NOVASTAR FINANCIAL INC, S-11/A, 1997-10-07

NOVASTAR FINANCIAL INC
S-11/A, 1997-10-07
FINANCE SERVICES

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 7, 1997

REGISTRATION NO. 333-32327
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 3 TO
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

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NOVASTAR FINANCIAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS GOVERNING INSTRUMENTS)
1900 WEST 47TH PLACE, SUITE 205
WESTWOOD, KS 66205
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

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SCOTT F. HARTMAN
CHAIRMAN OF THE BOARD, SECRETARY AND CHIEF EXECUTIVE OFFICER
NOVASTAR FINANCIAL, INC.
1900 WEST 47TH PLACE, SUITE 205
WESTWOOD, KS 66205
(913) 362-1090
(NAME AND ADDRESS OF AGENT FOR SERVICE)

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COPIES TO:
W. LANCE ANDERSON PHILLIP R. POLLOCK, ESQ. PETER T. HEALY, ESQ.
PRESIDENT AND CHIEF TOBIN & TOBIN O'MELVENY & MYERS LLP
OPERATING OFFICER ONE MONTGOMERY STREET, 15TH FLOOR
EMBARCADERO CENTER WEST
NOVASTAR FINANCIAL, INC. SAN FRANCISCO, CA 94104 275 BATTERY STREET, 26TH
1900 WEST 47TH PLACE, (415) 433-1400 FLOOR
SUITE 205 SAN FRANCISCO, CA 94111
WESTWOOD, KS 66205 (415) 984-8833
(913) 362-1090

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
At any time and from time to time after the effective date of this
Registration Statement.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE +
+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. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED OCTOBER 7, 1997

PROSPECTUS
3,000,000 SHARES
NOVASTAR FINANCIAL, INC.
LOGO
COMMON STOCK

NovaStar Financial, Inc. ("NovaStar" or "the Company"), organized in 1996, is
a self-advised and self-managed specialty finance company which: (i) acquires
single family residential subprime mortgage loans; (ii) leverages its assets
using warehouse facilities, including repurchase agreements; (iii) issues
collateralized debt obligations to finance its subprime mortgage loans in the
long-term; (iv) purchases mortgage securities in the secondary mortgage market;
and (v) manages the resulting combined portfolio of mortgage assets (the
"Mortgage Assets") in a tax-advantaged real estate investment trust ("REIT")
structure. The Company expects that a primary source of wholesale mortgage
loans will be loans originated by NovaStar Mortgage, Inc. ("NovaStar
Mortgage"), a taxable affiliate of the Company. Certain directors and officers
of the Company also serve as directors and officers of NovaStar Mortgage. Under
a separate agreement, NovaStar Mortgage also services mortgage loans owned by
the Company.

Prior to this Offering, there has been no market for the Common Stock of the
Company. It is currently anticipated that the initial public offering price
will be between $16.00 and $18.00 per share. See "Underwriting" for a
discussion of the factors considered in determining the public offering price.
The Common Stock has been approved for quotation on the Nasdaq National Market,
subject to notice of issuance, under the symbol "NOVA."
The Company began operations in December 1996 following the closing of a
private placement of Units (the "Private Placement"). In the Private Placement,
the Company's two founders each acquired Units paid for by delivering to the
Company promissory notes, each in the amount of $1,624,995, bearing interest at
eight percent per annum and secured by the Units acquired. The principal amount
of the notes was divided into three equal tranches. Principal due on each
tranche will be forgiven by the Company if the return to Private Placement
investors meets certain benchmarks and the Company will then recognize a non-
cash charge against earnings. Such charges against earnings could have a
material adverse effect on the Company's results of operations and dividends
paid to stockholders for the affected period. See "Risk Factors" and
"Management-Executive Compensation."
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SEE "RISK FACTORS" BEGINNING ON PAGE 14 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY. THESE RISK FACTORS INCLUDE:
. The Company's limited . The lack of loan
operating history and net performance data on the
losses incurred. Company's loan portfolio
. The possible forgiveness of and the expectation of
incentive notes receivable increasing delinquency,
from the Company's foreclosure and loss rates
founders, which may as the portfolio becomes
materially adversely affect more seasoned.
results of operations and . The Company's inability to
dividends paid for the hedge against potential
affected period. interest rate changes.
. The potential inability of
. Dependence on key the Company to acquire
personnel. Mortgage Assets in the
. The possibility of failure secondary market at
to maintain REIT status, favorable yields.
which would subject the
Company to tax as a regular . The immediate dilution of
corporation. $3.22 per share in net
. The potential effects of tangible book value to
unexpected or rapid changes investors purchasing in
in interest rates, which this Offering.
would negatively impact the . Restrictions on ownership
results of operations from of capital stock in the
the subprime mortgage Company's charter, which
lending business. may inhibit market activity
. The generally higher risk in the Common Stock and
of delinquency and discourage takeover
foreclosure on subprime attempts.
mortgage loans which may
result in higher levels of -----------------
realized losses.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
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<S> <C> <C> <C>
Per Share.................................... $ $ $
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Total........................................ $ $ $
</TABLE>
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(1) The Company has agreed to indemnify the Underwriters against certain
liabilities including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(2) Before deducting expenses payable by the Company, estimated to be $500,000.
(3) The Company has granted the Underwriters an option exercisable within 30
days after the date of this Prospectus to purchase up to 450,000 additional
shares of Common Stock on the same terms and conditions set forth above to
cover over-allotments, if any. If all such shares are purchased, the total
Price to Public, Underwriting Discount and Proceeds to Company will be
$ , $ and $ , respectively. See "Underwriting".
-----------------
The Securities are offered by the Underwriters subject to receipt and
acceptance by them, prior sale and the Underwriters' right to reject any order
in whole or in part and to withdraw, cancel or modify the offer without notice.
It is expected that delivery for the shares of Common Stock will be made
through the Depository Trust Company on or about , 1997.

