EXECUTION COPY

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                         WACHOVIA CAPITAL MARKETS, LLC,

                                as Auction Agent

                                       and

                         WACHOVIA CAPITAL MARKETS, LLC,

                                as Broker-Dealer

                                       and

                      WACHOVIA ASSET SECURITIZATION, INC.,
                      as initial Holder of the Certificates



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

                             BROKER-DEALER AGREEMENT

                            Dated as of July 2, 2003

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




                       Wachovia Asset Securitization, Inc.
                              Series 2003-HE2 Trust

                       Asset-Backed Notes, Series 2003-HE2



<PAGE>



                            BROKER-DEALER AGREEMENT

          This BROKER-DEALER AGREEMENT (the "Broker-Dealer Agreement"), dated as
of July 2, 2003,  is by and among (i)  Wachovia  Capital  Markets,  LLC, a North
Carolina  limited  liability  company,  as  auction  agent  (together  with  its
successors and assigns,  the "Auction Agent"),  pursuant to authority granted to
it in the Auction Agent  Agreement  (as defined  below),  (ii) Wachovia  Capital
Markets,  LLC, as broker-dealer  (together with its successors and assigns,  the
"Broker-Dealer"),  (iii)  Wachovia  Asset  Securitization,  Inc., as the initial
Holder of the Certificates (the "Depositor").

                                    RECITALS

          Pursuant to an Indenture (the "Indenture"),  dated as of July 2, 2003,
among U.S.  Bank  National  Association,  as Indenture  Trustee (the  "Indenture
Trustee"),  Wachovia Asset  Securitization,  Inc. 2003-HE2 Trust, as issuer (the
"Issuer") and Wachovia Bank, National Association,  as paying agent (the "Paying
Agent"),  the Issuer  shall  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"),
consisting of Class A-I-1 Notes,  Class A-II-1 Notes and Class A-II-2 Notes. The
Class A-II-2 Notes (the "Auction Notes") are being issued as auction rate notes.

          The  Indenture  provides  that the Note Rate for the Auction Notes for
each  applicable  Interest  Period  shall equal with respect to the Class A-II-2
Notes the lesser of the Maximum Auction Rate and the Class A-II-2 Net WAC Rate.

          Pursuant to Section 2.7 of the Auction Agent  Agreement  (the "Auction
Agent  Agreement"),  dated as of July 2, 2003, between the Indenture Trustee and
the  Auction  Agent,   the  Auction  Agent  is  executing  and  delivering  this
Broker-Dealer Agreement.

          The  Auction  Procedures  require  the  participation  of one or  more
Broker-Dealers.

          NOW,  THEREFORE,  in consideration  of the mutual covenants  contained
herein and other good and valuable consideration, the receipt and sufficiency of
which  is  hereby  acknowledged,  the  Auction  Agent,  the  Depositor  and  the
Broker-Dealer agree as follows:

     Section 1. Definitions and Rules of Construction.

          1.1.  Terms  Defined by Reference to the  Indenture  and Auction Agent
Agreement.  Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Indenture and, if not defined in
the Indenture, in the Auction Agent Agreement.

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

          "Authorized  Officer"  shall mean,  with respect to the Auction Agent,
each Managing  Director,  Vice President,  Assistant Vice President,  Secretary,
Assistant Secretary and Assistant Treasurer of the Auction Agent assigned to its
Corporate and Agency Trust Group and

<PAGE>

every  other  officer  or  employee  of  the  Auction  Agent  designated  as  an
"Authorized  Officer"  for  purposes  of  this  Broker-Dealer   Agreement  in  a
communication to the Broker-Dealer.

          "Beneficial Owner" shall mean a beneficial owner of any of the Auction
Notes.

          "Broker-Dealer Fee" shall have the meaning ascribed thereto in Section
2.5(a).

          "Broker-Dealer  Officer"  shall mean each  officer or  employee of the
Broker-Dealer  designated  as a  "Broker-Dealer  Officer"  for  purposes of this
Broker-Dealer Agreement in a communication to the Auction Agent.

