................................2

Section 2.  The Auction........................................................3

        2.1.  Incorporation by Reference of Auction Procedures and Settlement
              Procedures.......................................................3

        2.2.  Preparation of Each Auction; Maintenance of Existing Noteholder
              Registry.........................................................3

        2.3.  All Hold Rates, Maximum Auction Rates, Class A-II-2 Net WAC Rate
              and LIBOR........................................................5

        2.4.  Auction Schedule.................................................5

        2.5.  Changes in Auction Date..........................................6

        2.6.  Notices to Existing Noteholder...................................6

        2.7.  Broker-Dealers...................................................6

        2.8.  Access to and Maintenance of Auction Records.....................7

Section 3.  Representations and Warranties of the Auction Agent................7

Section 4.  The Auction Agent..................................................8

        4.1.  Duties and Responsibilities......................................8

        4.2.  Rights of the Auction Agent......................................8

        4.3.  Auction Agent's Disclaimer.......................................9

        4.4.  Compensation and Indemnification.................................9

Section 5.  Miscellaneous......................................................9

        5.1.  Term of Agreement................................................9

        5.2.  Communications..................................................10

        5.3. Entire Agreement.................................................11

        5.4.  Benefits........................................................11

        5.5. Amendment, Waiver................................................11

        5.6. Successor and Assign.............................................12

        5.7.  Severability....................................................12

        5.8. Execution in Counterparts........................................12

        5.9. Governing Law....................................................12

        5.10. Indenture Trustee...............................................12

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EXHIBIT A LIST OF INITIAL BROKER-DEALERS.....................................A-1

EXHIBIT B FORM OF BROKER-DEALER AGREEMENT....................................B-1

EXHIBIT C NOTICE OF NOTES OUTSTANDING........................................C-1

EXHIBIT D SETTLEMENT PROCEDURES..............................................D-1

                                       ii

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                            AUCTION AGENT AGREEMENT

          THIS AUCTION AGENT  AGREEMENT,  dated as of July 2, 2003 (the "Auction
Agent  Agreement"),   is  being  entered  into  among  (i)  U.S.  Bank  National
Association,  acting not in its  individual  capacity  but  solely as  Indenture
Trustee (together with any successors or assigns, the "Indenture Trustee") under
the Indenture (as defined  herein),  (ii) Wachovia Asset  Securitization,  Inc.,
solely  as Holder  of the  Certificates  ("WASI")  and  (iii)  Wachovia  Capital
Markets,  LLC (together with its successors and assigns,  the "Auction  Agent'),
acting not in its  individual  capacity  but  solely as agent for the  Indenture
Trustee.

          Pursuant to the Indenture, dated as of July 2, 2003 (the "Indenture"),
by and among Wachovia Asset  Securitization,  Inc. 2003-HE2 Trust, as the issuer
(the "Issuer"),  the Indenture Trustee and Wachovia Bank, National  Association,
as paying  agent  (the  "Paying  Agent"),  the Issuer  will cause the  Indenture
Trustee to authenticate  and deliver up to  $1,250,000,000  aggregate  principal
amount  of  Wachovia  Asset  Securitization,  Inc.  Asset-Backed  Notes,  Series
2003-HE2 (the  "Notes").  The Note Rate for the Class A-II-2 Notes (the "Auction
Notes") will be based on the Auction  Procedures.  Pursuant to Section  2.1.5 of
Annex I to the  Indenture,  the Auction  Agent has been  appointed to act in the
capacities set forth in this Auction Agent Agreement with respect to the Auction
Notes.

          The Indenture Trustee is entering into this Auction Agent Agreement at
the direction of the Seller pursuant to the terms of the Indenture.

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

     Section 1. Definitions and Rules of Construction.

          1.1. Terms Defined by Reference to Indenture.  Capitalized  terms used
herein and not otherwise defined herein shall have the meanings given such terms
in  the  Indenture  and if  not  defined  therein,  then  in  the  Broker-Dealer
Agreement.

          1.2.  Terms  Defined  Herein.  As used  herein  and in the  Settlement
Procedures (as defined below), the following terms have the following  meanings,
unless the context otherwise requires:

          "Auction" shall have the meaning specified in Section 2.1 hereof.

          "Auction Agent Fee" shall have the meaning specified in Section 4.4(a)
hereof.

          "Auction  Date"  shall have the  meaning  specified  in Annex I to the
Indenture.

          "Auction  Procedures"  shall mean,  with respect to the Auction Notes,
the provisions that are set forth in Sections 2.1.1 through 2.1.7, inclusive, of
Annex I to the Indenture.

          "Broker-Dealer"  shall mean a person  listed on  Exhibit A hereto,  as
such Exhibit A may be amended from time to time.

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          "Broker-Dealer  Agreement" shall mean each agreement among the Auction
Agent, the Holder of the  Certificates and a Broker-Dealer  substantially in the
form attached hereto as Exhibit B.

          "Depository" shall mean the Depository Trust Company, or any successor
thereto.

          "Existing  Noteholder  Registry" shall mean the register maintained by
the Auction Agent pursuant to Section 2.2(c) hereof.

          "Holder  of the  Certificates"  shall  mean the  Holders of at least a
majority Percentage Interest in the Certificates.

          "Market  Agent"  shall mean  Wachovia  Capital  Markets,  LLC,  or any
successor thereto.

          "Notice of Notes Outstanding" shall mean a notice substantially in the
form of Exhibit C hereto.

          "Notice of Failure  to  Deliver or Make  Payment"  shall mean a notice
substantially in the form of Exhibit D to the Broker-Dealer

Agreement.

          "Notice of Transfer" shall mean a notice  substantially in the form of
Exhibit C to the Broker-Dealer Agreement.

          "Participant"   shall  mean  a  member  of,  or  participant  in,  the
Depository.

