Exhibit
        4.1

      


      AMENDMENT
        NO. 1

      TO
        THE

      POOLING
        AND SERVICING AGREEMENTS

      


      Amendment
        No. 1, dated as of October 31, 2007 (the “Amendment”),
        to
        the Pooling and Servicing Agreements (the “Agreements”)
        listed
        on Schedule I hereto, each among NovaStar Mortgage Funding Corporation (the
        “Depositor”),
        NovaStar Mortgage, Inc., as sponsor and servicer (the “Sponsor”
or
        “Servicer”),
        U.S.
        Bank National Association, as custodian (the “Custodian”),
        and
        Deutsche Bank National Trust Company, as trustee (the “Trustee”).
        Capitalized terms used and not defined herein shall have the meaning set
        forth
        in the Agreements and Appendix A thereto.

       

      WHEREAS,
        the parties hereto have entered into the Agreements; 

       

      WHEREAS,
        the purpose of this Amendment is to cure certain ambiguities in the wording
        of
        each Agreement and to conform to the language of the offering
        document;

       

      NOW,
        THEREFORE, in consideration of the promises and mutual agreements contained
        herein, the parties hereto agree to amend the Agreements pursuant to Section
        12.01 thereof as follows:

       

      1.    a) Revised
        Section 3.07(a).

       

      Section
        3.07(a)(x) of each Agreement is hereby amended to correct the section reference
        so that the clause reads in whole as follows:

       

      “(x) to
        clear
        and terminate the Collection Account upon a termination pursuant to Section
        11.01;”

       

      b) Revised
        Section 3.28.

       

      Section
        3.28 is hereby revised to replace the period at the end of the first sentence
        with the following:

       

      “,
        and
        the Servicing Rights Pledgee may terminate the Servicer pursuant to an event
        of
        default under the lending facility between the Servicer and the Servicing
        Rights
        Pledgee.”

       

      c) Revised
        Section 6.06(e).

       

      For
        purposes of Section 6.06(e) “NovaStar Mortgage, Inc.” shall be replaced by “the
        Servicer immediately prior to such succession.”

       

      2.    Condition
        to Effectiveness.
        

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      As
        a
        condition to the effectiveness of this Amendment, an Opinion of Counsel
        satisfying the requirements of Section 12.01 of each Agreement has been received
        by the parties hereto. 

       

      
        	 	
                3.

              	
                Effect
                  of Amendment.
                  

              


      

       

      This
        Amendment to the Agreements shall be effective and the Agreements shall be
        deemed to be modified and amended in accordance herewith retroactively to
        the
        original dates of each related Agreement. The respective rights, limitations,
        obligations, duties, liabilities and immunities of the Company, the Sponsor,
        the
        Servicer, the Custodian and the Trustee shall hereafter be determined, exercised
        and enforced subject in all respects to such modifications and amendments,
        and
        all the terms and conditions of this Amendment shall be and be deemed to
        be part
        of the terms and conditions of the Agreements for any and all purposes. The
        Agreements, as amended hereby, are hereby ratified and confirmed in all
        respects. 

         


      
        	 	
                4.

              	
                The
                  Agreements in Full Force and Effect as Amended.
                  

              


      

       

      Except
        as
        specifically amended hereby, all the terms and conditions of the Agreements
        shall remain in full force and effect and, except as expressly provided herein,
        the effectiveness of this Amendment shall not operate as, or constitute a
        waiver
        or modification of, any right, power or remedy of any party to the Agreements.
        All references to the Agreements in any other document or instrument shall
        be
        deemed to mean the Agreements as amended by this Amendment. 

       

      
        	 	
                5.

              	
                Counterparts.
                  

              


      

       

      This
        Amendment may be executed by the parties in several counterparts, each of
        which
        shall be deemed to be an original and all of which shall constitute together
        but
        one and the same agreement. This Amendment shall become effective when
        counterparts hereof executed on behalf of such party shall have been received.
        

       

      
        	 	
                6.

              	
                Governing
                  Law.
                  

