SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                   Securities Exchange Act of 1934, as amended


                       Date of Report: November 12, 2003
                       ----------------------------------
                        (date of earliest event reported)



                   WACHOVIA ASSET SECURITIZATION ISSUANCE, LLC
                   -------------------------------------------
               (Exact name of Registrant as Specified in Charter)

       North Carolina                333-109298             56-1967773
       --------------                ----------             ----------
(State or Other                    (Commission           (I.R.S. Employer
 Jurisdiction of Incorporation)     File Number)          Identification Number)


                               One Wachovia Center
                               -------------------
                        301 South College Street, Suite D
                        ---------------------------------
                         Charlotte, North Carolina 28288
                         -------------------------------
                    (Address of Principal Executive Offices)
                                   (Zip Code)

       Registrant's telephone number, including area code: (704) 374-4868
                                                           --------------

                       Wachovia Asset Securitization, Inc.
                       -----------------------------------
          (Former Name or Former Address, if Changed Since Last Report)






Items 1 through 4, Item 6, Item 8 and Item 9 are not  included  because they are
not applicable.

Item 5.  Other Events
- ---------------------

Filing of Computational Materials

         In  connection  with  the  proposed  offering  of  the  Wachovia  Asset
Securitization  Issuance, LLC Asset-Backed Notes, Series 2003-HE3 (the "Notes"),
Wachovia Capital  Markets,  as underwriter  (the  "Underwriter"),  have prepared
certain materials (the "Computational  Materials") for distribution to potential
investors.  Although Wachovia Asset Securitization Issuance, LLC (the "Company")
provided the Underwriter with certain information  regarding the characteristics
of the  mortgage  loans (the  "Mortgage  Loans") in the related  portfolio,  the
Company did not participate in the preparation of the Computational Materials.

         For  purposes of this Form 8-K,  "Computational  Materials"  shall mean
computer generated tables and/or charts  displaying,  with respect to the Notes,
any of the following: yield; average life; duration, expected maturity; interest
rate  sensitivity;  loss  sensitivity;  cash  flow  characteristics;  background
information  regarding the Mortgage  Loans;  the proposed  structure;  decrement
tables;  or  similar  information  (tabular  or  otherwise)  of  a  statistical,
mathematical,  tabular or  computational  nature.  The  Computational  Materials
listed as Exhibits 99.1 and 99.2 hereto are filed herewith.


                                      -2-



Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
- ---------------------------------------------------------------------------

(a) Not applicable.

(b) Not applicable.

(c) Exhibits:

    99.1   Computational Materials.

    99.2   Computational Materials.




                                      -3-



                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                   WACHOVIA ASSET SECURITIZATION
                                                   ISSUANCE, LLC



                                                   By: /s/ Robert Perret
                                                      --------------------------
                                                      Name: Robert Perret
                                                      Title: Vice President




Date:    November 12, 2003




EXHIBIT INDEX

Exhibit No.       Description of Exhibit
- -----------       ----------------------
  99.1            Computational Materials.

  99.2            Computational Materials.








Subject to Revision
- -------------------
Series Term Sheet Dated October 27, 2003

                       [GRAPHIC OMITTED][GRAPHIC OMITTED]
               Wachovia Asset Securitization, Inc. 2003-HE3 Trust

                                  $500,000,000
                                  (Approximate)

                       Wachovia Asset Securitization, Inc.
                                    Depositor


                       [GRAPHIC OMITTED][GRAPHIC OMITTED]
                           MBIA Insurance Corporation
                                 Credit Enhancer

                       Wachovia Bank, National Association
                               Seller and Servicer

             Wachovia Asset Securitization, Inc. Asset-Backed Notes,
                                 Series 2003-HE3



                                   DISCLAIMER
                                   ----------
Attached is a preliminary Series Term Sheet describing the structure, collateral
pool and certain  aspects of the  Wachovia  Asset  Securitization,  Inc.  (WASI)
2003-HE3  Trust.  The Series Term Sheet has been  prepared  by Wachovia  Capital
Markets,  LLC.  based on  collateral  information  provided  by  Wachovia  Bank,
National  Association  for  informational   purposes  only  and  is  subject  to
modification or change.  The information  and assumptions  contained  herein are
preliminary  and will be superseded by a prospectus  supplement and by any other
additional  information  subsequently  filed with the  Securities  and  Exchange
Commission or incorporated by reference in the Registration Statement.

A  Registration   Statement  (including  a  base  prospectus)  relating  to  the
Asset-Backed  Notes has been filed with the Securities and Exchange  Commission.
The final Prospectus  Supplement  relating to the securities will be filed after
the  securities  have  been  priced  and all of the terms  and  information  are
finalized.  This communication is not an offer to sell or the solicitation of an
offer to buy,  nor  shall  there be any sale of the  securities  in any state in
which such offer,  solicitation  or sale would be unlawful prior to registration
or qualification under the securities laws of any such state. Interested persons
are referred to the final  Prospectus  and  Prospectus  Supplement  to which the
securities  relate.  Any  investment  decision  should  be based  only  upon the
information  in the  final  Prospectus  and  Prospectus  Supplement  as of their
publication dates.

                       [GRAPHIC OMITTED][GRAPHIC OMITTED]






Wachovia Asset Securitization, Inc. Asset-Backed Notes, Series 2003-HE3
$500,000,000 (approximate)
- ----------------------------------------------------------------------------------------------------------------------
To 10% Clean-up Call:
- ----------------- -------------------- ----------------- ---------------------- ------------------ -------------------
                                                                                   
                      Expected            Expected        Expected Payment                         Expected Rating
     Class             Size (1)         WAL (Yrs.) (2)        Window (2)            Note Rate        (S&P/Moody's)
- ----------------- -------------------- ----------------- ---------------------- ------------------ -------------------
       A             $500,000,000            3.10            04/04 - 08/08       LIBOR + [ ]%(3)        AAA/Aaa
- ----------------- -------------------- ----------------- ---------------------- ------------------ -------------------


To Maturity:
- ----------------- -------------------- ----------------- ---------------------- ------------------ -------------------
                       Expected            Expected        Expected Payment                         Expected Rating
     Class             Size (1)         WAL (Yrs.) (2)        Window (2)            Note Rate        (S&P/Moody's)
- ----------------- -------------------- ----------------- ---------------------- ------------------ -------------------
       A             $500,000,000            3.12            04/04 - 12/08       LIBOR + [ ]%(3)        AAA/Aaa
- ----------------- -------------------- ----------------- ---------------------- ------------------ -------------------




(1)  Size is subject to permitted variance in the aggregate of plus or minus10%.

(2) The "Prepayment Assumption" is 43% CPR and a 34% Draw Rate.

(3)  The Class A Notes will accrue interest at a rate equal to the lesser of (i)
     One Month LIBOR plus the Class A Margin and (ii) the Net WAC Rate.









                          Wachovia Securities Contacts

    Trading / Syndicate                     Phone                      E-mail
    -------------------                     -----                      ------
    Chris Choka                             (704) 383-8267             chris.choka@wachovia.com
    Blake O'Connor                          (704) 715-7008             blake.oconnor@wachovia.com

    Mortgage Finance                        Phone                      E-mail
    ----------------                        -----                      ------
    Robert Perret                           (704) 374-4868             robert.perret@wachovia.com
    Rob Baldwin                             (704) 715-8131             robert.baldwin@wachovia.com
    John Grady                              (704) 715-7903             john.grady@wachovia.com
    Nathan Cahill                           (704) 715-7923             nathaniel.cahill@wachovia.com

    Structuring                             Phone                      E-mail
    -----------                             -----                      ------
    Barbara Smith                           (704) 383-8614             barbaram.smith@wachovia.com


    Collateral Analytics                    Phone                      E-mail
    --------------------                    -----                      ------
    Daniel Richart                          (704) 374-2591            daniel.richart@wachovia.com



                             Rating Agency Contacts

    Standard & Poor's                       Phone                      E-mail
    -----------------                       -----                      ------
    Karen Kostiw                            (212) 438-2517             karen_kostiw@sandp.com


    Moody's                                 Phone                      E-mail
    -------                                 -----                      ------
    Karin Kelner                            (212) 553-7191             karin.kelner@moodys.com



                            Credit Enhancer Contacts

    MBIA                                    Phone                      E-mail
    ----                                    -----                      ------
    Paul Bernier                            (914) 765-3547             paul.bernier@mbia.com
    Errol Arne                              (914) 765-3526             errol.arne@mbia.com







                                SUMMARY OF TERMS

Title of Securities:           Wachovia Asset Securitization, Inc. Asset-Backed
                               Notes, Series 2003-HE3

Depositor:                     Wachovia Asset Securitization, Inc. (or a
                               successor entity)

Seller:                        Wachovia Bank, National Association

Servicer:                      Wachovia Bank, National Association

Credit Enhancer:                MBIA Insurance Corporation ("MBIA")

Lead Manager:                  Wachovia Capital Markets, LLC ("Wachovia
                               Securities")

Co-Manager:                    Credit Suisse First Boston ("CSFB")

Yield Maintenance
Agreement Provider:            To be determined.