          "Responsible  Auction Agent Officer"  shall mean,  with respect to the
Auction Agent, each Managing Director, Vice President, Assistant Vice President,
Assistant Secretary and Assistant Treasurer of the Auction Agent assigned to its
Corporate  Trust and Agency  Group and every  other  officer or  employee of the
Auction Agent  designated as a "Responsible  Auction Agent Officer" for purposes
hereof in a communication to the Indenture Trustee.

          "Settlement  Procedures" shall mean the Settlement Procedures attached
as Exhibit D hereto.

          1.3.  Rules of  Construction.  Unless  the  context  or use  indicates
another or different  meaning or intent,  the following rules shall apply to the
construction of this Auction Agent Agreement:

               (a) Words  importing the singular number shall include the plural
number and vice versa.

               (b) The captions and headings  herein are solely for  convenience
of reference and shall not constitute a part of this Auction Agent Agreement nor
shall they affect its meaning, construction or effect.

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               (c) The words  "hereof,"  "herein,"  "hereto"  and other words of
similar import refer to this Auction Agent Agreement as a whole.

               (d) All references herein to a particular time of day shall be to
New York City time.

     Section 2. The Auction.

          2.1.  Incorporation by Reference of Auction  Procedures and Settlement
Procedures.

               (a)  Pursuant  to  Section  2.1.5  of  Annex I to the  Indenture,
Wachovia  Capital  Markets,  LLC has been appointed as the initial Auction Agent
for purposes of the Auction Procedures and to perform such other obligations and
duties as are herein set forth.  Wachovia  Capital  Markets,  LLC hereby accepts
such  appointment  and agrees that,  on each Auction  Date,  it shall follow the
procedures  set  forth in this  Section  2 and the  Auction  Procedures  for the
purpose of, among other  things,  determining  for the Auction Notes the Auction
Rate,  and the Note Rate for the Auction  Notes for each Interest  Period.  Each
periodic  operation  of  such  procedures  is  hereinafter  referred  to  as  an
"Auction."

               (b) All of the provisions contained in the Auction Procedures and
the Settlement Procedures are incorporated herein by reference in their entirety
and shall be deemed to be a part hereof to the same extent as if such provisions
were fully set forth herein.

          2.2.  Preparation of Each Auction;  Maintenance of Existing Noteholder
Registry.

               (a) A list of  Broker-Dealers  (showing Wachovia Capital Markets,
LLC as the initial  Broker-Dealer)  is  attached as Exhibit A hereto.  Not later
than seven days prior to any  Auction  Date for which any change in such list of
Broker-Dealers is to be effective, WASI will notify the Auction Agent in writing
of such change and, if any such  change is the  addition of a  Broker-Dealer  to
such list, shall cause to be delivered to the Auction Agent for execution by the
Auction Agent a  Broker-Dealer  Agreement  manually  signed and duly executed by
such Broker  Dealer.  The Auction Agent shall have entered into a  Broker-Dealer
Agreement  with  each  Broker-Dealer  prior  to the  participation  of any  such
Broker-Dealer in any Auction.

               (b) In the event that any day that is  scheduled to be an Auction
Date shall be changed  after the  Auction  Agent  shall have given the notice of
such Auction Date  pursuant to clause (vii) of paragraph  (a) of the  Settlement
Procedures,  the  Auction  Agent,  by such  means  as the  Auction  Agent  deems
practicable,  shall give notice of such change to the  Broker-Dealers  not later
than the earlier of 9:15 A.M.  on the new Auction  Date and 9:15 A.M. on the old
Auction Date.

               (c) (i) The Auction  Agent shall  maintain a current  registry of
Persons  that are  Broker-Dealers,  compiled  initially  on the Closing  Date as
described  below,  and Persons that hold  Auction  Notes for purposes of dealing
with the Auction Agent in

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connection  with an Auction  (such  registry  being herein  called the "Existing
Noteholder Registry").  Such Persons shall constitute the "Existing Noteholders"
for purposes of dealing with the Auction  Agent in  connection  with an Auction.
The Auction Agent shall  indicate in the Existing  Noteholder  Registry for each
Existing  Noteholder the identity of the Broker-Dealer  which submitted the most
recent  Order  in  any  Auction  which  resulted  in  such  Existing  Noteholder
continuing  to hold or  purchasing  the Auction  Notes.  The  Auction  Agent may
conclusively   rely  upon,  as  evidence  of  the  identities  of  the  Existing
Noteholders,  such  list,  the  results of each  Auction  and  notices  from any
Existing Noteholder,  Participant of any Existing Noteholder or Broker-Dealer of
any Existing Noteholder.

               (ii) The Indenture Trustee shall, based solely on the information
set forth in the Servicer  Certificate with respect to the related Payment Date,
notify the Auction Agent in writing when any notice of principal  payment of the
Auction  Notes is sent to the  Depository as the owner of such Auction Notes not
later than 11:00 A.M.  on the date such  notice is sent.  Such  notice  shall be
substantially  in the form of Exhibit C hereto.  In the event the Auction  Agent
receives from the Indenture  Trustee  written notice of any payment of principal
of the Auction Notes,  the Auction Agent shall, at least two Business Days prior
to the next Auction,  request each  Participant to disclose to the Auction Agent
(upon selection by such  Participant of the Existing  Noteholders  whose Auction
Notes are to receive principal  payments) the aggregate principal amount of such
Auction Notes of each such Existing  Noteholder,  if any,  which are to be paid;
provided the Auction Agent has been furnished with the name and telephone number
of a person or department at such  Participant  from which it is to request such
information.  In the absence of receiving any such  information  with respect to
any  Existing  Noteholder  from  such  Existing   Noteholder's   Participant  or
otherwise,  the Auction Agent may continue to treat such Existing  Noteholder as
the beneficial  owner of the principal  amount of the Auction Notes shown in the
Existing Noteholder Registry.