STIFEL, NICOLAUS & COMPANY NATIONSBANC MONTGOMERY
SECURITIES, INC.
INCORPORATED

, 1997
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NovaStar Office Locations

Map of the United States. Markings indicate office locations. Large markings
indicate executive office location (Westwood, Kansas) and mortgage lending
operation (Irvine, California). Small markings indicate account executive
locations (25).
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TABLE OF CONTENTS
<TABLE>
<S> <C>
PROSPECTUS SUMMARY......................................................... 4
The Company............................................................... 4
Summary Risk Factors...................................................... 6
Business Strategies and Advantages........................................ 8
Mortgage Lending Strategies............................................... 8
Portfolio Management Strategies........................................... 9
Competitive Advantages.................................................... 9
Structural Benefits....................................................... 10
Dividend Policy, Distributions and Reinvestment........................... 12
The Offering.............................................................. 12
SUMMARY FINANCIAL AND OTHER DATA........................................... 13
RISK FACTORS............................................................... 14
Overall Enterprise of the Company......................................... 14
Limited Operating History of the Company and Net Losses Incurred.......... 14
Forgivable Notes May Adversely Affect Results of Operations............... 14
Dependence on Key Personnel for Successful Operations..................... 14
Limited Experience of Management in Starting-up New Business.............. 15
Need for Additional Equity Financing to Support Future Growth............. 15
Consequences of Failure to Maintain REIT Status: Company Subject to Tax as
a Regular Corporation.................................................... 15
Lack of Voting Control of Taxable Affiliates.............................. 15
Consequences of Failure to Qualify for Investment Company Act Exemption... 16
Future Revisions in Policies and Strategies at the Discretion of Board of
Directors................................................................ 16
Subprime Mortgage Lending Operation....................................... 16
Changes in Interest Rates May Adversely Affect Results of Operations...... 16
Intense Competition in the Subprime Mortgage Industry..................... 16
High Loan-to-Value Products............................................... 17
Higher Delinquency and Loss Rates with Subprime Mortgage Borrowers........ 17
Availability of Funding Sources........................................... 17
Dependence Upon Independent Brokers and Correspondents.................... 17
Legislation and Regulation................................................ 17
Elimination of Lender Payments to Brokers................................. 18
Environmental Liabilities................................................. 19
Acquisition and Management of a Portfolio of Mortgage Assets.............. 19
General Economic and Financial Conditions May Affect Results of
Operations............................................................... 19
Decrease in Net Interest Income Due to Interest Rate Fluctuations......... 19
Interest Rate Indices on Company Borrowings Differ from Indexes on Related
Mortgage Assets.......................................................... 20
Changes in Anticipated Prepayment Rates May Adversely Affect Net Interest
Income................................................................... 21
Failure to Hedge Effectively Against Interest Rate Change May Adversely
Affect Results of Operations............................................. 22
Limitations on Effective Hedging.......................................... 22
Potential Adverse Effect of the Use of Financial Instruments in Hedging... 22
Loss Exposure on Single Family Mortgage Assets............................ 23
Increased Loss Exposure on Subprime Mortgage Loans........................ 23
Market Factors May Limit the Company's Ability to Acquire Mortgage Assets
at Yields Which Are Favorable Relative to Borrowing Costs................ 24
</TABLE>
<TABLE>
<S> <C>
Substantial Leverage and Potential Net Interest and Operating Losses in
Connection with Borrowings.............................................. 24
Failure to Refinance Outstanding Borrowings on Favorable Terms May Affect
Results of Operations................................................... 25
Impact of Decline in Market Value of Mortgage Assets: Margin Calls....... 25
Dependence on Securitization Market...................................... 26
Lack of Loan Performance Data............................................ 26
Illiquidity of Investments............................................... 26
Lack of Geographic Diversification....................................... 27
Investment in Common Stock in the Offering............................... 27
Restrictions on Ownership of Capital Stock: Anti-takeover Effect......... 27
Effect on Stockholders of Potential Future Offerings..................... 28
Absence of Active Public Trading Market.................................. 28
Possible Volatility of Stock Price....................................... 28
Securities Eligible for Future Sale...................................... 29
Immediate Dilution....................................................... 29
THE COMPANY............................................................... 30
USE OF PROCEEDS........................................................... 30
DIVIDEND POLICY AND DISTRIBUTIONS......................................... 31
DIVIDEND REINVESTMENT PLAN................................................ 31
DILUTION.................................................................. 32
CAPITALIZATION............................................................ 33
SELECTED FINANCIAL AND OTHER DATA......................................... 34
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS............................................................... 35
Overview................................................................. 35
Forgivable Notes Receivable from Founders................................ 36
Financial Condition as of June 30, 1997.................................. 36
Results of Operations for the Six Months Ended
June 30, 1997........................................................... 38
Liquidity and Capital Resources.......................................... 42
Inflation................................................................ 43
Impact of Recently Issued Accounting Pronouncements...................... 43
BUSINESS.................................................................. 44
Mortgage Lending Operation............................................... 44
Portfolio Management..................................................... 51
MANAGEMENT................................................................ 61
Directors and Executive Officers......................................... 61
Terms of Directors and Officers.......................................... 63
Committees of the Board.................................................. 63
Compensation of Directors................................................ 64
Compensation Committee Interlocks........................................ 64
Executive Compensation................................................... 64
Stock Option Grants...................................................... 66
PRINCIPAL SECURITYHOLDERS................................................. 71
CERTAIN TRANSACTIONS...................................................... 73
FEDERAL INCOME TAX CONSIDERATIONS......................................... 75
DESCRIPTION OF CAPITAL STOCK.............................................. 84
DESCRIPTION OF WARRANTS................................................... 89
UNDERWRITING.............................................................. 91
LEGAL MATTERS............................................................. 93
EXPERTS................................................................... 93
AVAILABLE INFORMATION..................................................... 93
GLOSSARY.................................................................. 94
FINANCIAL STATEMENTS...................................................... F-1
</TABLE>
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CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE SHARES OF COMMON
STOCK. SUCH TRANSACTIONS MAY INCLUDE STABILIZING BIDS AND PURCHASES IN THE
OPEN MARKET, OVERALLOTMENTS, SYNDICATE SHORT COVERING TRANSACTIONS AND PENALTY
BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

3
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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information appearing in this Prospectus. Certain capitalized and other terms
used herein shall have the meanings assigned to them in the Glossary beginning
at page 94. The Company's current taxable affiliates include NFI Holding
Corporation ("Holding"), which owns NovaStar Mortgage, Inc. ("NovaStar
Mortgage"). The Company owns 100 percent of the preferred stock of Holding, for
which it receives 99 percent of the dividends paid by Holding. Holding wholly-
owns NovaStar Mortgage. The Company and its taxable affiliates share common
management. The Company's founders serve as the sole directors of Holding and
Mortgage. See "Prospectus Summary--Organization Structure" and "Management."
NovaStar Mortgage serves as a vehicle for loan origination--a primary source of
Mortgage Assets for the Company. NovaStar Mortgage also services loans for the
Company. All information in the Prospectus assumes that the over-allotment
option described in "Underwriting" is not exercised.