          "Broker-Dealers"   shall   mean  the   Broker-Dealer   and  any  Other
Broker-Dealers.

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

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

          "Notice of Failure to Deliver or Make Payment" shall mean a notice
substantially in the form of Exhibit D hereto.

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

          "Order Form" shall mean the form to be submitted by any  Broker-Dealer
on or prior to any Auction Date substantially in the form of Exhibit B hereto.

          "Other   Broker-Dealer"   shall   mean  a  Person   (other   than  the
Broker-Dealer)  listed on  Exhibit A to the  Auction  Agent  Agreement,  as such
Exhibit A may be amended from time to time.

          "Note Rate" shall mean the applicable Note Rate for the Auction Notes,
as determined pursuant to the Auction Procedures.

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

          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 Broker-Dealer 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  Broker-Dealer  Agreement nor
shall they affect its meaning, construction or effect.

                                       2
<PAGE>


          (c) The words "hereof," "herein," "hereto," and other words of similar
import refer to this Broker-Dealer 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) On each Auction Date,  the  provisions  of the Auction  Procedures
will be followed by the Auction  Agent for the purpose of  determining  the Note
Rate for each Interest Period for the Auction Notes. 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 of this Broker-Dealer  Agreement to the same extent
as if such provisions were fully set forth herein.

          (c) The  Broker-Dealers  may  participate  in  Auctions  for their own
accounts.

          2.2. Preparation for Each Auction.

          (a) Not later than 9:30 A.M. on each Auction  Date,  the Auction Agent
shall advise the Broker-Dealer by telephone of the applicable All Hold Rate, the
applicable  Maximum  Auction Rate and,  based upon  information  provided by the
Servicer, the applicable Net Funds Cap and LIBOR.

          (b) In the event the  Auction  Date for any  Auction  shall be changed
after the Auction Agent has given notice of such Auction Date pursuant to clause
(vii) of paragraph  (a) of the  Settlement  Procedures,  the Auction  Agent,  by
telephone  (confirmed  in writing),  telecopy or such other means as the Auction
Agent deems  practicable,  shall give notice of such change to the Broker-Dealer
and the Market  Agent 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. Thereafter,  the Broker-Dealer shall
use its  best  efforts  to  promptly  notify  its  customers  who  are  Existing
Noteholders of such change in the Auction Date.

          (c)  From  time  to  time  upon  request  of the  Auction  Agent,  the
Broker-Dealer  shall provide the Auction Agent with a statement of the aggregate
amount of the Auction Notes held by the Broker-Dealer as an Existing  Noteholder
for its own account or otherwise.

          (d) The Auction  Agent shall send by telecopy or other means a copy of
any  Notice of Notes  Outstanding  received  from the  Indenture  Trustee to the
Broker-Dealer in accordance with Section 4.3 hereof.

          2.3.  Auction Schedule: Method of Submission of Orders.

                                       3
<PAGE>

          (a) The Auction Agent shall conduct  Auctions for the Auction Notes in
accordance  with the schedule set forth below.  Such  schedule may be changed by
the Auction Agent with the consent of the Depositor and the Market Agent,  which
consent shall not be unreasonably  withheld or delayed.  The Auction Agent shall
give written notice of any such change to the  Broker-Dealer.  Such notice shall
be given prior to the close of business on the Business Day next  preceding  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 the Auction Agent
                                Agreement.

           9:30 A.M.-           The Auction Agent assembles information
           1:00 P.M.            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          The Auction Agent makes determinations pursuant
           than 1:00 P.M.       to Section 2.1.1(c)(i) of Annex I to the
                                Indenture.

           Not later than       The Auction Agent advises the Servicer of the
           3:00 P.M.* or        results of the Auction as provided in Section
           4:00 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 are allocated as provided in
                                Section 2.1.1(d) of Annex I to the Indenture.
                                The Auction Agent gives notice of Auction
                                results as set forth in Section 2.4(a) hereof.