               (iii) The  Auction  Agent  shall be  required  to register in the
Existing Noteholder
Registry a transfer of Auction Notes from an Existing Noteholder to another
Person only if such transfer is made to a Person through a Broker-Dealer and if
(A) such transfer is pursuant to an Auction or (B) the Auction Agent has been
notified in writing (1) in a notice substantially in the form of a Notice of
Transfer by such Existing Noteholder, by the Participant of such Existing
Noteholder or by the Broker-Dealer of such Existing Noteholder of such transfer
or (2) in a notice substantially in the form of a Notice of Failure to Deliver
or Make Payment by the Broker-Dealer of any Person that purchased or sold
Auction Notes in an Auction of such Auction Notes to be transferred as a result
of the Auction. The Auction Agent is not required to accept any Notice of
Transfer or Notice of Failure to Deliver or Make Payment delivered prior to an
Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business
Day next preceding the applicable Auction Date.

               (d) The Auction Agent may request that the Broker-Dealers, as set
forth in the  Broker-Dealer  Agreements,  provide  the  Auction  Agent  with the
aggregate  principal  amount of Auction  Notes held by such  Broker-Dealers  for
purposes of the Existing Noteholder Registry. Except as permitted by Section 2.8
hereof, the Auction Agent shall keep confidential any such information and shall
not  disclose  any such  information  so provided  to any person  other than the
relevant  Broker-Dealer  and the  Indenture  Trustee,  provided that the Auction
Agent  reserves the right to disclose any such  information  if it is advised by
its counsel  that its  failure to do so would be  unlawful  or would  expose the
Auction  Agent to liability,  loss,  claim or damage for which the Auction Agent
has not previously received indemnity reasonably satisfactory to it.

                                       4

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               (e) The  Auction  Agent  shall send by telecopy or other means as
soon as  reasonably  practicable,  but in no event later than the next  Business
Day,  a copy of any  Notice of Notes  Outstanding  received  from the  Indenture
Trustee,  to each Broker-Dealer in accordance with Section 4.3 of the applicable
Broker-Dealer Agreement.

          2.3. All Hold Rates,  Maximum Auction Rates, Class A-II-2 Net WAC Rate
and LIBOR.

               (a) On each Auction Date,  the Auction Agent shall  determine the
All Hold Rate, the Maximum Auction Rate and, as provided by the Servicer, and to
the extent so provided,  the Class A-II-2 Net WAC Rate and LIBOR. Not later than
9:30 A.M. on each Auction Date,  the Auction Agent shall notify the Servicer and
the  Broker-Dealer  of the All Hold Rate,  the Maximum  Auction Rate,  the Class
A-II-2 Net WAC Rate and LIBOR, as so determined. Pursuant to Section 3.23 of the
Servicing Agreement,  in the event that the Auction Notes are not rated "AAA" by
S&P and "Aaa" by Moody's at any time on or after the Closing Date,  the Servicer
is to give  written  notice to the Auction  Agent of any such event within three
(3) Business  Days of its receipt of notice of such  change,  but not later than
one (1) Business Day  immediately  preceding an Auction Date if the Servicer had
actual  knowledge or has received  written  notice of such change prior to 12:00
noon on such  Business  Day, and the Auction  Agent shall take into account such
change for purposes  hereof and any Auction,  so long as such notice is received
by the Auction Agent no later than the close of business on such Business Day.

               (b) (i) If,  on any  Auction  Date  for an  Interest  Period,  an
Auction is not held for any reason, then (except as provided in clauses (ii) and
(iii) below) the Note Rate on the Auction Notes for the next succeeding Interest
Period  shall,  pursuant to Annex I to the  Indenture,  and as calculated by the
Servicer,  equal the lesser of the Maximum Auction Rate and the Class A-II-2 Net
WAC Rate.

               (ii)  If  the  ownership  of  the  Auction  Notes  is  no  longer
maintained in Book-Entry  Form by the Depository,  no further  Auctions shall be
held and the Note Rate on such Auction Notes for each applicable Interest Period
commencing after the delivery of certificated  Auction Notes shall,  pursuant to
the Indenture, equal the lesser of the Class A-II-2 Net WAC Rate and the Maximum
Auction  Rate on the Business Day  immediately  preceding  the first day of each
such applicable subsequent Interest Period as provided in the Indenture.

          2.4. Auction Schedule. The Auction Agent shall conduct Auctions on the
Auction Date in accordance with the schedule set forth below.  Such schedule may
be changed by the Auction  Agent with the consent of WASI and the Market  Agent,
which consent shall not be unreasonably  withheld or delayed.  The Auction Agent
shall give  notice  pursuant  to  Section  4.3 of the  applicable  Broker-Dealer
Agreement of any such change to each  Broker-Dealer.  Such notice shall be given
prior to the first Auction Date on which any such change shall be effective.

By 9:30 A.M.                     The Auction Agent advises the Servicer and the
                                 Broker-Dealers of the Maximum Auction Rate, the
                                 All Hold Rate and, as provided by the Servicer,
                                 the Class A-II-2 Net WAC Rate with respect to
                                 the Auction Date and LIBOR, to be used in
                                 determining the Auction Rate under the Auction
                                 Procedures, the Indenture and this Auction
                                 Agent Agreement.

                                       5

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9:30 A.M. - 1:00 P.M.            The Auction Agent assembles information
                                 communicated to it by Broker-Dealers as
                                 provided in Section 2.1.1(c)(i) of Annex I to
                                 the Indenture.  The Submission Deadline is
                                 1:00 P.M.

Not earlier than 1:00 P.M.       The Auction Agent makes the determination
                                 pursuant to Section 2.1.1(c)(i) of Annex I to
                                 the Indenture.