Paying Agent:                  Wachovia Bank, National Association

Owner Trustee:                 Wilmington Trust Company

Indenture Trustee:             U.S. Bank National Association

Servicing                      Fee:  With  respect  to each  Payment  Date,  the
                               Servicer  will be  entitled  to a  Servicing  Fee
                               equal to 1/12 of 0.50% of the aggregate principal
                               balance  of  the   Mortgage   Loans  (as  defined
                               herein), plus any reimbursable amounts.

Offered Notes:                 The Class A Notes

The Trust:                     The depositor will establish the Wachovia
                               Asset  Securitization,  Inc.  2003-HE3 Trust (the
                               "Trust" or the  "Issuer"),  a Delaware  statutory
                               trust, to issue the Offered Notes.  The assets of
                               the Trust will  include  the  Mortgage  Loans and
                               collections on the Mortgage Loans. The Trust will
                               also  include  a  financial   guaranty  insurance
                               policy  provided  by the Credit  Enhancer,  which
                               will  guarantee  certain  payments on the Offered
                               Notes.

Federal Tax Status:            It is anticipated  that the Offered Notes will be
                               treated as debt  instruments  for federal
                               income tax purposes.

ERISA                          Eligibility: The Offered Notes are expected to be
                               ERISA  eligible.   Prospective  investors  should
                               review the Prospectus  and Prospectus  Supplement
                               and consult with their professional  advisors for
                               a more  detailed  description  of  these  matters
                               prior to investing in the Offered Notes.

SMMEA Treatment:               The Offered Notes will not constitute "mortgage
                               related securities" for purposes of SMMEA.

Minimum Denominations:         $25,000 and integral multiples of $1,000 in
                               excess of that amount for the Class A Notes.

Registration:                  The  Offered  Notes  will  be  available  in
                               book-entry  form  through  DTC,  Clearstream,
                               Luxembourg and the Euroclear System.

Expected Pricing Date:         On or about October 29, 2003.

Expected
Settlement Date:               On or about November 19, 2003.
Statistical Cut-Off Date:      October 1, 2003 (the cut-off date for the final
                               collateral pool will be November 1, 2003)

Payment Date:                  The 25th day of each  month  (or if such day is
                               not a  business  day,  the next  succeeding
                               business day) commencing in December 2003.

Scheduled Legal Final
Payment Date:                  The Payment Date in October 2024.

Collection Period:             With respect to any Payment Date,  the calendar
                               month  preceding the month of that Payment Date.

Interest                       Period: The "Interest Period" with respect to the
                               Offered  Notes for a given  Payment  Date will be
                               the period  beginning  with the previous  Payment
                               Date (or, in the case of the first  Payment Date,
                               the Settlement  Date) and ending on the day prior
                               to such Payment Date (on an actual/360 basis).

Credit Enhancement:            Excess interest, overcollateralization and the
                               financial guaranty insurance policy (the
                               "Policy").

Optional                       Redemption:  A  principal  payment may be made to
                               redeem the Offered Notes upon the exercise by the
                               Servicer of its option to purchase  the  Mortgage
                               Loans together with the assets of the Trust after
                               the  aggregate  balance of the Offered  Notes has
                               been  reduced to an amount  less than or equal to
                               10% of their initial aggregate principal balance.

Initial
Mortgage                       Loans: The Mortgage Loans to be sold to the Trust
                               will  consist  of  adjustable  rate  home  equity
                               revolving  lines  of  credit   evidenced  by  the
                               related credit line agreements and secured by the
                               related   mortgages   or   deeds   of   trust  on
                               residential   properties.    See   the   attached
                               collateral     descriptions     for    additional
                               information  on the Initial  Mortgage Loans as of
                               the Statistical Cut-Off Date.

                               As of the Statistical Cut-Off Date, the aggregate
                               principal   balance  of  the  mortgage  loans  is
                               approximately   $500,000,931.70   (the   "Initial
                               Mortgage Loans"). Amounts collected in respect of
                               the Mortgage Loans will primarily be used to make
                               payments on the Class A Notes.

Subsequent
Mortgage Loans:                During  the  Revolving  Period,  the  Issuer may
                               acquire  "Subsequent  Mortgage Loans"  (together
                               with the Initial  Mortgage Loans,  the "Mortgage
                               Loans")  with funds on  deposit  in the  Funding
                               Account. Accordingly, the characteristics of the
                               entire   pool  of   Mortgage   Loans   upon  the
                               acquisition of the Subsequent Mortgage Loans may
                               vary  somewhat from the  characteristics  of the
                               Initial  Mortgage  Loans  as of the  Statistical
                               Cut-Off  Date as  presented  in this Series Term
                               Sheet.

                               Each  Subsequent  Mortgage  Loan  will  have been
                               underwritten substantially in accordance with the
                               underwriting criteria set forth in the Prospectus
                               Supplement and meet other  criteria  described in
                               the Prospectus Supplement,  including approval by
                               the Credit Enhancer.

Additional Balances:           An "Additional  Balance"  represents  additional
                               principal of a Mortgage Loan created by a
                               draw on the related home equity revolving line of
                               credit.





Additional Balance

Increase Amount:               On  any  given  Payment  Date,  equals  (a)  the
                               excess,  if any, of (i) the aggregate  principal
                               amount of  Additional  Balances from the related
                               Collection Period and prior Collections  Periods
                               conveyed  to  the  Trust,  over  (ii)  principal
                               collections and excess interest from the Funding
                               Account and/or the custodial  account applied to
                               purchase  those  Additional  Balances  minus (b)
                               amounts  paid  on  prior  Payment  Dates  to the
                               holders  of the  Certificates  in respect of any
                               Additional Balance Increase Amount.


Loan Rate:                     The Loan Rate of each  Mortgage  Loan is the per
                               annum  interest  rate required to be paid by the
                               mortgagor  under the terms of the related credit
                               line agreement.

                               Each  Mortgage  Loan  has a  Loan  Rate  that  is
                               subject  to  adjustment,   as  specified  in  the
                               related credit line  agreement,  to equal the sum
                               of the index and a gross  margin,  provided  that
                               the  Loan  Rate on each  Mortgage  Loan  does not
                               exceed a maximum  loan  rate.  The index for each
                               Mortgage  Loan  is the  "Prime  Rate,"  regularly
                               published  in the  Eastern  edition  of The  Wall
                               Street Journal.

Net                            Loan Rate: The Net Loan Rate means,  with respect
                               to any Payment  Date and any Mortgage  Loan,  the
                               Loan Rate of that  Mortgage  Loan as of the first
                               day of the  calendar  month in which the  related
                               Interest Period begins,  net of the Servicing Fee
                               rate.

Yield Maintenance
Agreement:                     The  trust  will  include  a  Yield  Maintenance
                               Agreement    between   the   Yield   Maintenance
                               Agreement  Provider and the Indenture Trustee on
                               behalf of the holders of the Offered  Notes.  On
                               each  Payment  Date  through and  including  the
                               Payment  Date  in  August  2008,  to the  extent
                               available,  funds  will  be  distributed  to the
                               Offered  Notes to cover any  interest  shortfall
                               that was not covered by excess  interest  and to
                               cover certain  amounts owed to the Offered Notes
                               from the current  Payment  Date as well as prior
                               Payment Dates as a result of  limitations on the
                               Note Rate.

Net WAC Rate:                  The Net WAC Rate means for each Payment  Date, a
                               fraction  expressed  as a per  annum  rate,  the
                               numerator  of  which  is  the  sum  of  (i)  the
                               interest due on the Mortgage Loans, less the sum
                               of (a) the  servicing  fee rate on the  Mortgage
                               Loans,  (b) the  premium  rate on the Policy (as
                               adjusted  on the basis of the  actual  number of
                               days  in  the  related  Interest  Period  and  a
                               360-day  year) and (c) the pro rata  portion  of
                               interest  attributable  to  Additional  Balances
                               represented by any Additional  Balance  Increase
                               Amount  and (ii)  payments  required  to be made
                               under the Yield Maintenance  Agreement,  if any,
                               and the  denominator  of which is the  aggregate
                               outstanding  balance  of the  Offered  Notes (as
                               adjusted  on the basis of the  actual  number of
                               days  in  the  related  Interest  Period  and  a
                               360-day year).






Class A Margin:                The Class A Margin will be determined on the
                               Pricing Date.

Class A
Note Rate:                     With respect to each Interest Period, the lesser
                               of (a) One Month  LIBOR  plus the Class A Margin
                               and (b) the Net WAC Rate.

