AMERIQUEST MORTGAGE SECURITIES INC.
              ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES 2003-1


                                 AMENDMENT NO. 1

                  Amendment No. 1 (the "Amendment"), dated and effective as of
July 21, 2003 among Ameriquest Mortgage Securities Inc., as depositor (the
"Depositor"), Ameriquest Mortgage Company, as master servicer (the "Master
Servicer") and Deutsche Bank National Trust Company, as trustee (the "Trustee"),
to the Pooling and Servicing Agreement, relating to the above-captioned Asset
Backed Pass-Through Certificates (the "Agreement"), dated as of February 1,
2003, among the Depositor as depositor, the Master Servicer as master servicer
and the Trustee as trustee. The parties hereto are entering into the Amendment
pursuant to the first paragraph of Section 11.01 of the Agreement. Capitalized
terms used herein but not defined herein shall have the meanings ascribed
thereto in the Agreement.

         1. AMENDMENT.

                  In consideration of the mutual agreements herein contained,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree to delete the Preliminary Statement in the Agreement and replace it with
the following:

                             PRELIMINARY STATEMENT:

                  The Depositor intends to sell pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
each REMIC (as defined herein) created hereunder. The Trust Fund will consist of
a segregated pool of assets consisting of the Mortgage Loans and certain other
related assets subject to this Agreement.

                                     REMIC I
                                     -------

                  As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the Mortgage Loans and certain other
related assets (other than any Master Servicer Prepayment Charge Payment Amounts
and the Net WAC Rate Carryover Reserve Account) subject to this Agreement as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as "REMIC I." The Class R-I Interest will be the sole class of
"residual interests" in REMIC I for purposes of the REMIC Provisions (as defined
herein). The following table irrevocably sets forth the designation, the REMIC I
Remittance Rate, the initial Uncertificated Balance and, solely for purposes of
satisfying Treasury regulation section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" for each of the REMIC I Regular Interests (as defined herein).
None of the REMIC I Regular Interests will be certificated.






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<TABLE>
<CAPTION>


                                      REMIC I                          Initial                    Latest Possible
       Designation                Remittance Rate               Uncertificated Balance            Maturity Date(1)
       -----------                ---------------               ----------------------            ----------------
<S>                                 <C>                            <C>                          <C>
         I-LTAA                     Variable(2)                    $   832,497,123.45           February 25, 2033
         I-LTA1                     Variable(2)                    $     2,750,000.00           February 25, 2033
         I-LTA2                     Variable(2)                    $     4,175,000.00           February 25, 2033
         I-LTM1                     Variable(2)                    $       531,000.00           February 25, 2033
         I-LTM2                     Variable(2)                    $       425,000.00           February 25, 2033
         I-LTMV3                    Variable(2)                    $       236,000.00           February 25, 2033
         I-LTMF3                    Variable(2)                    $       125,000.00           February 25, 2033
         I-LTM4                     Variable(2)                    $       127,000.00           February 25, 2033
         I-LTZZ                     Variable(2)                    $     8,620,737.21           February 25, 2033
          I-LTP                     Variable(2)                    $           100.00           February 25, 2033
        I-LT1SUB                    Variable(2)                    $        12,487.50           February 25, 2033
        I-LT1GRP                    Variable(2)                    $        67,487.51           February 25, 2033
        I-LT2SUB                    Variable(2)                    $        18,909.87           February 25, 2033
        I-LT2GRP                    Variable(2)                    $       102,409.87           February 25, 2033
         I-LTXX                     Variable(2)                    $   849,285,565.91           February 25, 2033
</TABLE>
________________
(1)      Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following the maturity
         date for the Mortgage Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for each REMIC I
         Regular Interest.
(2)      Calculated in accordance with the definition of "REMIC I Remittance
         Rate" herein.