              


      

       

      This
        Amendment shall be construed in accordance with and governed by the laws
        of the
        State of New York applicable to agreements made and to be performed
        therein.

      


        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

      

      
      

      IN
        WITNESS WHEREOF, the Sponsor, the Servicer, the Depositor, the Trustee and
        the
        Custodian, have caused this Amendment to be duly executed by their officers
        thereunto duly authorized, all as of the day and year first above
        written.

      
        	 	 
	
                 

                 

                 

                 

                 

                 

                DB
                  STRUCTURED PRODUCTS, INC.

                hereby
                  consents to the foregoing Amendment as lender under certain financing
                  facilities:

                 

                By:__/s/
                  Glenn Minkoff _________________

                Name:
                  Glenn Minkoff

                Title:
                  Director

                 

                WACHOVIA
                  BANK, N.A.

                hereby
                  consents to the foregoing Amendment as lender under certain financing
                  facilities:

                 

                By:__/s/
                  Andrew W. Riebe _______________

                Name:
                  Andrew W. Riebe

                Title:
                  Director

                 

                WACHOVIA
                  CAPITAL MARKETS, LLC

                hereby
                  consents to the foregoing Amendment as lender under certain financing
                  facilities:

                 

                By:___/s/
                  Scott Shuman ________________

                Name:
                  Scott Shuman

                Title:
                  Vice President

                 

                WACHOVIA
                  INVESTMENT HOLDINGS, LLC 

                hereby
                  consents to the foregoing Amendment as lender under certain financing
                  facilities:

                 

                By:___/s/
                  Goetz Rokahr __________________

                Name:
                  Goetz Rokahr

                Title:
                  Vice President

              	
                NOVASTAR
                  MORTGAGE FUNDING CORPORATION,

                as
                  Depositor

                 

                By: /s/
                  Matt Kaltenrieder        

                Name: Matt
                  Kaltenrieder

                Title: Vice
                  President

                 

                NOVASTAR
                  MORTGAGE, INC.,

                as
                  Servicer and as Sponsor

                 

                By: /s/
                  Matt Kaltenrieder        

                Name: Matt
                  Kaltenrieder

                Title: Vice
                  President

                 

                U.S.
                  BANK NATIONAL ASSOCIATION, as Custodian

                 

                By: /s/
                  Corinne Rhode        

                Name:
                  Corinne Rhode

                Title:
                  Assistant Vice President

                 

                DEUTSCHE
                  BANK NATIONAL TRUST COMPANY,

                as
                  Trustee

                 

                By: /s/
                  Mei Nghia        

                Name:
                  Mei Nghia

                Title:
                  Authorized Signer

                  


                By: /s/
                  Ronaldo Reyes        

                Name:
                  Ronaldo Reyes

                Title:
                  Vice President

                 

              
	 	 


      

      [Signature
        Page for Amendment No. 1 to the 2007-1 

      and
        2007-2 Pooling and Servicing Agreements - Section 3.07]

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      Schedule
        I

      


      
        	 	
                1.

              	
                Pooling
                  and Servicing Agreement, dated as of February 1, 2007, by and among
                  NovaStar Mortgage Funding Corporation, as Depositor, NovaStar Mortgage,
                  Inc., as Servicer and as Sponsor, U.S. Bank National Association,
                  as
                  Custodian and Deutsche Bank National Trust Company, as Trustee,
                  relating
                  to NovaStar Mortgage Funding Trust, Series 2007-1, NovaStar Home
                  Equity
                  Loan Asset-Backed Certificates, Series
                  2007-1.

              


      

      


      
        	 	
                2.

              	
                Pooling
                  and Servicing Agreement, dated as of May 1, 2007, by and among
                  NovaStar
                  Mortgage Funding Corporation, as Depositor, NovaStar Mortgage,
                  Inc., as
                  Servicer and as Sponsor, U.S. Bank National Association, as Custodian
                  and
                  Deutsche Bank National Trust Company, as Trustee, relating to NovaStar
                  Mortgage Funding Trust, Series 2007-2, NovaStar Home Equity Loan
                  Asset-Backed Certificates, Series
                  2007-2.