By approximately                 The Auction Agent advises the Servicer of the
3:00 P.M.* or 4:00 P.M.          results of the Auction as provided in Section
P.M.**                           2.1.1(c)(ii) of Annex I to the Indenture.
                                 Submitted Bids and Submitted Sell Orders are
                                 accepted and rejected in whole or in part and
                                 Auction Notes allocated as provided in Section
                                 2.1.1(d) of Annex I to the Indenture.

*  If the Note Rate is the Auction Rate.
** If the Note Rate is the Class A-II-2 Net WAC Rate.

          The Auction Agent shall follow the  notification  procedures set forth
in  paragraph  (a) of the  Settlement  Procedures.  In  accordance  with Section
2.1.1(c)(ii)  of Annex I to the Indenture,  the Auction Agent shall give written
notice to the Servicer of the Note Rate.

          2.5.  Changes in Auction Date. The Auction Agent shall mail any notice
delivered  to it pursuant to Section  2.1.7 of Annex I to the  Indenture  to the
Broker-Dealers within three (3) Business Days of its receipt thereof.

          2.6.  Notices to  Existing  Noteholder.  The  Auction  Agent  shall be
entitled to rely upon the address of each  Broker-Dealer  as provided in Section
4.3 of the applicable  Broker-Dealer  Agreement in connection with any notice to
each  Broker-Dealer,  as an  Existing  Noteholder,  required  to be given by the
Auction Agent.

          2.7. Broker-Dealers.

               (a)  If  the  Auction   Agent  is  provided  with  a  copy  of  a
Broker-Dealer Agreement,  which has been manually signed, with any person listed
on Exhibit A hereto to which WASI shall have consented, it shall enter into such
Broker-Dealer  Agreement  with such  person.  WASI  hereby  consents to Wachovia
Capital Markets, LLC as the initial Broker-Dealer.

               (b) The  Auction  Agent may,  with the prior  written  consent of
WASI, so long as Wachovia  Capital  Markets,  LLC is acting as a  Broker-Dealer,
enter into a  Broker-Dealer  Agreement  with any other person who requests to be
selected to act as a Broker-Dealer.  The Auction Agent shall have entered into a
Broker-Dealer  Agreement with each  Broker-Dealer  prior to the participation of
any such Broker-Dealer in any Auction.

               (c) The Auction Agent shall terminate any Broker-Dealer Agreement
as set forth therein at the written direction of WASI.

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          2.8. Access to and Maintenance of Auction  Records.  The Auction Agent
shall afford to WASI and its respective  agents,  independent public accountants
and counsel,  access at reasonable  times during normal business hours to review
and make  extracts  or copies  (at no cost to the  Auction  Agent) of all books,
records,  documents and other information  concerning the conduct and results of
Auctions, provided that any such agent, accountant, or counsel shall furnish the
Auction  Agent with a letter  from the  Indenture  Trustee  requesting  that the
Auction  Agent  afford such person  access.  The  Auction  Agent shall  maintain
records  relating to any  Auction  for a period of two years after such  Auction
(unless requested by WASI to maintain such records for such longer period not in
excess of four years,  then for such longer period),  and such records shall, in
reasonable  detail,  accurately  and fairly  reflect  the  actions  taken by the
Auction  Agent  hereunder.  At the end of such period,  the Auction  Agent shall
deliver such records to WASI if so requested in writing. WASI agrees to keep any
information regarding the conduct and results of the Auctions, including without
limitation  information regarding customers of any Broker-Dealer,  received from
the Auction Agent in connection with this Auction Agent  Agreement  confidential
and  shall not  disclose  such  information  or permit  the  disclosure  of such
information without the prior written consent of the applicable Broker-Dealer to
anyone except such agent,  accountant or counsel  engaged to audit or review the
results of Auctions as permitted by this Section 2.8, except as may otherwise be
required by applicable law or regulation. Any such agent, accountant or counsel,
before having access to such  information,  shall agree to keep such information
confidential and not to disclose such  information or permit  disclosure of such
information  without the prior written consent of the applicable  Broker-Dealer,
except as may otherwise be required by applicable law or regulation. The Auction
Agent shall not be  responsible or liable for any actions of WASI or its agents,
accountants or counsel for passing on such confidential  information as a result
of access to such records and information.

     Section 3. Representations and Warranties of the Auction Agent.

               The Auction Agent hereby represents and warrants to WASI that the
Auction Agent (i) has been duly incorporated and is validly existing and in good
standing as a  corporation  under the laws of the State of North  Carolina,  and
(ii) has all necessary authority to enter into and perform its obligations under
this Auction Agent  Agreement.  This Auction  Agent  Agreement has been duly and
validly authorized,  executed and delivered by the Auction Agent and constitutes
the legal, valid, binding and enforceable obligation of the Auction Agent.

     Section 4. The Auction Agent.

          4.1. Duties and Responsibilities.

               (a) The Auction Agent  undertakes to perform such duties and only
such duties as are specifically  set forth in this Auction Agent Agreement,  and
no  implied  covenants  or  obligations  shall be read into this  Auction  Agent
Agreement by means of the provisions of the Indenture, anything set forth in the
Prospectus or Prospectus Supplement forming a part of the Registration Statement
on Form  S-3  (No.  333-97457),  or any  other  offering  material  prepared  in
connection  with the offer and sale of the Auction Notes,  or otherwise  against
the Auction Agent.

               (b) In the absence of bad faith or  negligence  on its part,  the
Auction  Agent,  whether  acting  directly  or through  agents or  attorneys  as
provided in Section 4.2(d), shall

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not be liable for any action taken, suffered or omitted in good faith or for any
error of judgment made by it in the performance of its duties under this Auction
Agent Agreement. The Auction Agent shall not be liable for any error of judgment
made in good faith  unless  the  Auction  Agent  shall  have been  negligent  in
ascertaining the pertinent facts.