THE COMPANY

GENERAL

NovaStar Financial, Inc. ("NovaStar" or "the Company") is a specialty finance
company which:

(i) acquires single family residential subprime mortgage loans;

(ii) leverages its assets using warehouse facilities, including
repurchase agreements;

(iii) issues collateralized debt obligations to finance its subprime
mortgage loans in the long-term;

(iv) purchases mortgage securities in the secondary mortgage market; and

(v) manages the resulting combined portfolio of Mortgage Assets in a
tax-advantaged REIT structure.

The Company was incorporated and initially capitalized on September 13, 1996.
As a result of a private placement offering on December 9, 1996, the Company
received net proceeds of $47 million (the "Private Placement").

NovaStar Mortgage originates subprime residential mortgage loans through a
nationwide network of unaffiliated wholesale loan brokers and correspondents.
For the nine months ended September 30, 1997, NovaStar Mortgage originated $227
million in subprime mortgage loans, including $51.3 million in the month of
September. The Company expects that its primary source of wholesale loan
acquisitions will be from the purchase of loans from NovaStar Mortgage. Through
September 30, 1997, the Company has acquired all loans originated by NovaStar
Mortgage. In addition, the Company has purchased bulk pools of loans from
independent entities.

The Company's borrowers generally have substantial equity in the property
securing the loan, but are considered "subprime" borrowers because they have
impaired or limited credit profiles or higher debt-to-income ratios than
traditional mortgage lenders allow. See "Business--Mortgage Lending Operation--
Underwriting and Quality Control Strategy." The Company's borrowers also
include individuals who, due to self-employment or other circumstances, have
difficulty verifying their income. These types of borrowers are generally
willing to pay higher mortgage loan origination fees and interest rates than
those charged by conventional lending

4
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sources. Because these borrowers typically use the proceeds of the loans to
consolidate and refinance debt and to finance home improvements, education and
other consumer needs, loan volume is expected to be less dependent on general
levels of interest rates or home sales and therefore less cyclical than
conventional mortgage lending. Although the Company's underwriting guidelines
include five levels of risk classification, 69 percent of the principal balance
of the loans originated and purchased by the Company in 1997 were to borrowers
within the Company's two highest credit grades. See "Business--Mortgage Lending
Operation--Underwriting and Quality Control Strategy." One important
consideration in underwriting subprime loans is the nature and value of the
collateral securing the loans. The Company believes that the amount of equity
present in the real estate securing its loans mitigates the risks inherent in
subprime lending. In that regard, approximately 91 percent of the loans
originated and purchased in 1997 were secured by borrowers' primary residences.
The maximum loan-to-value ratio allowed for first mortgage borrowers in the
Company's highest credit grade is 90 percent. However, the average loan-to-
value ratio on loans originated and purchased by the Company in 1997 was
approximately 73 percent. Substantially all of the loans purchased by the
Company during 1997 were secured by first mortgages.

The Company has elected to be taxed as a REIT under the Internal Revenue Code
of 1986, as amended (the "Code"). As a result, the Company is generally not
subject to federal income tax to the extent that it distributes its earnings to
stockholders and maintains its qualification as a REIT. See "Federal Income Tax
Considerations." The Company has elected REIT status primarily for the tax
advantages associated with that structure. Management believes the REIT
structure is the most desirable for owning Mortgage Assets due to the
elimination of corporate-level income taxation. In addition, because the
Company is not structured as a traditional financial institution which accepts
deposits, it is subject to substantially less regulatory oversight and expects
to incur lower compliance expenses compared to banks, thrifts and many other
originators or holders of Mortgage Assets. The Company is self-advised and
self-managed.

MANAGEMENT

Messrs. Hartman and Anderson and other members of senior management have
generally worked exclusively for established business organizations during
their careers and have limited or no experience in starting up a new business
entity such as the Company. In addition, the members of management of the
Company do not have experience working together as a management team.

Executive Officers. Scott F. Hartman, Chairman and Chief Executive Officer,
is a former executive officer of Dynex Capital, Inc., formerly Resource
Mortgage Capital, Inc. ("Dynex"), a New York Stock Exchange REIT. From February
1995 to May 1996, Mr. Hartman managed Dynex's mortgage investment portfolio and
loan securitization program. Mr. Hartman also serves as a Director and Vice-
Chairman of NovaStar Mortgage.

W. Lance Anderson, President and Chief Operating Officer, is also a former
executive officer of Dynex. From February 1994 to May 1996, Mr. Anderson served
as president of Dynex's single family mortgage loan affiliate, Saxon Mortgage,
Inc. ("Saxon"). Prior to becoming President of Saxon, Mr. Anderson served as
Executive Vice President in charge of sales, marketing, underwriting and
operations. Mr. Anderson also serves as Chairman of the Board of Directors,
President and Chief Executive Officer of NovaStar Mortgage.

Mark J. Kohlrus, Senior Vice President, Treasurer and Chief Financial Officer
(for the Company and NovaStar Mortgage), was previously in the Financial
Services practice of KPMG Peat Marwick LLP.

Other Senior Officers. James H. Anderson, Senior Vice President and National
Sales Manager for NovaStar Mortgage, was most recently President of his own
marketing consulting firm. Prior to that, he was Regional Vice President of
Marketing for Saxon Mortgage.

Manuel X. Palazzo, Senior Vice President and Chief Credit Officer (for the
Company and NovaStar Mortgage), was most recently Senior Vice President of
Credit and Administration for Long Beach Mortgage Company. Mr. Palazzo has been
involved in the consumer finance industry since 1972.

Christopher S. Miller, Senior Vice President and Servicing Manager of
NovaStar Mortgage, previously managed the collection operations of Option One
Mortgage Corporation.

See "Management" for further information regarding management of the Company.

5
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SUMMARY RISK FACTORS

Prior to making an investment decision, prospective investors should
carefully consider all of the information set forth in this prospectus and, in
particular, should evaluate the factors set forth in "Risk Factors." These risk
factors include:

. Limited Operating History of the Company and Net Losses Incurred. The
Company has not yet developed an extensive earnings history or
experienced a wide variety of interest rate or market conditions.
Historical operating performance may be of limited relevance in
predicting future performance. For the period since inception to December
31, 1996 and for the six months ended June 30, 1997, the Company has
incurred net losses.