Servicer Advances:             The  Servicer,  at its  option  and in its  sole
                               discretion, may make advances by depositing into
                               the  custodial   account  amounts   representing
                               installments of principal and/or interest on any
                               Mortgage  Loan that is  delinquent as of the end
                               of the related Collection Period if the Servicer
                               believes that the advances  will be  recoverable
                               from  payments  on, or other  proceeds  of, that
                               Mortgage   Loan.  If  the  Servicer   makes  any
                               optional  advances of  delinquent  principal  or
                               interest,  the  Servicer  shall be  entitled  to
                               reimburse itself from collections on the related
                               Mortgage  Loans  or,  if those  amounts  are not
                               sufficient,  by  withdrawing  those amounts from
                               the custodial  account prior to any distribution
                               of  amounts on  deposit  therein to the  Offered
                               Notes.

Funding Account:               On the Settlement  Date, a Funding  Account will
                               be established for the benefit of the holders of
                               the Offered Notes (the "Funding  Account").  The
                               Servicer will deposit Principal Collections from
                               the Mortgage Loans (on the business day prior to
                               each Payment Date during the  Revolving  Period,
                               to the  extent not used to  purchase  Additional
                               Balances and/or Subsequent Mortgage Loans, or to
                               pay amounts in respect of any Additional Balance
                               Increase Amount) and excess spread (beginning on
                               the Payment Date in March 2004 and continuing on
                               each   Payment   Date   thereafter   during  the
                               Revolving  Period,  to the  extent  not  used to
                               reimburse the Credit Enhancer,  up to the amount
                               necessary to increase the  Overcollateralization
                               Amount  to  the   Overcollateralization   Target
                               Amount) into the Funding Account, and will apply
                               those  amounts to purchase  Additional  Balances
                               arising   under  the  Mortgage   Loans   already
                               included  in the Trust on future  Payment  Dates
                               and/or to purchase Subsequent Mortgage Loans, to
                               the extent available.

                               On the Payment Date  immediately  succeeding  the
                               date on which the  Revolving  Period ends, in the
                               event that any  amounts  remain on deposit in the
                               Funding   Account  after  giving  effect  to  the
                               purchase  by the  Issuer of  Additional  Balances
                               and/or Subsequent  Mortgage Loans,  including any
                               purchased  on the  date on  which  the  Revolving
                               Period  ends,  and payments to the holders of the
                               Certificates in respect of any Additional Balance
                               Increase  Amount,  those  amounts will be paid to
                               the holders of the Offered Notes as principal.

Interest Collections:          Interest  Collections means, with respect to any
                               Payment  Date, an amount equal to the sum of (a)
                               the  amounts   collected  with  respect  to  the
                               Mortgage  Loans  during the  related  Collection
                               Period,  including  the interest  portion of Net
                               Liquidation   Proceeds,   applied  to   interest
                               pursuant to the terms of the related credit line
                               agreements,    exclusive    of   the    Interest
                               Collections  allocable to the  Excluded  Amount,
                               reduced   by  the   Servicing   Fees   for  that
                               Collection  Period,  plus  amounts in respect of
                               any  optional   advance  made  by  the  Servicer
                               pursuant to the terms of the servicing agreement
                               and  (b)  the   interest   portion  of  (i)  the
                               repurchase price for any deleted Mortgage Loans;
                               and  (ii)  the  cash  purchase   price  paid  in
                               connection  with any  optional  purchase  of the
                               Mortgage Loans by the Servicer.

Principal Collections:         Principal Collections means, with respect to any
                               Payment Date, an amount equal to the sum of: (a)
                               the  amount   collected  during  the  Collection
                               Period relative to any Mortgage Loans, including
                               the   principal   portion  of  net   liquidation
                               proceeds,  applied to principal  pursuant to the
                               terms of the  related  credit  line  agreements,
                               exclusive of the Principal Collections allocable
                               to the Excluded  Amount;  and (b) the  principal
                               portion  of (i)  the  repurchase  price  for any
                               deleted   Mortgage   Loans,   (ii)  any  amounts
                               required  to  be  deposited  in  the   custodial
                               account by the Seller  pursuant to the  purchase
                               agreement and (iii) the cash purchase price paid
                               in connection with any optional  purchase of the
                               Mortgage Loans by the Servicer.

Net                            Principal   Collections:   With  respect  to  any
                               Payment  Date,  the excess,  if any, of Principal
                               Collections   for  that  Payment  Date  over  the
                               aggregate  amount of Additional  Balances created
                               during   the   related   Collection   Period  and
                               Subsequent  Mortgage Loans  purchased  during the
                               related  Collection  Period, if any, and conveyed
                               to the  Issuer  and  paid  for  with  amounts  on
                               deposit in the Custodial Account.

Excluded Amount:               Any draws made by an obligor  under any Mortgage
                               Loan  during  the  Rapid   Amortization   Period
                               ("Excluded  Draws") shall not be  transferred to
                               the Issuer.  With  respect to any  Payment  Date
                               during  the  Rapid   Amortization   Period,  the
                               "Excluded Amount" shall equal (i) the portion of
                               the Principal  Collections  for each  Collection
                               Period   allocated   to   such   Excluded   Draw
                               (Principal  Collections  are to be applied first
                               to the total balance  conveyed to the Trust with
                               respect  to such  Mortgage  Loan and then to the
                               Additional   Balances  on  such   Mortgage  Loan
                               retained  by the  Seller)  and (ii) the pro rata
                               portion (based on the relative principal amounts
                               held by the Trust and by the Seller) of Interest
                               Collections  allocable  to such  Excluded  Draw,
                               provided  that the Excluded  Amount with respect
                               to any Liquidation  Loss Amount shall be the pro
                               rata portion  (based on the  relative  principal
                               amounts  held by the Trust and by the Seller) of
                               losses on the related  Mortgage Loans during the
                               related   Collection   Period   attributable  to
                               Additional  Balances  not conveyed to the Trust;
                               provided further that, to the extent the related
                               credit line agreement or applicable law provides
                               for   a   different   allocation,   such   other
                               allocation shall control.

Principal Distribution
Amount:                        With  respect to any Payment  Date (a) during the
                               Managed   Amortization   Period,   Net  Principal
                               Collections  less (i) amounts paid to the holders
                               of  the   Certificates   with   respect   to  any
                               Additional  Balance  Increase Amount and (ii) any
                               Overcollateralization  Release  Amounts  and  (b)
                               during the Rapid Amortization  Period,  Principal
                               Collections.

Stepdown                       Date:  The later of (a) the  thirty-first  (31st)
                               Payment Date or (b) the Payment Date on which the
                               current  aggregate  note  balance of the  Offered
                               Notes  is less  than or  equal to 50% of the note
                               balance of the Offered Notes as of the Settlement
                               Date.

Overcollateralization
Amount:                        With respect to any Payment Date, the amount,  if
                               any,  by  which  the sum of (a)  the  outstanding
                               aggregate principal balance of the Mortgage Loans
                               (exclusive   of  the  portion   relating  to  any
                               Excluded  Amount)  and  (b)  the  amount  in  the
                               Funding Account,  in each case as of the close of
                               business   on  the  last   day  of  the   related
                               Collection  Period,  exceeds  the  balance of the
                               Offered Notes.






Overcollateralization
Release Amount:                With  respect  to any  Distribution  Date  on or
                               after the Stepdown  Date  provided  that (a) the
                               Stepdown  Delinquency  Test and (b) the Stepdown
                               Cumulative  Loss Test have been met,  the lesser
                               of (x) the Net  Principal  Collections  for such
                               Distribution Date and (y) the excess, if any, of
                               (i) the  Overcollateralization  Amount  for such
                               Distribution Date, assuming that 100% of the Net
                               Principal  Collections is applied as a principal
                               payment   on   the   Offered   Notes   on   such
                               Distribution     Date,     over     (ii)     the
                               Overcollateralization  Target  Amount  for  such
                               Distribution   Date.   With   respect   to   any
                               Distribution  Date on  which  (a)  the  Stepdown
                               Delinquency Test and (b) the Stepdown Cumulative
                               Loss    Test    have   not   been    met,    the
                               Overcollateralization  Release  Amount  will  be
                               zero.


Overcollateralization
Target Amount:                 With respect to any Payment Date on or after the
                               March  2004   Payment  Date  and  prior  to  the
                               Stepdown Date, an amount equal to the sum of (i)
                               1.00% of the note  balance of the Offered  Notes
                               as of the Settlement  Date; and (ii) 100% of the
                               principal  balances  of all the  Mortgage  Loans
                               that   are  180   days  or  more   contractually
                               delinquent  as of the  last  day of the  related
                               Collection Period (including Mortgage Loans that
                               are in foreclosure or are REO loans).