               (c) The  Auction  Agent  shall  not agree to any  amendment  to a
Broker-Dealer Agreement without the prior written consent of WASI, which consent
shall not be unreasonably withheld or delayed.

          4.2. Rights of the Auction Agent.

               (a) The Auction Agent may conclusively rely on and shall be fully
protected in acting or refraining from acting upon any communication  authorized
hereby and upon any written instruction,  notice, request,  direction,  consent,
report,  certificate,  form of bond  certificate or other  instrument,  paper or
document believed by it to be genuine. The Auction Agent shall not be liable for
acting upon any  telephone  communication  authorized  hereby  which the Auction
Agent  believes  in good  faith  to have  been  given  by the  Servicer  or by a
Broker-Dealer.  The Auction Agent may record telephone  communications  with the
Servicer and the Servicer may record  telephone  conversations  with the Auction
Agent.

               (b) The Auction Agent may consult with counsel of its choice, and
the  advice  of such  counsel  shall  be full  and  complete  authorization  and
protection in respect of any action  taken,  suffered or omitted by it hereunder
in good faith and in reliance thereon.

               (c) The Auction Agent shall not be required to advance, expend or
risk its own funds or otherwise  incur or become exposed to financial  liability
in the performance of its duties hereunder.

               (d) The Auction  Agent may perform  its duties and  exercise  its
rights  hereunder either directly or by or through agents or attorneys and shall
not be responsible  for any misconduct or negligence on the part of any agent or
attorney appointed by it with due care hereunder.

               (e) The Auction  Agent shall have no  obligation  or liability in
respect of the  registration  or exemption  therefrom of the Auction Notes under
federal or state securities laws.

          4.3.   Auction  Agent's   Disclaimer.   The  Auction  Agent  makes  no
representation  as to the  correctness,  validity,  adequacy  of accuracy of the
recitals in or the adequacy or validity of this Auction  Agent  Agreement or the
Broker-Dealer Agreement or the validity or adequacy of the Auction Notes.

          4.4. Compensation and Indemnification.

               (a) On the Closing Date, the Auction Agent shall be entitled to a
one-time  fee in the  amount  of  $17,500  (the  "Auction  Agent  Fee") for it's
services hereunder.

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               (b) To the extent funds are available pursuant to Section 3.05(a)
of the Indenture,  the Auction Agent shall be  indemnified  and held harmless by
the Trust Estate,  and to the extent funds are not available pursuant to Section
3.05(a) of the Indenture,  the Holder of the  Certificates,  shall indemnify and
hold  harmless  the  Auction  Agent  and its  directors,  officers,  agents  and
employees  for and  against  any loss,  liability  or expense  incurred  without
negligence  or bad  faith on the  part of the  Auction  Agent or its  directors,
officers,  agents  or  employees,  arising  out  of or in  connection  with  the
acceptance or  administration  of its agency under this Auction Agent  Agreement
and  the  Broker-Dealer  Agreement  or  the  transactions  contemplated  by  the
Indenture, including the reasonable costs and expenses (including the reasonable
fees and expenses of its counsel) of defending  itself against any such claim or
liability in connection  with its exercise or  performance  of any of its duties
hereunder  and  thereunder  and of  enforcing  this  indemnification  provision;
provided  that the Trust Estate or Holder of the  Certificates,  as  applicable,
shall not indemnify the Auction  Agent  pursuant to this Section  4.4(b) for any
fees and  expenses  incurred  by the  negligence  or willful  misconduct  of the
Auction  Agent  or  incurred  by the  Auction  Agent  in the  normal  course  of
performing  its duties  hereunder and under the  Broker-Dealer  Agreement  (such
normal  course fees and  expenses  being  payable as provided in Section  4.4(a)
above).

     Section 5. Miscellaneous.

          5.1. Term of Agreement.

               (a) This Auction Agent  Agreement  shall terminate on the earlier
to occur of (i) the  satisfaction and discharge of the Indenture with respect to
the Auction  Notes or this Auction  Agent  Agreement  and (ii) the date on which
this Auction Agent  Agreement is terminated in accordance with this Section 5.1.
The Indenture  Trustee may terminate this Auction Agent  Agreement in accordance
with  Section  2.1.5(a)  of Annex I to the  Indenture.  The  Auction  Agent  may
terminate  this Auction  Agent  Agreement  upon written  notice to the Indenture
Trustee, the Servicer and the Market Agent on the date specified in such notice,
which date shall be no earlier  than 90 days after the date of  delivery of such
notice.  Notwithstanding the foregoing, the provisions of Section 2 hereof shall
terminate  with  respect  to the  Auction  Notes,  upon  the  delivery  of notes
representing   Auction  Notes   pursuant  to  Section  4.08  of  the  Indenture.
Notwithstanding  the  foregoing,  the Auction Agent may terminate this Agreement
without  further  notice if,  within 25 days  after  notifying  in  writing  the
Indenture  Trustee,  the  Servicer and the Market Agent that it has not received
payment of any Auction Agent Fee due it in accordance with the terms hereof, the
Auction  Agent does not receive such  payment.  Any  resignation  of the Auction
Agent or termination of the Auction Agent Agreement  shall not become  effective
until a  successor  Auction  Agent has been  appointed  and  acceptance  of such
appointment by such successor  Auction Agent.  However,  if a successor  Auction
Agent shall not have been appointed  within 60 days from the date of such notice
of resignation,  the resigning Auction Agent may petition any court of competent
jurisdiction for the appointment of a successor Auction Agent.

               (b) Except as  otherwise  provided in this  Section  5.1(b),  the
respective  rights and duties of the  Indenture  Trustee,  WASI and the  Auction
Agent under this Auction Agent  Agreement  shall cease upon  termination of this
Auction  Agent  Agreement.  The  Auction  Agent's  representations,  warranties,
covenants  and  obligations  under  Sections 3 and 4 hereof,  shall  survive the
termination of this Auction Agent Agreement subject to Section 5.10 hereof.