. Forgivable Notes May Adversely Affect Results of Operations. In the
Company's Private Placement, Messrs. Hartman and Anderson each acquired
Units paid for by delivering to the Company promissory notes. Principal
due on the notes will be forgiven by the Company if the return to Private
Placement investors meets certain benchmarks. The non-cash charge against
earnings resulting from forgiveness of the notes could have a material
adverse effect on the Company's results of operations and dividends paid
to stockholders during periods forgiven. See "Management."

. Dependence on Key Personnel for Successful Operations. Operations of the
Company and NovaStar Mortgage depend heavily upon the contributions of
Scott Hartman and Lance Anderson, both of whom would be difficult to
replace. The loss of either of these individuals could have a material
adverse effect upon those Companies' businesses and results of
operations. The Company has entered into employment agreements with these
individuals which provide for initial terms through December 31, 2001.
The employment agreements contain compensation arrangements including
base salaries, incentive bonuses and severance arrangements. Each
employment agreement also provides that if the employee terminates his
employment without "good reason" prior to expiration of the term of the
agreement, certain incentive and severance benefits will be forfeited and
a restriction against competing with the Company will become effective.
Although the Company believes these forfeiture and non-compete provisions
would generally be enforceable, there can be no assurance that the
employee will not elect to terminate the agreement early despite these
provisions and no longer remain in the Company's employ. See
"Management--Executive Compensation."

. Limited Experience of Management in Starting-up New Business. Messrs.
Hartman and Anderson and other members of senior management have
generally worked exclusively for established business organizations
during their careers and have limited or no experience in starting up a
new business entity such as the Company. In addition, the members of
management of the Company do not have experience working together as a
management team.

. Consequence of Failure to Maintain REIT Status: Company Subject to Tax as
a Regular Corporation. If the Company fails to maintain its qualification
as a REIT, the Company will be subject to federal income tax as a regular
corporation. The Company intends to conduct its business at all times in
a manner consistent with the REIT provisions of the Code.

. Changes in Interest Rates May Adversely Affect Results of Operation. The
Company's results of operations are likely to be adversely affected
during any period of unexpected or rapid changes in interest rates. For
example, a substantial or sustained increase in interest rates could
adversely affect the ability of the Company to acquire mortgage loans in
expected volumes necessary to support fixed overhead expense levels.

. Intense Competition in the Subprime Mortgage Industry. The Company and
NovaStar Mortgage will face intense competition, primarily from
commercial banks, savings and loans, other independent mortgage lenders,
and certain other mortgage REITs. The increasing level of capital
resources being devoted to subprime mortgage lending may increase the
competition among lenders to originate or purchase subprime mortgage
loans and result in either reduced interest income on such mortgage loans
compared to present levels or revised underwriting standards permitting
higher loan-to-value ratios on properties securing subprime mortgage
loans.

6
<PAGE>

. Higher Delinquency and Loss Rates with Subprime Mortgage Borrowers.
Lenders in the subprime mortgage banking industry make loans to borrowers
who have impaired or limited credit histories, limited documentation of
income and higher debt-to-income ratios than traditional mortgage lenders
allow. Loans made to subprime mortgage borrowers generally entail a
higher risk of delinquency and foreclosure than loans made to borrowers
with better credit and may result in higher levels of realized losses.
The failure of the Company to adequately address the risks of subprime
lending would have a material adverse impact on the Company's results of
operations, financial condition and business prospects.

. Lack of Loan Performance Data. The mortgage loans purchased by the
Company have been outstanding for a relatively short period of time.
Consequently, the delinquency, foreclosure and loss experience of these
loans to date may not be indicative of future results. It is unlikely
that the Company will be able to sustain delinquency, foreclosure and
loan loss rates at their present levels as the portfolio becomes more
seasoned.

. Availability of Funding Sources. The Company and NovaStar Mortgage are
currently dependent upon a few lenders to provide the primary credit
facilities for its funding of mortgage loan originations and
acquisitions. Any failure to renew or obtain adequate funding under these
financing arrangements could have a material adverse effect on the
Company's lending operations.

. Decrease in Net Interest Income Due to Interest Rate
Fluctuations. Interest rate fluctuations may affect the Company's
earnings as a result of potential changes in the spread between the
interest rates on its borrowings and the interest rates on its Mortgage
Assets. In addition, mortgage prepayment rates vary depending on such
factors as mortgage interest rates and market conditions. Changes in
anticipated prepayment rates may adversely affect the Company's earnings.

. Failure to Effectively Hedge Against Interest Rate Changes May Adversely
Affect Results of Operations. Asset/liability management hedging
strategies involve risk and may not be effective in reducing the
Company's exposure to interest rate changes. Moreover, compliance with
the REIT provisions of the Code may prevent the Company from effectively
implementing the strategies that the Company determines, absent such
compliance, would best insulate the Company from the risks associated
with changing interest rates.

. Loss Exposure on Single Family Mortgage Assets. A substantial portion of
the Mortgage Assets of the Company consists of single family mortgage
loans or Mortgage Securities evidencing interests in single family
mortgage loans. The Company will be subject to the risk of loss on such
Mortgage Assets arising from borrower defaults to the extent not covered
by third-party credit enhancement.

. Market Factors May Limit the Company's Ability to Acquire Mortgage Assets
at Yields Which are Favorable Relative to Borrowing Costs. Despite
management's experience in the acquisition of Mortgage Assets and its
relationships with various mortgage suppliers, there can be no assurance
that the Company will be able to acquire sufficient Mortgage Assets from
mortgage suppliers at spreads above the Company's cost of funds.

. Immediate Dilution. The initial public offering price is higher than the
net tangible book value per share of Common Stock in this Offering.
Investors purchasing shares of Common Stock in the Offering will be
subject to immediate dilution of $3.22 per share in net tangible book
value. See "Dilution."

. Restrictions on Ownership of Capital Stock: Anti-takeover Effect. In
order for the Company to meet the requirements for qualification as a
REIT, the Charter generally prohibits any person from acquiring or
holding, directly or indirectly, shares of Common Stock in excess of 9.8
percent of the outstanding shares. This restriction may inhibit market
activity and the resulting opportunity for the holders of the Company's
Common Stock to receive a premium for their stock that might otherwise
exist in the absence of such restrictions. See "Risk Factors--
Restrictions on Ownership of Capital Stock: Anti-takeover Effect."