                               With  respect to any Payment Date on or after the
                               Stepdown  Date,  provided  that (a) the  Stepdown
                               Delinquency Test and (b) the Stepdown  Cumulative
                               Loss   Test    have    each    been   met,    the
                               Overcollateralization  Target  Amount shall equal
                               the  sum of  2.00%  of the  note  balance  of the
                               Offered  Notes on such Payment  Date. On or after
                               the Stepdown Date, provided that (a) the Stepdown
                               Delinquency  Test or (b) the Stepdown  Cumulative
                               Loss    Test    have    not   been    met,    the
                               Overcollateralization   Target  Amount  shall  be
                               equal to the Overcollateralization  Target Amount
                               on the prior  Payment  Date and will remain equal
                               to that Overcollateralization Target Amount until
                               (a) the  Stepdown  Delinquency  Test  and (b) the
                               Stepdown Cumulative Loss Test have each been met;

                               provided,  however,  that in no event  shall  the
                               Overcollateralization  Target Amount be less than
                               the  greater of (i) 0.50% of the note  balance of
                               the Offered Notes as of the Closing Date and (ii)
                               the sum of the three largest outstanding Mortgage
                               Loans (by  principal  balance as of such  Payment
                               Date).

Stepdown
Delinquency                    Test: With respect to any date of  determination,
                               a test  that  is met  if  the  six-month  rolling
                               average  sixty-day  delinquency  rate  (including
                               foreclosures  and REO properties) on the Mortgage
                               Loans (exclusive of the pro rata portion relating
                               to  any  Excluded  Amount)  as of  such  date  of
                               determination is less than 3.50%.

Stepdown Cumulative
 Loss                          Test: With respect to any date of  determination,
                               a test  that  is met  if  the  percentage  of the
                               cumulative   losses   on   the   Mortgage   Loans
                               (exclusive  of  the  pro  rata  portion   thereof
                               relating to any Excluded  Amount) as of such date
                               of  determination  is less  than  the  applicable
                               percentage  listed  in  the  chart  below  of the
                               principal  balances of the  Mortgage  Loans as of
                               the Settlement Date:

                                          Months      Percentage
                                          ------      ----------
                                         31 - 48          1.50%
                                         49 - 60          2.00%
                                           61+            2.50%

Revolving                      Period:  The Revolving  Period will be the period
                               beginning  on the  Settlement  Date and ending on
                               the  earlier  of  (a)  the  end  of  business  on
                               November 30, 2004,  (b) the Payment Date on which
                               the Funding Account  balance exceeds  $20,000,000
                               (which   is   approximately    four   times   the
                               Overcollateralization  Target  Amount) or (c) the
                               occurrence  of  a  rapid  amortization  event  as
                               specified in the Indenture.

Managed Amortization
Period:                        The  Managed  Amortization  Period  will  be  the
                               period  beginning on the first day  following the
                               end of  the  Revolving  Period,  unless  a  rapid
                               amortization  event has  occurred as specified in
                               the Indenture.  The Managed  Amortization  Period
                               will end on the earlier of (a)  November 30, 2006
                               and (b) the  occurrence  of a rapid  amortization
                               event as specified in the Indenture.

Rapid Amortization
Period:                        The Rapid Amortization  Period will be the period
                               beginning on the first day  following the end of
                               the Managed Amortization Period,  unless a rapid
                               amortization  event has occurred as specified in
                               the Indenture.






Priority of  Distributions:    On each Payment  Date,  from  amounts  withdrawn
                               from the  custodial  account with respect to the
                               Mortgage Loans (including any draw on the Policy
                               and any  amounts  required  to be paid under the
                               Yield  Maintenance  Agreement),   the  following
                               payments will be made in the following  order of
                               priority:

                               During the Revolving Period:

                                o       first,    from   Interest    Collections
                                        (exclusive  of the pro rata  portion  of
                                        interest   attributable   to  Additional
                                        Balances  represented  by any Additional
                                        Balance Increase Amount),  the amount of
                                        the premium for the Policy to the Credit
                                        Enhancer,  and any unpaid  premium  with
                                        interest  thereon,  as  provided  in the
                                        Insurance Agreement;

                                o       second,   from  any  remaining  Interest
                                        Collections  (exclusive  of the pro rata
                                        portion  of  interest   attributable  to
                                        Additional  Balances  represented by any
                                        Additional  Balance Increase Amount) and
                                        payments   received   under   the  Yield
                                        Maintenance   Agreement,   to  the  Note
                                        Payment  Account,  for  payment  to  the
                                        holders of the Offered  Notes,  interest
                                        for the related  Interest  Period at the
                                        Note Rate on the  balance of the Offered
                                        Notes  immediately prior to that Payment
                                        Date, other than any interest shortfalls
                                        and reduced by any Relief Act Shortfalls
                                        during the  related  Collection  Period,
                                        and  from  that  pro  rata   portion  of
                                        interest   attributable   to  Additional
                                        Balances  represented  by any Additional
                                        Balance Increase  Amount,  to pay to the
                                        holders of the Certificates, interest on
                                        the Additional Balance Increase Amount;

                                o       third,  from Net Principal  Collections,
                                        to   the   Distribution   Account,   for
                                        distribution   to  the  holders  of  the
                                        Certificates,  an  amount  equal  to the
                                        Additional Balance Increase Amount;

                                o       fourth,    remaining    Net    Principal
                                        Collections to the Funding Account;

                                o       fifth,  from any remaining  amounts,  to
                                        the Credit Enhancer, to reimburse it for
                                        prior  draws  made on the  Policy,  with
                                        interest  thereon,  as  provided  in the
                                        Insurance Agreement;

                                o       sixth,  on and after the Payment Date in
                                        March 2004,  from excess spread,  to the
                                        Funding Account, the amount necessary so
                                        that the Overcollateralization Amount is
                                        not less than the  Overcollateralization
                                        Target Amount;

                                o       seventh,   from  any  remaining   excess
                                        spread, to the Distribution Account, for
                                        distribution   to  the  holders  of  the
                                        Certificates,  an  amount  equal  to the
                                        Additional Balance Increase Amount;

                                o       eighth,  from any remaining amounts,  to
                                        the Credit  Enhancer,  any other amounts
                                        owed the Credit Enhancer pursuant to the
                                        Insurance Agreement;

                                o       ninth, from any remaining excess spread,
                                        to the Note Payment Account, for payment
                                        to the holders of the Offered Notes, any
                                        interest shortfalls on the Offered Notes
                                        for  such   Payment  Date  and  for  any
                                        Payment   Date  not   previously   paid,
                                        together  with  interest  thereon at the
                                        Note Rate;

                                o       tenth,  from any remaining  amounts,  to
                                        the  Indenture  Trustee,  any  Trustee's
                                        additional   expenses   and  any   other
                                        amounts owing to the Indenture  Trustee,
                                        in  each  case to the  extent  remaining
                                        unpaid;  and o eleventh,  any  remaining
                                        amounts,  to the  distribution  account,
                                        for  distribution  to the holders of the
                                        Certificates.





                               During the Managed Amortization Period:

                                o       first,    from   Interest    Collections
                                        (exclusive  of the pro rata  portion  of
                                        interest   attributable   to  Additional
                                        Balances  represented  by any Additional
                                        Balance Increase Amount),  the amount of
                                        the premium for the Policy to the Credit
                                        Enhancer,  and any unpaid  premium  with
                                        interest  thereon,  as  provided  in the
                                        Insurance Agreement;

                                o       second,   from  any  remaining  Interest
                                        Collections  (exclusive  of the pro rata
                                        portion  of  interest   attributable  to
                                        Additional  Balances  represented by any
                                        Additional  Balance Increase Amount) and
                                        payments   received   under   the  Yield
                                        Maintenance   Agreement,   to  the  Note
                                        Payment  Account,  for  payment  to  the
                                        holders of the Offered  Notes,  interest
                                        for the related  Interest  Period at the
                                        Note Rate on the  balance of the Offered
                                        Notes  immediately prior to that Payment
                                        Date, other than any interest shortfalls
                                        and reduced by any Relief Act Shortfalls
                                        during the  related  Collection  Period,
                                        and  from  that  pro  rata   portion  of
                                        interest   attributable   to  Additional
                                        Balances  represented  by any Additional
                                        Balance Increase  Amount,  to pay to the
                                        holders of the Certificates, interest on
                                        the Additional Balance Increase Amount;

                                o       third,  from Net Principal  Collections,
                                        to   the   Distribution   Account,   for
                                        distribution   to  the  holders  of  the
                                        Certificates,  an  amount  equal  to the
                                        Additional Balance Increase Amount;

                                o       fourth,  from any remaining amounts,  to
                                        the Note Payment Account,  the Principal
                                        Distribution  Amount for  payment to the
                                        holders of the Class A Notes,  until the
                                        note balance thereof has been reduced to
                                        zero;

                                o       fifth,  from any remaining  amounts,  to
                                        the Credit Enhancer, to reimburse it for
                                        prior  draws  made on the  Policy,  with
                                        interest  thereon,  as  provided  in the
                                        Insurance Agreement;

                                o       sixth,  on or after the payment  date in
                                        March 2004,  from excess spread,  to the
                                        Note   Payment   Account,   the   amount
                                        necessary  to be applied on that Payment
                                        Date for  payment  as  principal  to the
                                        holders of the  Offered  Notes,  so that
                                        the Overcollateralization  Amount is not
                                        less   than  the   Overcollateralization
                                        Target Amount;

                                o       seventh,   from  any  remaining   excess
                                        spread, to the Distribution Account, for
                                        distribution   to  the  holders  of  the
                                        Certificates,  an  amount  equal  to the
                                        Additional Balance Increase Amount;

                                o       eighth,  from any remaining amounts,  to
                                        the Credit  Enhancer,  any other amounts
                                        owed the Credit Enhancer pursuant to the
                                        Insurance Agreement;

                                o       ninth, from any remaining excess spread,
                                        to the Note Payment Account, for payment
                                        to the holders of the Offered Notes, any
                                        interest shortfalls on the Offered Notes
                                        for  such   Payment  Date  and  for  any
                                        Payment   Date  not   previously   paid,
                                        together  with  interest  thereon at the
                                        Note Rate;

                                o       tenth,  from any remaining  amounts,  to
                                        the  Indenture  Trustee,  any  Trustee's
                                        additional   expenses   and  any   other
                                        amounts owing to the Indenture  Trustee,
                                        in  each  case to the  extent  remaining
                                        unpaid; and

                                o       eleventh,  any remaining amounts, to the
                                        Distribution  Account,  for distribution
                                        to the holders of the Certificates.