                                       9

<PAGE>

Upon  termination  of this  Auction  Agent  Agreement,  the Auction  Agent shall
promptly  deliver to WASI upon  prior  written  request  copies of all books and
records  maintained by it with respect to the Auction  Notes in connection  with
its duties hereunder.

          5.2.  Communications.  Except for (i) communications  authorized to be
made by  telephone  pursuant  to this  Auction  Agent  Agreement  or the Auction
Procedures and (ii) communications in connection with Auctions (other than those
expressly  required  to  be  in  writing),  all  notices,   requests  and  other
communications to any party hereunder shall be in writing  (including  facsimile
or  similar  writing)  and shall be given to such party  addressed  to it at its
address, or facsimile number set below:

If to the Indenture Trustee,
addressed:                      U.S. Bank National Association
                                180 East Fifth Street
                                St. Paul, Minnesota
                                55101 Attention: Corporate Trust Services-
                                WASI Series 2003-HE2

If to the Auction Agent,
addressed:                      Wachovia Capital Markets, LLC
                                One Wachovia Center, 301 South College Street
                                Charlotte, North Carolina 28288
                                Attention: Robert Perret
                                Facsimile: (704) 383-8121

If to Wachovia Asset
Securitization, Inc,            Wachovia Asset Securitization, Inc.
addressed:                      8739 Research Drive, NC0121-Suite D
                                Charlotte, North Carolina 28288-0121
                                Attention: Robert J. Perret
                                Facsimile: (704) 383-8121

If to the Servicer,             Wachovia Bank, National Association
addressed:                      One Wachovia Center, 18th Floor
                                Charlotte, North Carolina 28288-0572
                                Attention: David Mason
                                Re: Wachovia Asset Securitization 2003-HE2 Trust
                                Facsimile: (704) 383-3878
If to the Market Agent,
addressed:                      Wachovia Capital Markets, LLC
                                One Wachovia Center, 301 South College Street
                                Charlotte, North Carolina 28288
                                Attention: Robert Perret
                                Facsimile: (704) 383-8121

                                       10


<PAGE>

or such other address, telephone or facsimile number as such party may hereafter
specify  for such  purpose by notice in writing  to the other  party.  Each such
notice,  request or  communication  shall be  effective  when  delivered  at the
address specified herein. Communications shall be given on behalf of the Auction
Agent by a Responsible Auction Agent Officer.

          5.3.  Entire  Agreement.  This Auction  Agent  Agreement  contains the
entire agreement between the parties relating to the subject matter hereof,  and
there  are no  other  representations,  endorsements,  promises,  agreements  or
understandings,  oral,  written or inferred  between the parties relating to the
subject matter hereof.

          5.4. Benefits.  Nothing herein,  express or implied, shall give to any
person, other than the Indenture Trustee,  the Auction Agent, the Servicer,  the
Market Agent and their  respective  successors  and assigns,  any benefit of any
legal or equitable right,  remedy or claim hereunder.  The Market Agent shall be
designated as a third-party beneficiary under this Auction Agent Agreement.

          5.5. Amendment, Waiver.

               (a) This Auction Agent Agreement shall not be deemed or construed
to be modified,  amended,  rescinded,  canceled or waived,  in whole or in part,
except by a written instrument signed by duly authorized  representatives of the
parties hereto.

               (b) The  Indenture  Trustee  shall not enter into or approve  any
amendment of or supplement to the Indenture which materially affects the Auction
Agent's duties or obligations  under the Indenture  without  obtaining the prior
written  consent of the Auction  Agent.  The Indenture  Trustee  shall  promptly
notify the Auction  Agent of any amendment of or supplement to the Indenture and
shall provide a copy thereof to the Auction Agent upon request.

               (c)  Failure of a party  hereto to  exercise  any right or remedy
hereunder  in the  event  of a  breach  hereof  by any  other  party  shall  not
constitute a waiver of any such right or remedy with  respect to any  subsequent
breach.

          5.6.  Successor  and Assign.  This Auction  Agent  Agreement  shall be
binding upon,  inure to the benefit of, and be  enforceable  by, the  respective
successors  and  assigns  of each of the  Indenture  Trustee,  the Holder of the
Certificates  and the Auction  Agent.  This Auction  Agent  Agreement may not be
assigned  by any party  hereto  absent  the prior  written  consent of the other
parties hereto, which consents shall not be unreasonably  withheld. In addition,
the Holder of the  Certificates  may not assign its interest in the Certificates
without the prior written consent of the Auction Agent,  which consent shall not
be unreasonably withheld.

          5.7. Severability. If any clause, provision or section hereof shall be
ruled  invalid or  unenforceable  by any court of  competent  jurisdiction,  the
invalidity or  unenforceability  of such clause,  provision or section shall not
affect any of the remaining clauses, provisions or sections hereof.

          5.8.  Execution in  Counterparts.  This Auction Agent Agreement may be
executed in several counterparts,  each of which shall be an original and all of
which shall constitute but one and the same instrument.

                                       11

<PAGE>

          5.9.  Governing Law. This Auction Agent Agreement shall be governed by
and construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed in such state, it being understood that U.S.
Bank National Association is entering into this Agreement solely in its capacity
as Indenture  Trustee and none of such  obligations  shall be the obligations of
U.S. Bank National Association in its individual capacity.

          5.10 Indenture Trustee. All privileges, rights and immunities given to
the Indenture  Trustee in the Indenture are  herebyextended to and applicable to
the Indenture Trustee's obligations hereunder.