7
<PAGE>

BUSINESS STRATEGIES AND ADVANTAGES

There are two general aspects to the business of the Company: (i) mortgage
lending through the Company's taxable affiliate--NovaStar Mortgage, primarily
in the subprime market; and (ii) management of a portfolio of Mortgage Assets,
including Mortgage Assets acquired from NovaStar Mortgage and through secondary
market purchases.

MORTGAGE LENDING STRATEGIES

A primary source of Mortgage Assets for the Company are Subprime Mortgage
loans orginated by NovaStar Mortgage. NovaStar Mortgage is a taxable affiliate
of and shares common management with the Company. Following are strategies
followed by NovaStar Mortgage in its mortgage lending operations and the impact
of those strategies on the loan portfolio of the Company as of and for the six
months ended June 30, 1997.

. NovaStar Mortgage uses its sales force to establish a nationwide network
of unaffiliated loan brokers and correspondents and competes for their
origination volume by offering subprime mortgage products at competitive
prices delivered with responsive customer service. Management believes
that this network allows for the Company to acquire mortgage assets at
more attractive prices than are available through secondary market
purchases. As of September 30, 1997, the mortgage lending operation of
NovaStar Mortgage had a staff of 90, including 29 account executives
organized in three regions throughout the United States.

. Focus is placed on originating mortgage loans that have adjustable rates
in order to mitigate interest rate risk. For the six months ended June
30, 1997, 90 percent of NovaStar Mortgage's wholesale mortgage loan
originations had adjustable rates. As of June 30, 1997, 81 percent of the
Company's mortgage loan portfolio had adjustable rates.

. Prepayment penalties, generally through a loan's first two years, are
emphasized in mortgage loan originations to protect the Company from the
impact of early prepayments on loans purchased at a premium. For the six
months ended June 30, 1997, 82 percent of NovaStar Mortgage's wholesale
mortgage loan originations had prepayment penalties. As of June 30, 1997,
63 percent of the Company's mortgage loan portfolio had prepayment
penalties.

. Centralized loan underwriting, appraisal evaluation, loan funding and
loan pricing are used to assist in maintaining control over risks and
expenses.

. Emphasis is placed on the use of early intervention, aggressive
collection and loss mitigation techniques in the servicing process
designed to manage and reduce delinquencies and minimize losses in its
mortgage loans portfolio. NovaStar Mortgage has put in place an
experienced management team and staff to service its mortgage loans.

8
<PAGE>

Since inception, NovaStar Mortgage has concentrated on obtaining experienced
professionals and developing the infrastructure for its wholesale mortgage loan
origination operation. NovaStar Mortgage opened its wholesale origination
operation in late January 1997 and originated its first mortgage loan in
February 1997. Loan production has increased during 1997 as shown below. All
loans originated by NovaStar Mortgage through September 30, 1997 were acquired
upon funding by the Company.

<TABLE>
<CAPTION>
WHOLESALE MORTGAGE LOAN ORIGINATIONS
----------------------------------------
NUMBER PRINCIPAL
OF LOANS AMOUNT
---------------- ---------------------
(IN THOUSANDS)
<S> <C> <C>
1996................................... -- $ --
1997:
January............................... -- --
February.............................. 17 2,941
March................................. 51 9,747
April................................. 132 19,219
May................................... 173 29,964
June.................................. 204 28,509
July.................................. 271 35,228
August................................ 365 50,073
September............................. 389 51,280
---------------- -------------------
Total.............................. 1,602 $ 226,961
================ ===================
</TABLE>

During the six months ended June 30, 1997, the Company also acquired Mortgage
Assets through the acquisition of bulk pools of mortgage loans and agency-
issued Mortgage Securities with aggregate principal amounts of $207.2 million
and $370.6 million, respectively.

PORTFOLIO MANAGEMENT STRATEGIES

In its portfolio management, the Company:

. acquires mortgage securities and mortgage loans which satisfy the
Company's requirements for its overall asset/liability strategy;

. borrows funds under repurchase agreements and other warehouse facilities
to finance subprime mortgage loan acquisitions and mortgage securities
acquisitions;

. will issue debt obligations securitized by mortgage loans to provide
long-term non-recourse financing;

. monitors interest rate sensitivity through progressive analytical
techniques and seeks to mitigate interest rate risk by using various
hedging techniques to match the cost and terms of funding sources with
that of the yield and terms of Mortgage Assets; and

. adheres to its Capital Allocation Guidelines ("CAG") in the application
of equity and debt financing to acquire Mortgage Assets.

The Company uses a combination of equity and borrowings to finance its
acquisition of Mortgage Assets. All investments are evaluated in the context of
the CAG and investment policy, both of which have been approved by the Board of
Directors. The Company will use leverage to enhance the return to stockholders.
The CAG detail the borrowing limits to be used given the composition of
Mortgage Assets. Management focuses on the CAG to determine the appropriate
amount of equity and borrowings to balance the risks and returns associated
with potential investments and the existing portfolio. Until the Company is
fully leveraged, the Company will not reach its full earnings potential. During
the six month period ended June 30, 1997, the Company has operated at
substantially below a fully leveraged position based upon the CAG.

COMPETITIVE ADVANTAGES

Principal competition in the business of originating, acquiring and servicing
subprime mortgage loans are financial institutions such as banks, thrifts and
other independent wholesale mortgage lenders, and certain other

9
<PAGE>

mortgage acquisition companies structured as REITs. The Company's principal
competition in the business of holding mortgage loans and Mortgage Securities
are life insurance companies, institutional investors such as mutual funds and
pension funds, other well-capitalized publicly-owned mortgage lenders and
certain other mortgage acquisition companies structured as REITs. The Company
anticipates that it will be able to effectively compete due to its:

(i) experienced management team;

(ii) tax advantaged status as a REIT;

(iii) vertical integration through its relationship with NovaStar
Mortgage, which originates and services mortgage loans;

(iv) freedom from certain regulatory-related administrative and oversight
costs;

(v) direct access to capital markets to securitize its assets; and

(vi) cost-efficient operations.

STRUCTURAL BENEFITS

The REIT tax status is a primary distinction between the Company and its
competitors. The Company will attempt to maximize its after-tax return
advantage over non-REIT financial companies by holding Mortgage Assets and
earning REIT-qualifying income over time through the Company.