                               During the Rapid Amortization Period:

                                o       first,    from   Interest    Collections
                                        (exclusive  of the pro rata  portion  of
                                        interest   attributable   to  Additional
                                        Balances  represented  by any Additional
                                        Balance Increase Amount),  the amount of
                                        the premium for the Policy to the Credit
                                        Enhancer,  and any unpaid  premium  with
                                        interest  thereon,  as  provided  in the
                                        Insurance Agreement;

                                o       second,   from  any  remaining  Interest
                                        Collections  (exclusive  of the pro rata
                                        portion  of  interest   attributable  to
                                        Additional  Balances  represented by any
                                        related   Additional   Balance  Increase
                                        Amount) and payments  received under the
                                        Yield Maintenance Agreement, to the Note
                                        Payment  Account,  for  payment  to  the
                                        holders of the Offered  Notes,  interest
                                        for the related  Interest  Period at the
                                        Note Rate on the  balance of the Offered
                                        Notes  immediately prior to that Payment
                                        Date, other than any interest shortfalls
                                        and reduced by any Relief Act Shortfalls
                                        during the  related  Collection  Period,
                                        and  from  that  pro  rata   portion  of
                                        interest   attributable   to  Additional
                                        Balances  represented  by any Additional
                                        Balance Increase  Amount,  to pay to the
                                        holders of the Certificates, interest on
                                        the Additional Balance Increase Amount;

                                o       third,  from any remaining  amounts,  to
                                        the Note Payment Account,  the Principal
                                        Distribution  Amount for  payment to the
                                        holders of the Class A Notes,  until the
                                        note  balance  of the  Class A Notes has
                                        been reduced to zero;

                                o       fourth, from Principal  Collections,  to
                                        the    Distribution     Account,     for
                                        distribution   to  the  holders  of  the
                                        Certificates,  an  amount  equal  to the
                                        Additional  Balance  Increase  Amount; o
                                        fifth,  from any remaining  amounts,  to
                                        the Credit Enhancer, to reimburse it for
                                        prior  draws  made on the  Policy,  with
                                        interest  thereon,  as  provided  in the
                                        Insurance Agreement;

                                o       sixth,  on or after the payment  date in
                                        March 2004,  from excess spread,  to the
                                        Note   Payment   Account,   the   amount
                                        necessary  to be applied on that Payment
                                        Date for  payment  as  principal  to the
                                        holders of the  Offered  Notes,  so that
                                        the Overcollateralization  Amount is not
                                        less   than  the   Overcollateralization
                                        Target Amount;

                                o       seventh,   from  any  remaining   excess
                                        spread, to the Distribution Account, for
                                        distribution   to  the  holders  of  the
                                        Certificates,  an  amount  equal  to the
                                        Additional Balance Increase Amount;

                                o       eighth,  from any remaining amounts,  to
                                        the Credit  Enhancer,  any other amounts
                                        owed the Credit Enhancer pursuant to the
                                        Insurance Agreement;

                                o       ninth, from any remaining excess spread,
                                        to the Note Payment Account, for payment
                                        to the holders of the Offered Notes, any
                                        interest shortfalls on the Offered Notes
                                        for  such   Payment  Date  and  for  any
                                        Payment   Date  not   previously   paid,
                                        together  with  interest  thereon at the
                                        Note Rate;

                                o       tenth,  from any remaining  amounts,  to
                                        the  Indenture  Trustee,  any  Trustee's
                                        additional   expenses   and  any   other
                                        amounts owing to the Indenture  Trustee,
                                        in  each  case to the  extent  remaining
                                        unpaid; and

                                o       eleventh,  any remaining amounts, to the
                                        Distribution  Account,  for distribution
                                        to the holders of the Certificates.






                    DESCRIPTION OF THE INITIAL MORTGAGE LOANS
                       As of the Statistical Cut-Off Date



                                                                                                   
Number of Initial Mortgage Loans                     10,152
Total Principal Balance                     $500,000,931.70

                                                    Minimum                        Maximum                            Average
Principal Balance                                 $5,011.80                    $818,686.31                         $49,251.47
Credit Limit                                      $7,100.00                    $835,100.00                         $85,445.97
Utilization Rate                                      2.09%                        100.00%                             57.64%

                                                    Minimum                        Maximum                   Weighted Average
Combined LTV Ratio                                    2.00%                        100.00%                             77.92%
Junior Ratio                                          2.77%                        100.00%                             41.06%
Credit Score                                            526                            822                                727
Remaining Draw Term (Months)                             94                            239                                219
Seasoning (Months)                                        1                             25                                 14
Current Loan Rate                                    3.000%                         9.250%                             4.123%
Fully Indexed Gross Margin                          -0.500%                         4.000%                             0.199%
Fully Indexed Loan Rate                              3.500%                         8.000%                             4.199%
Maximum Loan Rate                                   16.000%                        18.000%                            17.703%

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

                                         % of Aggregate                                                    % of Aggregate
Loan Purpose                            Principal Balance           Property Type                         Principal Balance
- ------------------------------------------------------------        ----------------------------------------------------------
Debt Consolidation / Refinance                        54.51         Single Family                                       92.97
Other                                                 26.03         Condominium                                          3.48
Home Improvement                                      16.54         Multifamily                                          3.52
                                                                    Agricultural Property with a
Purchase                                               2.92         Residence                                            0.03
- ------------------------------------------------------------        ----------------------------------------------------------
- ------------------------------------------------------------        ----------------------------------------------------------
Total                                               100.00%         Total                                            100.00%

                                         % of Aggregate
Occupancy Status                        Principal Balance                                                  % of Aggregate
- ------------------------------------------------------------
Primary Residence                                     90.75         Lien Position                         Principal Balance
                                                                    ----------------------------------------------------------
Non-Primary Residence                                  5.53         First                                               40.85
Rental Property                                        3.69         Second                                              57.72
Agricultural Property                                  0.03         Third                                                1.43
- ------------------------------------------------------------        ----------------------------------------------------------
- ------------------------------------------------------------        ----------------------------------------------------------
Total                                               100.00%         Total                                             100.00%






                    DESCRIPTION OF THE INITIAL MORTGAGE LOANS
                       As of the Statistical Cut-Off Date



                                Current Loan Rate

                                                                           Statistical           Percent of Initial
                                                                          Cut-Off Date            Mortgage Loans By
                                                 Number of Initial      Principal Balance      tatistical Cut-Off Date
Current Interest Rate (%)                         Mortgage Loans                              S   Principal Balance
- --------------------------------------------   ----------------------  --------------------   --------------------------
2.001 to   3.000                                                   1            $66,446.10                        0.01%
3.001 to   4.000                                               6,934        371,052,336.27                        74.21
4.001 to   4.250                                                 906         35,376,034.41                         7.08
4.251 to   4.500                                                 427         18,695,717.41                         3.74
4.501 to   4.750                                                 353         16,073,529.51                         3.21
4.751 to   5.000                                               1,014         42,724,817.76                         8.54
5.001 to   6.000                                                 417         14,279,369.90                         2.86
6.001 to   7.000                                                  97          1,661,235.27                         0.33
7.001 to   8.000                                                   2             38,858.76                         0.01
9.001 to 10.000                                                    1             32,586.31                         0.01
- --------------------------------------------   ----------------------  --------------------   --------------------------
Total                                                         10,152       $500,000,931.70                      100.00%
============================================   ======================  ====================   ==========================