                                       12

<PAGE>

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


                                          U.S. BANK NATIONAL ASSOCIATION,
                                          not in its individual capacity but
                                          solely as Indenture Trustee



                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                          WACHOVIA CAPITAL MARKETS, LLC,
                                          as Auction Agent



                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                          WACHOVIA ASSET SECURITIZATION, INC.,
                                          not in its individual capacity but
                                          solely as Holder of the Certificates


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:
<PAGE>


                                   EXHIBIT A

                         LIST OF INITIAL BROKER-DEALERS
                         ------------------------------

                         Wachovia Capital Markets, LLC




                                      A-1

<PAGE>


                                   EXHIBIT B

                       FORM OF BROKER - DEALER AGREEMENT
                       ---------------------------------

                                 (See attached)


                                      B-1


<PAGE>


                                   EXHIBIT C

                          NOTICE OF NOTES OUTSTANDING

                      WACHOVIA ASSET SECURITIZATION, INC.

                                 2003-HE2 TRUST

                      ASSET-BACKED NOTES, SERIES 2003-HE2

          NOTICE  IS  HEREBY  GIVEN  that $                 aggregate  principal
                                           ----------------
amounts of Class A-II-2 Notes were  Outstanding  at the close of business on the
immediately  preceding  Record Date.  Such aggregate  principal  amount of Class
A-II-2 Notes, less $            aggregate principal amount of Class A-II-2 Notes
                    -----------
to be repaid pursuant to the Indenture,  for a net aggregate principal amount of
Class  A-II-2  Notes of  $               will be  available  on the next Auction
                          --------------
scheduled to be held on                  .
                        ---------------

          Terms used herein have the meanings set forth in the Notes relating to
the above-referenced issue.

                                          [         ], as Indenture Trustee
                                           ---------

                                          By:
                                             -----------------------------------

                                          Name:
                                               ---------------------------------

                                          Title:
                                                --------------------------------

                                          Date:
                                               ---------------------------------




                                      C-1


<PAGE>

                                   EXHIBIT D

                             SETTLEMENT PROCEDURES

          If not otherwise  defined below,  capitalized  terms used herein shall
have the meanings given such terms in the Indenture.

          (a) Not later than (1) 3:00 P.M. if the related  Note Rate for a Class
A-II-2 Note is the Auction  Rate or (2) 4:00 P.M. if the related Note Rate for a
Class  A-II-2 Note is the Class A-II-2 Net WAC Rate on each  Auction  Date,  the
Auction Agent shall notify by telephone each  Broker-Dealer that participated in
the Auction  held on such  Auction  Date and  submitted an Order on behalf of an
Existing Noteholder or Potential Noteholder of:

                (i) the related Note Rate for the Class A-II-2 Notes for the
          next Interest Period;

                (ii) whether there were Sufficient Bids in such Auction;

                (iii) if such  Broker-Dealer  (a  "Seller's  Broker-Dealer")
          submitted  Bids or Sell  Orders on behalf of an  Existing  Noteholder,
          whether such Bid or Sell Order was  accepted or rejected,  in whole or
          in part, and the principal  amount of the Class A-II-2 Notes,  if any,
          to be sold by such Existing Noteholder;

                (iv)  if  such  Broker-Dealer  (a  "Buyer's  Broker-Dealer")
          submitted a Bid on behalf of a Potential Noteholder,  whether such Bid
          was  accepted  or  rejected,  in whole or in part,  and the  principal
          amount of the Class  A-II-2  Notes,  if any, to be  purchased  by such
          Potential Noteholder;

                (v) if the aggregate  amount of the Class A-II-2 Notes to be
          sold  by all  Existing  Noteholders  on  whose  behalf  such  Seller's
          Broker-Dealer  submitted  Bids or Sell Orders  exceeds  the  aggregate
          principal  amount of the Class  A-II-2  Notes to be  purchased  by all
          Potential  Noteholders  on whose  behalf  such  Buyer's  Broker-Dealer
          submitted  a  Bid,   the  name  or  names  of  one  or  more   Buyer's
          Broker-Dealers (and the name of the Participant,  if any, of each such
          Buyer's  Broker-Dealer)  acting  for  one or more  purchasers  of such
          excess  principal  amount of the Class A-II-2 Notes and the  principal
          amount  of the Class  A-II-2  Notes to be  purchased  from one or more
          Existing Noteholders on whose behalf such Seller's Broker-Dealer acted
          by one or more  Potential  Noteholders  on whose  behalf  each of such
          Buyer's Broker-Dealers acted;

                (vi) if the principal amount of the Class A-II-2 Notes to be
          purchased by all  Potential  Noteholders  on whose behalf such Buyer's
          Broker-Dealer  submitted a Bid exceeds the amount of the Class  A-II-2
          Notes to be sold by all  Existing  Noteholders  on whose  behalf  such
          Sellers'  Broker-Dealer  submitted a Bid or a Sell Order,  the name or
          names  of one or more  Sellers'  Broker-Dealers  (and  the name of the
          Participant,  if any, of each such Seller's  Broker-Dealer) acting for
          one or more  sellers  of such  excess  principal  amount  of the Class
          A-II-2 Notes and the principal  amount of the Class A-II-2 Notes to be
          sold to one or more Potential Noteholders on whose behalf such Buyer's
          Broker-

                                      D-1

<PAGE>

          Dealer acted by one or more Existing  Noteholders on whose behalf each
          of such Seller's Broker-Dealers acted; and

          (vii) the Auction Date for the next succeeding Auction.