Generally, the Company does not intend to sell its mortgage loans in order to
realize gain on sale for financial accounting or tax reporting purposes.
Rather, the Company intends to finance its mortgages through structured debt
vehicles where the emphasis is on earning net interest income and not taking
gain on the sale of assets. The Company's strategy is to build and hold a
portfolio of Mortgage Assets for investment that generates a net interest
margin over time and allows the Company to take full advantage of its REIT
status. While selling mortgage loans presents greater earnings and taxable
income during the period of production (assuming constant portfolio
assumptions) due to the current income recognition of the present value of
future cash flows, management believes that over the long term the Company will
produce a tax-advantaged stream of income and a more stable dividend flow to
stockholders because its earnings will be dependent on the size of the
Company's portfolio of Mortgage Assets, rather than on its quarterly mortgage
loan production level. The accounting for gain on sale presents, as current
income, the present value of expected future cash flows from the mortgage loans
sold. Future performance expectations are subject to revision should actual
losses, interest rates and prepayment experience differ from the assumed
levels. Holding the mortgage loans as investments allows the Company to record
income as interest is earned. While management intends to aggressively manage
costs in all production cycles, holding the mortgage loans and recording income
as interest is earned provides management the flexibility to reduce its
mortgage loan production rate during periods in which management believes the
market conditions for subprime mortgage loans are unattractive without
necessarily experiencing an immediate decline in net income. Companies
utilizing gain on sale accounting will typically experience a decline in net
income during periods of declining mortgage loan origination volume.

The Company believes it has an advantage over other mortgage REITs through
its infrastructure that allows the Company to acquire wholesale loan production
through its taxable affiliate, NovaStar Mortgage at a total cost lower than
purchasing those mortgage loans in the secondary market. Moreover, the
Company's relationship with NovaStar Mortgage results in a vertically
integrated organization which is self-advised and self-managed. Because of this
integration, there are no potential conflicts between the interests of the
mortgage lending operation and the portfolio management operation. Such
conflicts can arise in REITs where the incentives and interest of management
are dependent on asset size rather than return on equity or stockholder
returns. Conflict may arise in entities which have external management
contracts or situations where management's compensation is not directly related
with the company's performance or return to stockholders. The Company's primary
management incentive programs are dependent on return on equity (the annual
bonus plan, of which half is paid in stock) and stock price appreciation
(forgivable loans to founders and stock option plan). See "Management--
Executive Compensation."

10
<PAGE>

The following diagram depicts the structure of the Company as it presently
exists. The Company files its own income tax return, while Holding files
consolidated income tax returns that include NovaStar Mortgage. This structure
is designed to legally separate the mortgage loan origination operations from
the REIT entity, and allows for certain activities and transactions to be
entered into by NovaStar Mortgage, Inc., while preserving the REIT status of
The Company. These activities include such items as the sale of assets, certain
hedging techniques and certain forms of indebtedness. Holding was formed in
order to provide an efficient means of adding additional taxable affiliates to
the organization.

As the diagram presents, Scott Hartman and Lance Anderson own 100 percent of
the voting common stock of Holding. Holding was capitalized through the
purchase of common stock by Scott Hartman and Lance Anderson in the amount of
$20,000, and the purchase of non-voting preferred stock by the Company in the
amount of $1,980,000. Mr. Hartman and Mr. Anderson receive one percent of the
economic benefits derived from dividends and distributions of Holding as a
result of their common stock ownership. The Company receives 99 percent of the
dividends of Holding as a result of its preferred stock ownership. Accordingly,
the Company indirectly receives 99 percent of the dividends of NovaStar
Mortgage by virtue of its ownership interest in Holding. In addition, Mr.
Hartman and Mr. Anderson serve as the sole Directors of both Holding and
NovaStar Mortgage.

In contracts with the Company, NovaStar Mortgage has agreed to (i) sell
subprime mortgage loans it originates to the Company, (ii) service subprime
mortgage loans for the Company and (iii) provide certain administrative
services to the Company. Without voting control of NovaStar Mortgage, Inc.,
there can be no assurance that these contracts, which are subject to renewal,
will continue indefinitely. In addition, while Messrs. Hartman and Anderson
have entered into an agreement of shareholders which contains certain
management and control provisions and restrictions on transfer of Holding
common stock, there can be no assurance that the agreement will be enforced in
a timely manner against the individuals, their heirs or representatives. See
"Risk Factors--Lack of Voting Control of Taxable Affiliates" and "Certain
Transactions--Transactions with Management."

[ORGANIZATIONAL CHART APPEARS HERE]

Organizational Structure

11
<PAGE>

DIVIDEND POLICY, DISTRIBUTIONS AND REINVESTMENT

The Company generally intends to distribute to stockholders each year
substantially all of its net taxable income (which does not ordinarily equal
net income as determined in accordance with generally accepted accounting
principles) to qualify for the tax benefits accorded to REITs under the Code.
The Company has declared dividends of $0.05 per share for each of the first and
second quarters of 1997. Both of these dividends were declared on Preferred
Stock. It is expected that the 1997 third quarter dividend will be declared on
Preferred Stock. Subsequent to the closing of this Offering, the Company
intends to declare quarterly dividends on its Common Stock.

The Company intends to distribute any taxable income remaining after the
distribution of the regular quarterly dividends annually in a special dividend
on or prior to the date of the first regular quarterly dividend payment date of
the following taxable year. The dividend policy is subject to revision at the
discretion of the Board of Directors. All distributions will be made by the
Company at the discretion of the Board of Directors and will depend on the
taxable income and financial condition of the Company, maintenance of REIT
status and such other factors as the Board of Directors deems relevant.

The Company expects to adopt a dividend reinvestment plan ("DRP") for
stockholders who wish to reinvest their quarterly dividends in additional
shares of Common Stock. Generally, under a DRP, dividends paid with respect to
shares of Capital Stock are automatically invested in additional shares of
Common Stock at a discount to the then current market price.

Stockholders who own more than a specified number of shares of Common Stock
will be eligible to participate in the DRP following the effectiveness of the
registration of securities issuable thereunder. This Offering is not related to
the proposed DRP, nor has the Company prepared or filed a registration
statement with the SEC registering the shares to be issued under the DRP. Prior
to buying shares through the DRP, participants will be provided with a DRP
prospectus which will constitute a part of such DRP registration statement. The
Company's transfer agent will act as the trustee and administrator of the DRP
(the "Agent").