                                  Junior Ratio

Junior Ratio (%)                                Number of Mortgage         Statistical           Percent of Initial
                                                                                                  Mortgage Loans By
                                                                          Cut-Off Date         tatistical Cut-Off Date
                                                       Loans            Principal Balance     S   Principal Balance
- --------------------------------------------   ----------------------  --------------------   --------------------------
First Lien                                                     3,080       $204,263,455.57                       40.85%
  0.01 to   10.00                                                256          3,856,916.65                         0.77
10.01 to   20.00                                               1,626         45,723,016.22                         9.14
20.01 to   30.00                                               1,629         63,966,564.28                        12.79
30.01 to   40.00                                               1,156         52,668,477.39                        10.53
40.01 to   50.00                                                 788         40,057,758.53                         8.01
50.01 to   60.00                                                 547         30,342,501.80                         6.07
60.01 to   70.00                                                 390         21,598,101.88                         4.32
70.01 to   80.00                                                 323         18,147,759.56                         3.63
80.01 to   90.00                                                 228         11,666,023.01                         2.33
90.01 to 100.00                                                  129          7,710,356.81                         1.54
- --------------------------------------------   ----------------------  --------------------   --------------------------
Total                                                         10,152       $500,000,931.70                      100.00%
============================================   ======================  ====================   ==========================







                    DESCRIPTION OF THE INITIAL MORTGAGE LOANS

                       As of the Statistical Cut-Off Date


                                  Combined LTV

CLTV (%)                                        Number of Mortgage         Statistical           Percent of Initial
                                                                                                  Mortgage Loans By
                                                                          Cut-Off Date         tatistical Cut-Off Date
                                                       Loans            Principal Balance     S   Principal Balance
- --------------------------------------------   ----------------------  --------------------   --------------------------
  0.01 to   10.00                                                 20           $378,404.57                        0.08%
10.01 to   20.00                                                 132          4,871,679.75                         0.97
20.01 to   30.00                                                 222          8,585,580.78                         1.72
30.01 to   40.00                                                 323         15,821,375.53                         3.16
40.01 to   50.00                                                 464         24,257,257.68                         4.85
50.01 to   60.00                                                 629         34,187,497.21                         6.84
60.01 to   70.00                                                 836         47,401,966.87                         9.48
70.01 to   80.00                                               1,259         73,404,695.32                        14.68
80.01 to   90.00                                               4,236        201,718,201.77                        40.34
90.01 to 100.00                                                2,031         89,374,272.22                        17.87
- --------------------------------------------   ----------------------  --------------------   --------------------------
Total                                                         10,152       $500,000,931.70                      100.00%
============================================   ======================  ====================   ==========================


                                   FICO Score

FICO                                            Number of Mortgage         Statistical           Percent of Initial
                                                                                                  Mortgage Loans By
                                                                          Cut-Off Date         tatistical Cut-Off Date
                                                       Loans            Principal Balance     S   Principal Balance
- --------------------------------------------   ----------------------  --------------------   --------------------------
Not Available                                                      3           $115,919.19                        0.02%
526 to 550                                                         2            318,569.93                         0.06
551 to 575                                                         5            577,168.04                         0.12
576 to 600                                                        15            756,281.09                         0.15
601 to 625                                                       122          8,504,663.97                         1.70
626 to 650                                                       402         22,048,090.45                         4.41
651 to 675                                                       960         50,416,139.18                        10.08
676 to 700                                                     1,301         67,178,541.41                        13.44
701 to 725                                                     1,616         81,045,194.92                        16.21
726 to 750                                                     1,681         82,244,935.87                        16.45
751 to 775                                                     1,947         93,413,071.97                        18.68
776 to 800                                                     1,699         78,314,558.30                        15.66
801 to 825                                                       399         15,067,797.38                         3.01
- --------------------------------------------   ----------------------  --------------------   --------------------------
Total                                                         10,152       $500,000,931.70                      100.00%
============================================   ======================  ====================   ==========================






                    DESCRIPTION OF THE INITIAL MORTGAGE LOANS

                       As of the Statistical Cut-Off Date


                               Remaining Draw Term

Remaining Draw Term (Months)                    Number of Mortgage         Statistical           Percent of Initial
                                                                                                  Mortgage Loans By
                                                                          Cut-Off Date         tatistical Cut-Off Date
                                                       Loans            Principal Balance     S   Principal Balance
- --------------------------------------------   ----------------------  --------------------   --------------------------
  89 to   94                                                      40         $1,721,773.49                        0.34%
  95 to 100                                                      172         10,241,941.32                         2.05
101 to 106                                                        11            604,350.28                         0.12
107 to 112                                                        47          3,581,892.95                         0.72
113 to 118                                                       148          9,930,450.31                         1.99
215 to 220                                                     5,103        238,238,753.47                        47.65
221 to 226                                                        55          2,082,457.28                         0.42
227 to 232                                                     1,270         62,471,557.91                        12.49
233 to 238                                                     3,300        170,835,834.75                        34.17
239 to 244                                                         6            291,919.94                         0.06
- --------------------------------------------   ----------------------  --------------------   --------------------------
Total                                                         10,152       $500,000,931.70                      100.00%
============================================   ======================  ====================   ==========================


                               Origination Period

Origination Period                              Number of Mortgage         Statistical           Percent of Initial
                                                                                                  Mortgage Loans By
                                                                          Cut-Off Date         tatistical Cut-Off Date
                                                       Loans            Principal Balance     S   Principal Balance
- --------------------------------------------   ----------------------  --------------------   --------------------------
4th Quarter   2001                                             5,309       $249,790,819.12                       49.96%
1st Quarter   2002                                                 6            394,485.48                         0.08
2nd Quarter  2002                                                  7            533,556.55                         0.11
3rd Quarter  2002                                                126          3,925,841.89                         0.79
4th Quarter  2002                                                651         33,352,196.43                         6.67
1st Quarter  2003                                              1,036         53,332,586.91                        10.67
2nd Quarter 2003                                               1,965        101,574,482.88                        20.31
3rd Quarter 2003                                               1,052         57,096,962.44                        11.42
- --------------------------------------------   ----------------------  --------------------   --------------------------
Total                                                         10,152       $500,000,931.70                      100.00%
============================================   ======================  ====================   ==========================







                    DESCRIPTION OF THE INITIAL MORTGAGE LOANS

                       As of the Statistical Cut-Off Date


                   Statistical Cut-Off Date Principal Balance

Statistical Cut-Off Date Principal Balance      Number of Mortgage         Statistical           Percent of Initial
                                                                                                  Mortgage Loans By
                                                                          Cut-Off Date         tatistical Cut-Off Date
($)                                                    Loans            Principal Balance     S   Principal Balance
- --------------------------------------------   ----------------------  --------------------   --------------------------
           0.01 to      10,000.00                                974         $7,492,006.93                        1.50%
  10,000.01 to      20,000.00                                  2,130         31,816,999.24                         6.36
  20,000.01 to      30,000.00                                  1,813         44,929,147.61                         8.99
  30,000.01 to      40,000.00                                  1,234         43,151,683.61                         8.63
  40,000.01 to      50,000.00                                    925         41,738,262.26                         8.35
  50,000.01 to      75,000.00                                  1,215         75,251,086.31                        15.05
  75,000.01 to    100,000.00                                     936         82,995,302.58                        16.60
100,000.01 to    150,000.00                                      455         56,783,649.10                        11.36
150,000.01 to    200,000.00                                      218         38,147,028.62                         7.63
200,000.01 to    250,000.00                                      122         27,465,777.61                         5.49
250,000.01 to    300,000.00                                       38         10,418,784.06                         2.08
300,000.01 to    400,000.00                                       50         17,806,809.53                         3.56
400,000.01 to    500,000.00                                       27         12,689,133.92                         2.54
500,000.01 to 1,000,000.00                                        15          9,315,260.32                         1.86
- --------------------------------------------   ----------------------  --------------------   --------------------------
Total                                                         10,152       $500,000,931.70                      100.00%
============================================   ======================  ====================   ==========================







                    DESCRIPTION OF THE INITIAL MORTGAGE LOANS

                       As of the Statistical Cut-Off Date


                                    Location

Location                                        Number of Mortgage         Statistical           Percent of Initial
                                                                                                  Mortgage Loans By
                                                                          Cut-Off Date         tatistical Cut-Off Date
                                                       Loans            Principal Balance     S   Principal Balance
- --------------------------------------------   ----------------------  --------------------   --------------------------
Florida                                                        2,073       $102,629,094.53                       20.53%
New Jersey                                                     1,629         93,221,166.15                        18.64
Pennsylvania                                                   1,792         80,861,422.48                        16.17
North Carolina                                                 1,440         60,696,279.11                        12.14
Virginia                                                       1,186         50,071,677.62                        10.01
Georgia                                                          581         29,749,321.08                         5.95
Connecticut                                                      411         25,724,248.66                         5.14
New York                                                         304         22,789,731.68                         4.56
Maryland                                                         343         15,734,793.82                         3.15
South Carolina                                                   300         14,092,753.89                         2.82
District of Columbia                                              57          2,536,630.77                         0.51
Delaware                                                          14            662,251.84                         0.13
Tennessee                                                          5            358,730.13                         0.07
Massachusetts                                                      4            357,397.05                         0.07
Alabama                                                            7            333,879.27                         0.07
Rhode Island                                                       4            111,472.29                         0.02
West Virginia                                                      2             70,081.33                         0.01
- --------------------------------------------   ----------------------  --------------------   --------------------------
Total                                                         10,152       $500,000,931.70                      100.00%
============================================   ======================  ====================   ==========================