          (b) On each Auction Date, each  Broker-Dealer  that submitted an Order
on behalf of any Existing Noteholder or Potential Noteholder shall:

               (i) advise each Existing Noteholder and Potential Noteholder
          on whose  behalf such  Broker-Dealer  submitted a Bid or Sell Order in
          the Auction on such  Auction  Date  whether such Bid or Sell Order was
          accepted or rejected, in whole or in part;

               (ii)  in the  case  of a  Broker-Dealer  that  is a  Buyer's
          Broker-Dealer,  advise each Potential  Noteholder on whose behalf such
          Buyer's  Broker-Dealer  submitted a Bid that was accepted, in whole or
          in part, to instruct such  Potential  Noteholder's  Participant to pay
          such Buyer's Broker-Dealer (or its Participant) through the Depository
          the amount  necessary  to purchase the  principal  amount of the Class
          A-II-2 Notes to be purchased  pursuant to such Bid against  receipt of
          such Class A-II-2 Notes, together with accrued interest;

                (iii)  in the  case of a  Broker-Dealer  that is a  Seller's
          Broker-Dealer,  instruct each Existing Noteholder on whose behalf such
          Seller's  Broker-Dealer  submitted a Sell Order that was accepted,  in
          whole or in part, or a Bid that was accepted,  in whole or in part, to
          instruct such  Existing  Noteholder's  Participant  to deliver to such
          Seller's Broker-Dealer (or its Participant) through the Depository the
          principal amount of the Class A-II-2 Notes to be sold pursuant to such
          Order against payment therefor;

                (iv) advise each  Existing  Noteholder  on whose behalf such
          Broker-Dealer  submitted  an Order and each  Potential  Noteholder  on
          whose behalf such  Broker-Dealer  submitted a Bid of the Note Rate for
          the next Interest Period;

                (v) advise each  Existing  Noteholder  on whose  behalf such
          Broker-Dealer submitted an Order of the next Auction Date; and

                (vi) advise each  Potential  Noteholder on whose behalf such
          Broker-Dealer  submitted a Bid that was accepted, in whole or in part,
          of the next Auction Date.

          (c) On the  basis  of  the  information  provided  to it  pursuant  to
paragraph (a) above, each Broker-Dealer that submitted a Bid or Sell Order in an
Auction is required to allocate any funds received by it in connection with such
Auction pursuant to paragraph (b)(ii) above, and any Class A-II-2 Notes received
by it in  connection  with such Auction  pursuant to paragraph  (b)(iii)  above,
among the  Potential  Noteholders,  if any, on whose  behalf such  Broker-Dealer
submitted  Bids,  the  Existing  Noteholders,  if  any,  on  whose  behalf  such
Broker-Dealer   submitted  Bids  or  Sell  Orders  in  such  Auction,   and  any
Broker-Dealers  identified  to it by the Auction  Agent  following  such Auction
pursuant to paragraph (a)(v) or (a)(vi) above.

          (d) On each Auction Date:

                                      D-2

<PAGE>

                (i) each Potential  Noteholder and Existing  Noteholder with
          an Order in the  Auction  on such  Auction  Date  shall  instruct  its
          Participant as provided in (b)(ii) or (b)(iii)  above, as the case may
          be;

                (ii) each Seller's  Broker-Dealer  that is not a Participant
          of the Depository shall instruct its Participant to deliver such Class
          A-II-2 Notes through the Depository to a Buyer's Broker-Dealer (or its
          Participant)  identified  to such Seller's  Broker-Dealer  pursuant to
          (a)(v) above against payment therefor; and

                 (iii) each Buyer's  Broker-Dealer  that is not a Participant
          in the Depository  shall  instruct its  Participant to pay through the
          Depository to Seller's  Broker-Dealer (or its Participant)  identified
          following such Auction  pursuant to (a)(vi) above the amount necessary
          to purchase  Class A-II-2  Notes to be  purchased  pursuant to (b)(ii)
          above against receipt of such Notes.

          (e) On the Business Day following each Auction Date:

              (i) each  Participant  for a Bidder in the  Auction  on such
          Auction Date referred to in (d)(i) above shall instruct the Depository
          to execute the transactions  described under (b)(ii) or (b)(iii) above
          for such Auction, and the Depository shall execute such transactions;

              (ii) each Seller's  Broker-Dealer  or its Participant  shall
          instruct  the  Depository  to execute the  transactions  described  in
          (d)(ii) above for such Auction,  and the Depository shall execute such
          transactions; and

              (iii) each Buyer's  Broker-Dealer  or its Participant  shall
          instruct  the  Depository  to execute the  transactions  described  in
          (d)(iii) above for such Auction, and the Depository shall execute such
          transactions.

          (f) If an Existing Noteholder selling Class A-II-2 Notes in an Auction
fails to deliver such Notes (by  authorized  book-entry),  a  Broker-Dealer  may
deliver to the  Potential  Noteholder on behalf of which it submitted a Bid that
was accepted a principal  amount of the Class A-II-2 Notes that is less than the
principal  amount of such Class A-II-2 Notes that  otherwise was to be purchased
by such Potential  Noteholder.  In such event, the principal amount of the Class
A-II-2 Notes to be so delivered shall be determined solely by such Broker-Dealer
(but only in Authorized Denominations). Delivery of such lesser principal amount
of the Class A-II-2 Notes shall  constitute good delivery.  Notwithstanding  the
foregoing  terms of this  paragraph  (f), any delivery or  nondelivery  of Class
A-II-2 Notes which shall represent any departure from the results of an Auction,
as determined by the Auction  Agent,  shall be of no effect unless and until the
Auction  Agent shall have been  notified  of such  delivery  or  nondelivery  in
accordance   with  the  provisions  of  the  Auction  Agent  Agreement  and  the
Broker-Dealer Agreements. None of the Indenture Trustee, the Paying Agent or the
Auction  Agent will have any  responsibility  or  liability  with respect to the
failure of a  Potential  Noteholder,  Existing  Noteholder  or their  respective
Broker-Dealer or Participant to take delivery of or deliver, as the case may be,
the  principal  amount of Class  A-II-2 Notes  purchased or sold  pursuant to an
Auction or otherwise.

                                      D-3
<PAGE>