------------------
*If the Note Rate is the Auction Rate.
**If the Note Rate is the applicable Net Funds Cap.


          (b)  The  Broker-Dealer   agrees  to  maintain  a  list  of  Potential
Noteholders and to contact the Potential Noteholders on such list on or prior to
each applicable Auction Date for the purposes of participating in the Auction on
such Auction Date.

          (c) The  Broker-Dealer  shall  submit  Orders to the Auction  Agent in
writing by delivering an Order Form.  The  Broker-Dealer  shall submit  separate
Orders to the Auction Agent for each Potential Noteholder or Existing Noteholder
on whose behalf the  Broker-Dealer  is  submitting an Order and shall not net or
aggregate the Orders of different Potential  Noteholders or Existing Noteholders
on whose behalf the Broker-Dealer is submitting Orders.

          (d) The Broker-Dealer  shall deliver to the Auction Agent (i) a Notice
of  Transfer  with  respect to any  transfer of Auction  Notes made  through the
Broker-Dealer by an Existing

                                       4

<PAGE>

Noteholder to another Person other than pursuant to an Auction and (ii) a Notice
of Failure to Deliver or Make Payment with respect to the failure of any Auction
Notes to be transferred  to, or payment to be made by, any Person that purchased
or sold Auction Notes through the Broker-Dealer pursuant to a prior Auction. The
Auction Agent is not required to accept any notice delivered pursuant to clauses
(i) or (ii) of this  subparagraph  (d) with  respect to an Auction  unless it is
received by the Auction  Agent by 3:00 P.M. on the Business  Day next  preceding
such Auction Date.

          (e) The  Broker-Dealer  agrees  to  handle  its  customers'  Orders in
accordance with its duties under applicable securities laws and rules.

          2.4.  Notices.

          (a)  On  each  Auction  Date,  the  Auction  Agent  shall  notify  the
Broker-Dealer  by  telephone  of the  results  of the  Auction  as set  forth in
paragraph  (a) of the  Settlement  Procedures.  The Auction Agent shall by 10:30
A.M. on the  Business  Day next  succeeding  such Auction  Date,  if  previously
requested  by the  Broker-Dealer,  notify  the  Broker-Dealer  in writing of the
disposition of all Orders submitted by the  Broker-Dealer in the Auction held on
such Auction Date.

          (b)  The  Broker-Dealer  shall  notify  each  Existing  Noteholder  or
Potential Noteholder on whose behalf the Broker-Dealer has submitted an Order as
set forth in  paragraph  (b) of the  Settlement  Procedures  and take such other
action  as  is  required  by  the  Broker-Dealer   pursuant  to  the  Settlement
Procedures.

          (c) The Auction Agent shall deliver to the  Broker-Dealer  all notices
and  certificates  that  the  Auction  Agent  is  required  to  deliver  to  the
Broker-Dealer  pursuant to Section 2 of the Auction Agent Agreement at the times
and in the manner set forth in the Auction Agent Agreement.

          2.5. Service Charge to Be Paid to the Broker-Dealer.


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

          (b) Reserved.

          (c) The  Depositor,  as  initial  Holder of the  Certificates,  hereby
covenants and agrees that during the term of this  Broker-Dealer  Agreement,  it
will not sell pledge,  assign transfer,  exchange or otherwise dispose of any of
its right, title or interest in the Certificates,  except as may be permitted by
the Broker-Dealer.