                    DESCRIPTION OF THE INITIAL MORTGAGE LOANS

                       As of the Statistical Cut-Off Date


                           Fully Indexed Gross Margin

Fully Indexed Gross Margin (%)                  Number of Mortgage         Statistical           Percent of Initial
                                                                                                  Mortgage Loans By
                                                                          Cut-Off Date         tatistical Cut-Off Date
                                                       Loans            Principal Balance     S   Principal Balance
- --------------------------------------------   ----------------------  --------------------   --------------------------
- -0.999 to -0.500                                                 348        $15,767,189.40                        3.15%
- -0.499 to 0.000                                                4,933        292,410,130.27                        58.48
0.001 to 0.500                                                 2,593        104,525,580.76                        20.91
0.501 to 1.000                                                 1,169         53,912,150.74                        10.78
1.001 to 1.500                                                   723         23,605,088.72                         4.72
1.501 to 2.000                                                   186          6,479,169.47                         1.30
2.001 to 2.500                                                   165          2,729,776.61                         0.55
2.501 to 3.000                                                    32            472,289.46                         0.09
3.001 to 3.500                                                     2             76,801.97                         0.02
3.501 to 4.000                                                     1             22,754.30                         0.00
- --------------------------------------------   ----------------------  --------------------   --------------------------
Total                                                         10,152       $500,000,931.70                      100.00%
============================================   ======================  ====================   ==========================


                             Fully Indexed Loan Rate

Fully Indexed Loan Rate (%)                     Number of Mortgage         Statistical           Percent of Initial
                                                                                                  Mortgage Loans By
                                                                          Cut-Off Date         tatistical Cut-Off Date
                                                       Loans            Principal Balance     S   Principal Balance
- --------------------------------------------   ----------------------  --------------------   --------------------------
3.001 to 3.500                                                   348        $15,767,189.40                        3.15%
3.501 to 4.000                                                 4,933        292,410,130.27                        58.48
4.001 to 4.500                                                 2,593        104,525,580.76                        20.91
4.501 to 5.000                                                 1,169         53,912,150.74                        10.78
5.001 to 5.500                                                   723         23,605,088.72                         4.72
5.501 to 6.000                                                   186          6,479,169.47                         1.30
6.001 to 6.500                                                   165          2,729,776.61                         0.55
6.501 to 7.000                                                    32            472,289.46                         0.09
7.001 to 7.500                                                     2             76,801.97                         0.02
7.501 to 8.000                                                     1             22,754.30                         0.00
- --------------------------------------------   ----------------------  --------------------   --------------------------
Total                                                         10,152       $500,000,931.70                      100.00%
============================================   ======================  ====================   ==========================







                    DESCRIPTION OF THE INITIAL MORTGAGE LOANS

                       As of the Statistical Cut-Off Date


                                  Credit Limit

Credit Limit ($)                                Number of Mortgage         Statistical           Percent of Initial
                                                                                                  Mortgage Loans By
                                                                          Cut-Off Date         tatistical Cut-Off Date
                                                       Loans            Principal Balance     S   Principal Balance
- --------------------------------------------   ----------------------  --------------------   --------------------------
           0.01 to      10,000.00                                121           $965,439.45                        0.19%
  10,000.01 to      20,000.00                                    590          7,658,397.09                         1.53
  20,000.01 to      30,000.00                                  1,342         25,222,762.86                         5.04
  30,000.01 to      40,000.00                                    905         22,573,111.55                         4.51
  40,000.01 to      50,000.00                                  1,158         35,323,782.92                         7.06
  50,000.01 to      75,000.00                                  1,411         55,144,894.98                        11.03
  75,000.01 to    100,000.00                                   2,613        128,650,933.39                        25.73
100,000.01 to    150,000.00                                      962         67,802,104.14                        13.56
150,000.01 to    200,000.00                                      434         46,887,830.79                         9.38
200,000.01 to    250,000.00                                      373         46,350,081.96                         9.27
250,000.01 to    300,000.00                                       63         10,854,507.16                         2.17
300,000.01 to    400,000.00                                       87         21,139,861.34                         4.23
400,000.01 to    500,000.00                                       71         20,287,314.97                         4.06
500,000.01 to 1,000,000.00                                        22         11,139,909.10                         2.23
- --------------------------------------------   ----------------------  --------------------   --------------------------
Total                                                         10,152       $500,000,931.70                      100.00%
============================================   ======================  ====================   ==========================









                    DESCRIPTION OF THE INITIAL MORTGAGE LOANS

                       As of the Statistical Cut-Off Date


                                Utilization Rate

Utilization Rate (%)                            Number of Mortgage         Statistical           Percent of Initial
                                                                                                  Mortgage Loans By
                                                                          Cut-Off Date         tatistical Cut-Off Date
                                                       Loans            Principal Balance     S   Principal Balance
- --------------------------------------------   ----------------------  --------------------   --------------------------
  0.01 to   10.00                                                407         $4,038,218.32                        0.81%
10.01 to   20.00                                                 832         13,359,362.34                         2.67
20.01 to   30.00                                                 876         20,513,165.70                         4.10
30.01 to   40.00                                                 888         26,600,254.82                         5.32
40.01 to   50.00                                                 807         30,052,591.30                         6.01
50.01 to   60.00                                                 823         36,818,350.00                         7.36
60.01 to   70.00                                                 830         41,329,806.68                         8.27
70.01 to   80.00                                                 923         56,414,056.37                        11.28
80.01 to   90.00                                               1,037         64,882,927.33                        12.98
90.01 to 100.00                                                2,729        205,992,198.84                        41.20
- --------------------------------------------   ----------------------  --------------------   --------------------------
Total                                                         10,152       $500,000,931.70                      100.00%
============================================   ======================  ====================   ==========================







                           BOND SUMMARY (to Call) (1)

Class A-1 to Call
- ----------------------------------------------------------------------------------------------------------------------------------
CPR                                     10%          20%          30%           43%          50%           60%          70%
- ----------------------------------------------------------------------------------------------------------------------------------
WAL                                    5.78         4.35          4.20         3.10          2.44         1.74          1.22
Modified Duration  (2)                 5.58         4.25          4.11         3.04          2.40         1.73          1.21
First Principal Payment Date         12/25/06     12/25/06      12/25/06     04/25/04      02/25/04     02/25/04      01/25/04
Last Principal Payment Date          11/25/11     04/25/09      12/25/08     08/25/08      03/25/08     08/25/07      11/25/06




                         BOND SUMMARY (to Maturity) (1)

Class A-1 to Maturity
- ----------------------------------------------------------------------------------------------------------------------------------
CPR                                     10%          20%          30%           43%          50%           60%          70%
- ----------------------------------------------------------------------------------------------------------------------------------
WAL                                    5.81         4.36          4.21         3.12          2.47         1.78          1.27
Modified Duration (2)                  5.60         4.26          4.12         3.06          2.43         1.76          1.26
First Principal Payment Date         12/25/06     12/25/06      12/25/06     04/25/04      02/25/04     02/25/04      01/25/04
Last Principal Payment Date          05/25/12     07/25/09      03/25/09     12/25/08      09/25/08     06/25/08      02/25/08



(1) The draw rate used in each scenario is 34%. (2) Modified duration calculated
assuming a price of 100.00%.