Stockholders will not be automatically enrolled in the DRP. Each stockholder
desiring to participate in the DRP must complete and deliver to the Agent an
enrollment form, which will be sent to each eligible stockholder following the
effectiveness of the registration of the shares to be issued under the DRP.
Participation in the DRP will commence with all dividends and distributions
payable after receipt of a participant's authorization, provided that the
authorization must be received by the Agent at least two business days prior to
the record date for any dividends in order for any stockholder to be eligible
for reinvestment of such dividends.

THE OFFERING

Common Stock Offered by the Company(1).... 3,000,000 Shares

Common Stock to be outstanding after the 6,766,665 Shares
Offering(2)..............................

Use of Proceeds...........................
The Company will use approximately
90 percent of the net proceeds to
fund its acquisition of and
investment in Mortgage Assets, and
the remaining proceeds for working
capital and general corporate
purposes.

Nasdaq National Market symbol............. NOVA
- --------
(1)Assumes the Underwriters' over-allotment option is not exercised. See
"Underwriting".
(2) Includes the conversion of 3,549,999 shares of Preferred Stock in
connection with the Offering. Does not reflect the exercise of the
3,649,999 warrants and the 334,332 common stock options which are
outstanding as of June 30, 1997. Dividend equivalent rights were granted
with 45,000 of the common stock options. See "Description of Warrants" and
"Management--Executive Compensation".

12
<PAGE>

SUMMARY FINANCIAL AND OTHER DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED FOR THE PERIOD ENDED
JUNE 30, 1997 DECEMBER 31, 1996(1)
------------------------ --------------------------
<S> <C> <C>
STATEMENT OF OPERATIONS
DATA
Interest income........... $ 9,320 $ 155
Interest expense.......... 6,438 --
Net interest income....... 2,882 155
Provision for credit
losses................... 718 --
Net interest income after
provision for credit
losses................... 2,164 155
Equity in loss of
unconsolidated
subsidiary............... (432) --
General and administrative
expenses................. 2,679 457
Net loss.................. (879) (302)
Pro forma net loss per
share(2)................. (0.21) (0.07)
<CAPTION>
AS OF JUNE 30, 1997 AS OF DECEMBER 31, 1996
------------------------ --------------------------
<S> <C> <C>
BALANCE SHEET DATA
Mortgage assets:
Mortgage securities....... $284,348 $13,239
Mortgage loans............ 303,732 --
Total assets.............. 601,865 59,796
Repurchase agreements..... 540,040 --
Stockholders' equity...... 46,337 46,365
<CAPTION>
AS OF OR FOR THE SIX
MONTHS AS OF OR FOR THE PERIOD
ENDED JUNE 30, 1997 ENDED DECEMBER 31, 1996(1)
------------------------ --------------------------
<S> <C> <C>
OTHER DATA
Acquisition of wholesale
loan production of
NovaStar Mortgage:
Principal at funding...... $ 90,380 --
Average principal balance
per loan................. $ 157 --
Weighted average interest
rate:
Adjustable rate mortgage
loans................... 10.0% --
Fixed rate mortgage
loans................... 10.6% --
Loans with prepayment
penalties................ 82% --
Weighted average
prepayment penalty period
(in years)............... 2.7 --
Loans purchased in bulk:
Principal at purchase..... $207,240 --
Average principal balance
per loan................. $ 106 --
Weighted average interest
rate:
Adjustable rate mortgage
loans................... 9.6% --
Fixed rate mortgage
loans................... 10.5% --
Loans with prepayment
penalties................ 54% --
Weighted average
prepayment penalty period
(in years)............... 3.0 --
Net interest spread....... 1.77% --
Net yield................. 2.51% --
Return on assets.......... (0.29)% (1.69)%
Return on equity.......... (3.79)% (2.18)%
Taxable income (loss)..... $ 365 $ (173)
Taxable income (loss) per
preferred share.......... $ 0.10 $ (0.05)
Dividends per preferred
share(3)................. $ 0.10 --
Number of account
executives............... 17 --
</TABLE>
- --------
(1) The Company was formed on September 13, 1996. Operations began in substance
after the Private Placement which closed on December 9, 1996.
(2) Pro forma net loss per share is based on the weighted average shares of
Common Stock and Preferred Stock outstanding, and includes the effect of
warrants and options using the treasury stock method.
(3) No dividends have been declared on the Common Stock. The level of quarterly
dividends is determined by the Board of Directors based upon its
consideration of a number of factors and should not be deemed indicative of
taxable income for the quarter in which declared or future quarters, or of
income calculated in accordance with GAAP. See "Dividend Policy and
Distributions."

13
<PAGE>

RISK FACTORS

In addition to the other information contained in this Prospectus, the
following risk factors should be carefully considered in evaluating the
Company and its business before purchasing any of the shares of Common Stock
offered hereby. This Prospectus contains forward-looking statements.
Discussions containing such forward-looking statements may be found in the
material set forth under "Prospectus Summary," "Use of Proceeds,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business," as well as within this Prospectus generally.
Actual results could differ materially from those described in the forward-
looking statements as a result of the risks and uncertainties set forth below
and within this Prospectus generally. The Company cautions the reader,
however, that this discussion of risk factors may not be exhaustive.

OVERALL ENTERPRISE OF THE COMPANY

Limited Operating History of the Company and Net Losses Incurred

The Company began operations in December 1996 following the closing of the
Private Placement. The mortgage lending operation of NovaStar Mortgage began
in late January 1997 and NovaStar Mortgage began servicing loans on July 15,
1997. Accordingly, extensive earnings history have not been developed nor has
the Company experienced a wide variety of interest rate or market conditions
and, as such, historical operating performance may be of limited relevance in
predicting future performance. Although the Company has grown its assets
dramatically since the beginning of operations, there can be no assurances
that it will be able to continue to successfully operate its business as
described in this Prospectus. In addition, management of the Company does not
have extensive experience working together as a management team. The Company
has incurred net losses of $302,000 and $879,000 for the period since
inception to December 31, 1996 and for the six months ended June 30, 1997,
respectively. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

Forgivable Notes May Adversely Affect Results of Operations

In the Company's Private Placement, Messrs. Hartman and Anderson each
acquired 108,333 Units at the price of $15.00 per Unit. Payment for the Units
was made by delivering to the Company promissory notes, each in the amount of
$1,624,995, bearing interest at eight percent per annum and secured by the
Units acquired. The principal amount of the notes was divided into three equal
tranches. Principal due will be forgiven by the Company if the return to
Private Placement investors meets certain benchmarks as follows: one tranche
will be forgiven if the Company generates a total return to the Private
Placement investors equal to or greater than 15 percent in any one fiscal year
and all tranches will be forgiven if the total cumulative return to Private
Placement investors reaches 100 percent prior to December 31, 2001. Return to
investors includes dividends paid as well as any appreciation in the average
price per share of the Common Stock and the related Warrant during the period.
If one tranche is forgiven, the Company will recognize a non-cash charge
against earnings of $1,083,330 for the related accounting period. If the
entire amount of the notes is forgiven, the Company will recognize a non-cash
charge against earnings of $3,249,990. Such charges resulting from forgiveness
of the notes could have a material adverse effect on the Company's results of
operations and dividends paid to shareholders during periods forgiven--
including investors in this Offering. See "Management--Executive
Compensation."