          2.6. Settlement.

          (a) If any Existing  Noteholders on whose behalf the Broker-Dealer has
submitted a Bid or Sell Order for Auction Notes that was accepted in whole or in
part fails to instruct its  Participant  to deliver the Auction Notes subject to
such  Bid or Sell  Order  against  payment  therefor,  the  Broker-Dealer  shall
instruct such Participant to deliver such Auction Notes against payment therefor
and the  Broker-Dealer  may deliver to the Potential  Noteholder on whose behalf
the  Broker-Dealer  submitted  a Bid that was  accepted  in whole or in part,  a
principal amount of the Auction Notes that is less than the principal amount

                                       5

<PAGE>


of the Auction  Notes  specified in such Bid to be  purchased by such  Potential
Noteholder but in any event equal to an Authorized  Denomination or any integral
multiple  thereof.  Notwithstanding  the foregoing  terms of this  Section,  any
delivery or nondelivery of Auction Notes that  represents 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
non-delivery in accordance with the terms of Section 2.3(d) hereof.  The Auction
Agent  shall  have no duty or  liability  with  respect to  enforcement  of this
Section 2.6(a).

          (b) None of the  Auction  Agent,  the  Indenture  Trustee,  the Paying
Agent,  the  Market  Agent or the  Depositor  shall have any  responsibility  or
liability  with  respect to the failure of an Existing  Noteholder,  a Potential
Noteholder or its respective  Participant to deliver Auction Notes or to pay for
Auction Notes sold or purchased pursuant to the Auction Procedures or otherwise.
Neither the Indenture Trustee or the Auction Agent shall have any responsibility
for any  adjustment  to the fees paid pursuant to Section 2.5 hereof as a result
of any failure described in this Section 2.6(b).

     Section 3. The Auction Agent.

          3.1. Duties and Responsibilities.


          (a) The Auction Agent owes no fiduciary duties to any Person by reason
of this Broker-Dealer Agreement.

          (b) The Auction Agent  undertakes to perform such duties and only such
duties as are specifically  set forth in this  Broker-Dealer  Agreement,  and no
implied covenants or obligations shall be read into this Broker-Dealer Agreement
against the Auction Agent.

          (c) In the absence of bad faith or negligence on its part, the Auction
Agent shall not be liable for any action taken,  suffered, or omitted or for any
error  of  judgment  made by it in the  performance  of its  duties  under  this
Broker-Dealer  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 (or failing to ascertain) the pertinent facts.

          3.2. Rights of the Auction Agent.

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

                                       6

<PAGE>

          (b) The Auction Agent may consult with counsel of its own 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 willful 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.

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

     Section 4. Miscellaneous.


          4.1. Termination. The Broker-Dealer or the Auction Agent may terminate
this  Broker-Dealer  Agreement  at any time upon five days' prior  notice to the
other party;  provided,  however, that neither the Broker-Dealer nor the Auction
Agent may terminate this  Broker-Dealer  Agreement  without first  obtaining the
prior  written  consent  of the  Indenture  Trustee,  the  Market  Agent and the
Depositor to such termination,  which consent shall not be unreasonably withheld
or delayed. For so long as the Auction Agent Agreement is effective and Wachovia
Capital  Markets,  LLC  is the  sole  Broker-Dealer,  any  termination  of  this
Broker-Dealer  Agreement shall not be effective  unless and until a replacement,
or substitute,  broker-dealer  agreement becomes  effective.  This Broker-Dealer
Agreement shall  automatically  terminate upon the delivery of definitive  notes
representing  the Auction Notes pursuant to Section 4.8 of the Indenture or upon
termination of the Auction Agent Agreement.

          4.2. Participant.  The Broker-Dealer is, and shall remain for the term
of this Broker-Dealer  Agreement, a member of, or Participant in, the Depository
(or an affiliate of such a member or Participant).

          4.3.  Communications.  Except for (i) communications  authorized to be
made by  telephone  pursuant  to this  Broker-Dealer  Agreement  or the  Auction
Procedures and (ii)  communications  in connection with the 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, or its
address or facsimile number set forth below:

                                       7

<PAGE>

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

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

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

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

or such other address or facsimile  number as such party may  hereafter  specify
for such  purpose by notice 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 Broker-Dealer by a Broker-Dealer
Officer  and on behalf of the  Auction  Agent by an  Authorized  Officer  of the
Auction Agent.

          4.4.  Entire  Agreement.  This  Broker-Dealer  Agreement  contains the
entire  agreement among 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.

