UNDERWRITING AGREEMENT



                                                              New York, New York



                                                                           , 200



[Lead Underwriter's name and address]



Dear Sirs:



                  Wachovia Asset Securitization, Inc. (the "Company"), proposes

to sell to the underwriters named in Schedule II hereto (the "Underwriters"),

for whom you are acting as representative (the "Representative"), the principal

amount of the Pass-Through Certificates, Series 200 - , identified in Schedule I

hereto (the "Securities"), to be issued under a pooling and servicing agreement

(the "Pooling and Servicing Agreement") dated as of           ,200, among the

Company,         , as servicer (in such capacity, the "Servicer"), and

          , as trustee (the "Trustee").



                  Each class of Securities listed in Schedule I hereto will

represent an undivided beneficial ownership interest in the     Trust 200 - (the

"Trust"). The assets of the Trust will include, among other things, a pool of

fixed-rate and adjustable-rate one-to-four-family residential mortgage loans

(the "Mortgage Loans") transferred to the Company pursuant to a mortgage loan

purchase agreement dated as of          , 200 (the "Mortgage Loan Purchase

Agreement"), between            and the Company, and by the Company to the Trust

pursuant to the Pooling and Servicing Agreement. Custody of the Mortgage Files

with respect to the Mortgage Loans will be maintained by          , as custodian

(the "Custodian"). This Underwriting Agreement shall hereinafter be referred to

as the "Agreement." This Agreement, the Pooling and Servicing Agreement and the

Mortgage Loan Purchase Agreement are collectively hereinafter referred to as the

"Basic Documents." Capitalized terms used herein and not otherwise defined shall

have the meanings ascribed thereto in the Pooling and Servicing Agreement.



                  1.    Representations and Warranties. The Company represents

and warrants to, and agrees with, each Underwriter that:



                  (a)   The Company meets the requirements for use of Form S-3

under the Securities Act of 1933, as amended (the "Act"), and has filed with the

Securities and Exchange Commission (the "Commission") a registration statement

on such Form (the file number of which is set forth in Schedule I hereto), which

has been declared effective by the Commission, for the registration under the

Act of the Securities. Such registration statement, as amended to the date of

this Agreement, meets the requirements set forth in Rule 415(a)(1) under the Act

and complies in all other material respects with said Rule. The Company proposes

to file with the Commission pursuant to Rule 424 under the Act a supplement to

the form of prospectus included in such registration statement relating to the

Securities and the plan of distribution thereof and has previously advised the

Representative of all further information (financial and other) with respect to

the Company to be set forth therein. Such registration statement, including the

exhibits thereto, as amended to the date of this Agreement, is hereinafter

called the "Registration Statement"; such prospectus in the form in which it

appears in the Registration Statement is hereinafter called the "Basic

Prospectus"; and such supplemented form of prospectus, in the form



{PAGE}



in which it shall be filed with the Commission pursuant to Rule 424 (including

the Basic Prospectus as so supplemented) is hereinafter called the "Final

Prospectus." Any reference herein to the Registration Statement, the Basic

Prospectus or the Final Prospectus shall be deemed to refer to and include the

documents incorporated by reference therein pursuant to Item 12 of Form S-3

which were filed under the Securities Exchange Act of 1934, as amended (the

"Exchange Act"), on or before the date of this Agreement, or the issue date of

the Basic Prospectus or the Final Prospectus, as the case may be; and any

reference herein to the terms "amend," "amendment" or "supplement" with respect

to the Registration Statement, the Basic Prospectus or the Final Prospectus

shall be deemed to refer to and include the filing of any document under the

Exchange Act after the date of this Agreement, or the issue date of the Basic



Prospectus or the Final Prospectus, as the case may be, and deemed to be

incorporated therein by reference pursuant to Item 12 of Form S-3 under the Act.



                  (b)   As of the date hereof, when the Final Prospectus is

first filed pursuant to Rule 424 under the Act, when, prior to the Closing Date

(as hereinafter defined), any amendment to the Registration Statement becomes

effective (including the filing of any document incorporated by reference in the

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