                             Net WAC Rate Schedule: One Month LIBOR and Prime Rate at 20%(1)

                              Payment         Net                                   Payment        Net
                 Period         Date       WAC Rate                    Period        Date        WAC Rate
                 ------         ----       --------                    ------        ----        --------
                    1         12/25/03      16.56%                       30        05/25/06       21.07%
                    2         01/25/04      18.42%                       31        06/25/06       20.52%
                    3         02/25/04      18.25%                       32        07/25/06       21.07%
                    4         03/25/04      19.05%                       33        08/25/06       20.52%
                    5         04/25/04      17.91%                       34        09/25/06       20.52%
                    6         05/25/04      19.08%                       35        10/25/06       21.07%
                    7         06/25/04      18.59%                       36        11/25/06       20.52%
                    8         07/25/04      21.07%                       37        12/25/06       21.07%
                    9         08/25/04      20.52%                       38        01/25/07       20.52%
                   10         09/25/04      20.52%                       39        02/25/07       20.52%
                   11         10/25/04      21.07%                       40        03/25/07       22.29%
                   12         11/25/04      20.52%                       41        04/25/07       20.52%
                   13         12/25/04      21.07%                       42        05/25/07       21.07%
                   14         01/25/05      20.52%                       43        06/25/07       20.52%
                   15         02/25/05      20.52%                       44        07/25/07       21.07%
                   16         03/25/05      22.29%                       45        08/25/07       20.52%
                   17         04/25/05      20.52%                       46        09/25/07       20.52%
                   18         05/25/05      21.07%                       47        10/25/07       21.07%
                   19         06/25/05      20.52%                       48        11/25/07       20.52%
                   20         07/25/05      21.07%                       49        12/25/07       21.07%
                   21         08/25/05      20.52%                       50        01/25/08       20.52%
                   22         09/25/05      20.52%                       51        02/25/08       20.52%
                   23         10/25/05      21.07%                       52        03/25/08       21.66%
                   24         11/25/05      20.52%                       53        04/25/08       20.52%
                   25         12/25/05      21.07%                       54        05/25/08       21.07%
                   26         01/25/06      20.52%                       55        06/25/08       20.52%
                   27         02/25/06      20.52%                       56        07/25/08       21.07%
                   28         03/25/06      22.29%                       57        08/25/08       20.52%
                   29         04/25/06      20.52%

          (1) Assumes that the mortgage  loans prepay at 43% CPR with a 34% Draw
         Rate,  and that One  Month  LIBOR and the Prime  Rate are  constant  at
         20.00%.







WASI Deals
CPR and Draw Rates per the Servicer Reports





                                                                                  [GRAPHIC OMITTED]
                                                                                  [GRAPHIC OMITTED]

WASI 2002-HE1
- ------------------------------------------------------------------------------------------------------------------------------------
                  Pricing    Oct-02    Nov-02   Dec-02   Jan-03   Feb-03   Mar-03  Apr-03  May-03  Jun-03  Jul-03   Aug-03    Sep-03
                  ------------------------------------------------------------------------------------------------------------------
                                                                                     
Gross CPR          41.000   38.5721   44.6255  42.2247  38.5912  39.6445  36.3362 40.2445 40.9649 39.7160 43.5020  48.3680   45.9810
(1 mo. Annualized)

Draw Rate          33.000   72.2803   58.4059  46.2039  42.5851  40.1720  31.3437 31.7546 34.9191 32.3460 26.6220  29.2470   27.9820
(1 mo. Annualized)

Net CPR           11.5700 (104.9089) (30.5009) (7.0128) (6.6325) (0.8446)  7.0548 12.0730  8.9770 10.5620 22.4840  26.3590   24.4010
(1 mo. Annualized)

Bond Factor        1.0000    1.0000    1.0000   1.0000   1.0000   1.0000   1.0000  1.0000  1.0000  1.0000  1.0000   1.0000    0.8962
- ------------------------------------------------------------------------------------------------------------------------------------

WASI 2002-HE2
- ----------------------------------------------------------------------------------------------------------------------------
                            Pricing      Jan-03   Feb-03    Mar-03   Apr-03    May-03   Jun-03    Jul-03   Aug-03    Sep-03
                           -------------------------------------------------------------------------------------------------
Gross CPR (1 mo. Annualized)   38.000   42.2790  38.4700   34.9730  43.2970   43.9120  42.9570   44.9240  49.0160   47.8550
Draw Rate (1 mo. Annualized)   29.000   51.5730  47.2480   34.5680  32.8990   37.8300  32.4700   31.8010  30.5300   29.6840
Net CPR (1 mo. Annualized)    12.3400  (17.9800)(15.7190)   0.5980  15.0270    9.4200  15.0660   18.6950  25.9200   25.1900
Bond Factor                    1.0000    1.0000   1.0000    1.0000   1.0000    1.0000   1.0000    1.0000   1.0000    0.9865
- ----------------------------------------------------------------------------------------------------------------------------

WASI 2003-HE1
- -----------------------------------------------------------------------------------------------
                            Pricing      Apr-03   May-03    Jun-03   Jul-03    Aug-03   Sep-03
                           --------------------------------------------------------------------
Gross CPR (1 mo. Annualized)  43.0000   47.7420  46.6080   43.4710  45.9830   45.6110  43.4980
Draw Rate (1 mo. Annualized)  34.0000   42.7500  37.6040   29.9180  25.7870   28.8190  26.5550
Net CPR (1 mo. Annualized)    13.2000    8.3390  13.9130   18.8260  26.6370   23.0070  22.5500
Bond Factor                    1.0000    1.0000   1.0000    1.0000   1.0000    0.9067   0.8841
- -----------------------------------------------------------------------------------------------


WASI 2003-HE2 - Group 1
- -------------------------------------------------------------------
                            Pricing      Jul-03   Aug-03    Sep-03
                           ----------------------------------------
Gross CPR (1 mo. Annualized)  38.0000   35.0050  44.0920   40.1660
Draw Rate (1 mo. Annualized)  29.0000   34.1790  39.2610   36.7910
Net CPR (1 mo. Annualized)    12.3400    1.2120   7.6430    5.1430
Bond Factor                    1.0000    1.0000   1.0000    1.0000
- -------------------------------------------------------------------

WASI 2003-HE2 - Group 2
- -------------------------------------------------------------------
                            Pricing      Jul-03   Aug-03    Sep-03
                           ----------------------------------------
Gross CPR (1 mo. Annualized)  38.0000   44.6860  49.0250   46.7760
Draw Rate (1 mo. Annualized)  29.0000   46.5040  42.9640   40.2600
Net CPR (1 mo. Annualized)    12.3400   (3.2240) 10.1640   10.4710
Bond Factor                    1.0000    1.0000   1.0000    1.0000
- -------------------------------------------------------------------


Wachovia  Securities  is the  trade  name for the  corporate  and  investment  banking  services  of  Wachovia  Corporation  and its
subsidiaries,  including Wachovia Capital Markets, LLC ("WCM"), member NYSE, NASD, SIPC. This report(s) is for your information only
and is not an offer to sell, or a solicitation  of an offer to buy, the securities or instruments  named or described in the report.
Interested  parties are advised to contact the entity with which they deal, or the entity that provided this report to them, if they
desire further  information.  The information in this report has been obtained or derived from sources believed by (Wachovia Capital
Markets,  LLC or WCM) to be reliable,  but WCM does not represent  that this  information  is accurate or complete.  Any opinions or
estimates  contained in this report represent the judgment of WCM at this time, and are subject to change without notice. WCM or its
affiliates  may from time to time provide  advice with respect to,  acquire,  hold, or sell a position on the  securities  mentioned
herein.







WASI 2003-HE3
WAL Table with 10% and 20 Draw Rate




                                                                                 [GRAPHIC OMITTED]
                                                                                 [GRAPHIC OMITTED]


Class A-1 to Call
- -------------------------------------------------------------------===========-------------------------------------
CPR                                   10          20          30           43          50          60           70
- -------------------------------------------------------------------===========-------------------------------------
                                                                                    
WAL                                 7.66        4.43        2.96         1.93        1.55        1.16         0.87
Mod Durn                            7.27        4.29        2.89         1.90        1.54        1.15         0.87
First Principal Payment Date    12/25/04    05/25/04    02/25/04     02/25/04    01/25/04    01/25/04     01/25/04
Last Principal Payment Date     05/25/15    12/25/11    01/25/10     05/25/08    08/25/07    09/25/06     12/25/05
- -------------------------------------------------------------------===========-------------------------------------

Draw Rate in all cases is 10%.





Class A-1 to Call
- -------------------------------------------------------------------===========-------------------------------------
CPR                                   10          20          30           43          50          60           70
- -------------------------------------------------------------------===========-------------------------------------
WAL                                 5.94        5.23        3.56         2.30        1.85        1.34         0.97
Mod Durn                            5.73        5.07        3.48         2.26        1.82        1.34         0.97
First Principal Payment Date    12/25/06    12/25/04    04/25/04     02/25/04    02/25/04    01/25/04     01/25/04
Last Principal Payment Date     01/25/12    12/25/10    10/25/09     07/25/08    12/25/07    02/25/07     03/25/06
- -------------------------------------------------------------------===========-------------------------------------

Draw Rate in all cases is 20%.


Wachovia Securities is the trade name for the corporate and investment banking services of Wachovia Corporation and
its subsidiaries,  including Wachovia Capital Markets, LLC ("WCM"),  member NYSE, NASD, SIPC. This report(s) is for
your  information  only and is not an offer  to sell,  or a  solicitation  of an offer to buy,  the  securities  or
instruments named or described in the report.  Interested parties are advised to contact the entity with which they
deal, or the entity that provided this report to them, if they desire further information.  The information in this
report has been obtained or derived from sources believed by (Wachovia Capital Markets, LLC or WCM) to be reliable,
but WCM does not represent that this  information is accurate or complete.  Any opinions or estimates  contained in
this report  represent  the  judgment of WCM at this time,  and are subject to change  without  notice.  WCM or its
affiliates  may from time to time  provide  advice  with  respect  to,  acquire,  hold,  or sell a position  on the
securities mentioned herein.