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                                    REMIC II
                                    --------

          As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the REMIC I Regular Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC II." The Class R-II Interest will evidence the sole class
of "residual interests" in REMIC II for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the
designation, the Pass-Through Rate, the initial aggregate Certificate Principal
Balance and, solely for purposes of satisfying Treasury regulation section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for the indicated
Classes of Certificates.


<TABLE>
<CAPTION>

                                                                  Initial Aggregate
                                                                Certificate Principal             Latest Possible
           Designation                 Pass Through Rate               Balance                   Maturity Date(1)
           -----------                 -----------------               -------                   ----------------
<S>                                 <C>                           <C>                          <C>
            Class A-I                    Variable(2)              $   550,000,000.00           February 25, 2033
           Class A-II                    Variable(2)              $   835,000,000.00           February 25, 2033
            Class M-1                    Variable(2)              $   106,200,000.00           February 25, 2033
            Class M-2                    Variable(2)              $    85,000,000.00           February 25, 2033
           Class MV-3                    Variable(2)              $    47,200,000.00           February 25, 2033
           Class MF-3                    Variable(2)              $    25,000,000.00           February 25, 2033
            Class M-4                    Variable(2)              $    25,400,000.00           February 25, 2033
            Class CE                     Variable(3)              $    25,173,721.31           February 25, 2033
             Class P                        N/A(4)                $           100.00           February 25, 2033
</TABLE>
________________
(1)      Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following the maturity
         date for the Mortgage Loans with the latest maturity date has been
         designated as the "latest possible maturity date" for each Class of
         Certificates.
(2)      Calculated in accordance with the definition of "Pass-Through Rate"
         herein.
(3)      The Class CE Certificates will accrue interest at its variable
         Pass-Through Rate on the Notional Amount of the Class CE Certificates
         outstanding from time to time which shall equal the Uncertificated
         Balance of the REMIC I Regular Interests. The Class CE Certificates
         will not accrue interest on its Certificate Principal Balance.
(4)      The Class P Certificates will not accrue interest.

                  As of the Cut-off Date, the Group I Mortgage Loans had an
aggregate Scheduled Principal Balance equal to $674,875,094.20 and the Group II
Mortgage Loans had an aggregate Scheduled Principal Balance equal to
$1,024,098,727.12.

         2. COUNTERPARTS.

                  This Amendment may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.






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         3. GOVERNING LAW.

                  This Amendment shall be construed in accordance with the laws
of the State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.

         4. SEVERABILITY OF PROVISIONS.

                  If any one or more of the covenants, agreements, provisions or
terms of this Amendment for any reason whatsoever shall be held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Amendment and
shall in no way affect the validity or enforceability of the other provisions of
this Amendment.

         5. SUCCESSORS AND ASSIGNS.

                  The provisions of this Amendment shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties
hereto, and all such provisions shall inure to the benefit of the
Certificateholders.


         6. ARTICLE AND SECTION HEADINGS.

                  The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.




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                  IN WITNESS WHEREOF, the undersigned have caused their names to
be signed hereto by their respective officers thereunto duly authorized, all as
of the day and year first above written.



                                           AMERIQUEST MORTGAGE SECURITIES INC.,
                                             as Depositor


                                           By:     /s/ John P. Grazer
                                               --------------------------------
                                           Name:   John P. Grazer
                                           Title:  Chief Financial Officer


                                           AMERIQUEST MORTGAGE COMPANY,
                                             as Master Servicer


                                           By:     /s/ John P. Grazer
                                               --------------------------------
                                           Name:   John P. Grazer
                                           Title:  Executive Vice-President


                                           DEUTSCHE BANK NATIONAL TRUST
                                           COMPANY,
                                             as Trustee


                                           By:     /s/ Valerie Delgado
                                               --------------------------------
                                           Name:   Valerie Delgado
                                           Title:  Associate

                                           By:     /s/ Ronaldo Reyes
                                               --------------------------------
                                           Name:   Ronaldo Reyes
                                           Title:  Assistant Vice-President




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