          4.5.  Benefits.  Nothing in this Broker-Dealer  Agreement,  express or
implied,   shall  give  to  any  Person,  other  than  the  Auction  Agent,  the
Broker-Dealer,  the Depositor and their respective  successors and assigns,  any
benefit of any legal or equitable right, remedy or claim under

                                       8

<PAGE>

this  Broker-Dealer  Agreement.  The Market Agent shall be designated as a third
party beneficiary under this Broker-Dealer Agreement.

          4.6. Amendment; Waiver.

          (a) This  Broker-Dealer  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 a duly  authorized  officer  of the  parties
hereto. This Broker-Dealer  Agreement may not be amended without first obtaining
the prior written  consent of the  Depositor;  provided  that no amendment  that
changes  any right of consent or any notice to the  Market  Agent  shall  become
effective without the written consent of the Market Agent.

          (b)  Failure  of  either  party  to this  Broker-Dealer  Agreement  to
exercise  any  right or  remedy  hereunder  in the  event  of a  breach  of this
Broker-Dealer  Agreement by the other party shall not constitute a waiver of any
such right or remedy with respect to any subsequent breach.

          4.7.  Successors and Assigns.  This  Broker-Dealer  Agreement shall be
binding  upon,  inure to the  benefit  of, and be  enforceable  by, the  parties
hereto, the Market Agent and their respective successors and assigns.

          4.8.  Severability.  If any  clause,  provision  or  section  of  this
Broker-Dealer  Agreement 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 remaining clause, provision or section
hereof.

          4.9. Execution in Counterparts.  This  Broker-Dealer  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.

          4.10 Governing Law. This Broker-Dealer  Agreement shall be governed by
and construed in accordance with the laws of the State of New York.

                                       9

<PAGE>


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

                                            WACHOVIA CAPITAL MARKETS, LLC,
                                            as Auction Agent

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



                                            WACHOVIA CAPITAL MARKETS, LLC,
                                            as Broker-Dealer

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


                                            WACHOVIA ASSET SECURITIZATION, INC.,
                                            as the initial Holder of the
                                            Certificates

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

<PAGE>


                                    EXHIBIT A

                              SETTLEMENT PROCEDURES

                 (See Exhibit D to the Auction Agent Agreement)



                                      A-1

<PAGE>







                                    EXHIBIT B

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

                                   ORDER FORM

                                                          AUCTION DATE
                                                                       ---------
                                                                 ISSUE
                                                                       ---------
                                                                SERIES
                                                                       ---------

          The undersigned  Broker-Dealer  submits the following orders on behalf
of the Bidder(s) indicated below:

                             BIDS BY EXISTING OWNERS
                             -----------------------

                                PRINCIPAL AMOUNT OF
                                       NOTES

             EXISTING          ($25,000 OR MULTIPLES
            NOTEHOLDER*              THEREOF)                BID RATE
            ----------               -------                 --------
1.
         -----------------       ----------------         -----------------
2.
         -----------------       ----------------         -----------------
3.
         -----------------       ----------------         -----------------
4.
         -----------------       ----------------         -----------------
5.
         -----------------       ----------------         -----------------
6.
         -----------------       ----------------         -----------------
7.
         -----------------       ----------------         -----------------
8.
         -----------------       ----------------         -----------------
9.
         -----------------       ----------------         -----------------
10.
         -----------------       ----------------         -----------------

          * Existing  Noteholders may be described by name or other reference as
determined in the sole discretion of the Broker-Dealer.

                                      B-1

<PAGE>

                          BIDS BY POTENTIAL NOTEHOLDERS

                                PRINCIPAL AMOUNT OF
                                       NOTES

             POTENTIAL         ($25,000 OR INTEGRAL
           NOTEHOLDER**         MULTIPLES THEREOF)           BID RATE
           ----------           -----------------            --------

1.
         -----------------       ----------------         -----------------
2.
         -----------------       ----------------         -----------------
3.
         -----------------       ----------------         -----------------
4.
         -----------------       ----------------         -----------------
5.
         -----------------       ----------------         -----------------
6.
         -----------------       ----------------         -----------------
7.
         -----------------       ----------------         -----------------
8.
         -----------------       ----------------         -----------------
9.
         -----------------       ----------------         -----------------
10.
         -----------------       ----------------         -----------------
11.
         -----------------       ----------------         -----------------
12.
         -----------------       ----------------         -----------------
13.
         -----------------       ----------------         -----------------
14.
         -----------------       ----------------         -----------------
15.
         -----------------       ----------------         -----------------

          ** Potential  Noteholders  may be described by name or other reference
as determined in the sole discretion of the Broker-Dealer.

                                      B-2

<PAGE>


1.   If one or more Orders  covering in the aggregate more than the  outstanding
     principal  amount of Auction  Notes  held by any  Existing  Noteholder  are
     submitted,  such Orders shall be considered  valid in the order of priority
     set forth in the Auction Procedures.

2.   A Hold or Sell Order may be placed only by an Existing  Noteholder covering
     a principal  account of Auction Notes not greater than the principal amount
     currently held by such Existing Noteholder.

3.   Potential  Noteholders  may only make Bids,  each of which  must  specify a
     rate.  If more  than  one  Bid is  submitted  on  behalf  of any  Potential
     Noteholders,  each  Bid  submitted  shall be a  separate  Bid with the rate
     specified herein.

4.   Bids may  contain  no more than three  figures to the right of the  decimal
     point (.001 of 1%):

5.   An order must be  submitted  in  principal  amounts of $25,000 or  integral
     multiples thereof.

NAME OF BROKER-DEALER:
                       ------------------------
AUTHORIZED SIGNATURE:
                      -------------------------
TOTAL NUMBER OF ORDERS ON THIS ORDER FORM:
                                           ------------

Submit to:
           ---------------------

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

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

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

           Telephone:
                      (   )     -
                           ----   ----
          Telecopier:
                      (   )     -
                           ----   ----

                                      B-3

<PAGE>


                                    EXHIBIT C

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

                               NOTICE OF TRANSFER
                               ------------------

             (To be used only for transfers made other
                   than pursuant to an Auction)

We are (check one):

               the Existing Noteholder indicated below; or
-------------

               the Broker-Dealer for the Existing Noteholder indicated below; or
-------------

               the Participant for the Existing Noteholder indicated below.
-------------

We hereby notify you that such Existing Noteholder has transferred
$               (must be in units of $25,000) of Notes to
 -------------                                            ---------------------.


                          -----------------------
                          (Existing Noteholder*)


                          -----------------------
                          (Name of Broker-Dealer)

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

                          -----------------------
                          (Name of Participant)

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

                          Printed Name:
                                       ----------

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

--------------
* Existing Noteholders may be described by name or other reference as determined
in the sole discretion of the Broker-Dealer.

                                      C-1

<PAGE>


                                    EXHIBIT D

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

                  NOTICE OF FAILURE TO DELIVER OR MAKE PAYMENT
                  --------------------------------------------

COMPLETE EITHER I OR II.
------------------------


          I.  We are a Broker-Dealer for Noteholder*                   (the
                                                     -----------------
              "Purchaser"), which purchased $                 (must be in units
                                             ----------------
              of $25,000)of the Notes in the Auction held on
                                                             -------------------
              from the seller of such Notes.

          II. We are a Broker-Dealer for Noteholder* (the "Seller"), which sold
              $                   (must be in units of $25,000) of the Notes in
                ----------------
              the Auction held on                      to the purchaser of such
                                  --------------------
              Notes.

We hereby notify you that (check one):

            the Seller failed to deliver such Notes to the Purchaser.
--------

            the Purchaser failed to make payment to the Seller upon
--------    delivery of such Notes.



                          -----------------------
                          (Name of Participant)

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

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

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

---------------
* Noteholders may be described by name or other reference as determined in the
sole discretion of the Broker-Dealer.

                                      D-1
<PAGE>