Dependence on Key Personnel for Successful Operations

Operations of the Company and NovaStar Mortgage depend heavily upon the
contributions of Scott Hartman and Lance Anderson, both of whom would be
difficult to replace. Although Mr. Hartman and Mr. Anderson have both signed
employment agreements, there can be no assurance that these individuals will
remain employees of the Company. The loss of either of these individuals could
have a material adverse effect upon the Company's business and results of
operations. The Company has entered into employment agreements with these
individuals which provide for initial terms through December 31, 2001. The
employment agreements contain compensation arrangements including base
salaries, incentive bonuses and severance arrangements. Each

14
<PAGE>

employment agreement also provides that if the employee terminates his
employment without "good reason" prior to expiration of the term of the
agreement, certain incentive and severance benefits will be forfeited and a
restriction against competing with the Company will become effective. Although
the Company believes these forfeiture and non-compete provisions would
generally be enforceable, there can be no assurance that the employee will not
elect to terminate the agreement early despite these provisions and no longer
remain in the Company's employ. See "Management--Executive Compensation."

Limited Experience of Management in Starting-up New Business

Need for Additional Equity Financing to Support Future Growth

To implement fully the Company's strategy to continue rapid growth in its
portfolio of Mortgage Assets, the Company will be required to raise capital in
addition to that raised by the Offering. Accordingly, the Company expects to
undertake future equity offerings, in addition to long-term securitized debt
offerings. There can be no assurance that the Company will successfully and
economically raise the capital it will require through such offerings. See
"Risk Factors--Effect on Stockholders of Potential Future Offerings."

Consequences of Failure to Maintain REIT Status: Company Subject to Tax as a
Regular Corporation

The Company intends, at all times, to operate so as to qualify as a REIT for
federal income tax purposes. In order to maintain its qualification as a REIT
for federal income tax purposes, the Company must satisfy certain tests with
respect to the sources of its income, the nature and diversification of its
assets, the amount of its distributions to stockholders and the ownership of
its stock. If the Company fails to qualify as a REIT in any taxable year and
certain relief provisions of the Code do not apply, the Company would be
subject to federal income tax as a regular, domestic corporation, and its
stockholders would be subject to tax in the same manner as stockholders of
such corporation. Distributions to stockholders in any year in which the
Company fails to qualify as a REIT would not be deductible by the Company in
computing its taxable income. As a result, the Company could be subject to
income tax liability, thereby significantly reducing or eliminating the amount
of cash available for distribution to its stockholders. Further, the Company
could also be disqualified from re-electing REIT status for the four taxable
years following the year during which it became disqualified.

No assurance can be given that future legislation, regulations,
administrative interpretations or court decisions will not significantly
change the tax laws with respect to the Company's qualification as a REIT or
the federal income tax consequences of such qualification, which changes may
reduce or eliminate the Company's competitive advantage over non-REIT
competitors. See "Federal Income Tax Considerations--Qualification as a REIT"
and "--Taxation of the Company."

Lack of Voting Control of Taxable Affiliates

Holding was formed to serve as a holding company for the Company's taxable
affiliates in order to legally separate certain lines of business, such as the
mortgage loan origination operation, from the REIT entity, for regulatory,
tax, risk management and other reasons. Scott Hartman and Lance Anderson own
100 percent of the voting common stock of Holding while the Company owns 100
percent of its nonvoting preferred stock. The common stock is entitled to one
percent of the dividend distributions of Holding and the preferred stock is
entitled to 99 percent of such distributions. Holding wholly owns, NovaStar
Mortgage and the REIT thus owns a beneficial interest in 99 percent of any
future dividend distributions from NovaStar Mortgage. In contracts with the
Company, NovaStar Mortgage has agreed to (i) sell subprime mortgage loans it
originates to the Company, (ii) service subprime mortgage loans for the
Company and (iii) provide certain administrative services to the Company.
Without voting control of NovaStar Mortgage, there can be no assurance that
these contracts between the Company and NovaStar Mortgage, which are subject
to renewal, will continue indefinitely. In addition, while Messrs. Hartman and
Anderson have entered into an agreement of shareholders which contains certain

15
<PAGE>

management and control provisions and restrictions on transfer of the common
stock, there can be no assurance that the agreement will be enforced in a
timely manner against the individuals, their heirs or representatives. See
"Certain Transactions--Transactions with Management."

Consequences of Failure to Qualify for Investment Company Act Exemption

The Company at all times intends to conduct its business so as not to become
regulated as an investment company under the Investment Company Act.
Accordingly, the Company does not expect to be subject to the restrictive
provisions of the Investment Company Act. The Investment Company Act exempts
entities that are "primarily engaged in the business of purchasing or otherwise
acquiring mortgages and other liens on and interests in real estate." If the
Company fails to qualify for exemption from registration as an investment
company, its ability to use leverage would be substantially reduced and it
would be unable to conduct its business as described herein. Any such failure
to qualify for such exemption could have a material adverse effect on the
Company.

Future Revisions in Policies and Strategies at the Discretion of Board of
Directors

Management has established the operating policies and strategies set forth in
this Prospectus as the operating policies and strategies of the Company.
However, these policies and strategies may be modified or waived by the Board
of Directors, subject in certain cases to approval by a majority of the
Independent Directors, without stockholder approval. The ultimate effect of
these changes may be positive or negative.

SUBPRIME MORTGAGE LENDING OPERATION

Changes in Interest Rates May Adversely Affect Results of Operations

The results of operations of the Company are likely to be adversely affected
during any period of unexpected or rapid changes in interest rates. For
example, a substantial or sustained increase in interest rates could adversely
affect the ability of the Company to acquire subprime mortgage loans in
expected volumes necessary to support fixed overhead expense levels. Decreases
in interest rates cause loans in the portfolio to prepay more quickly. This
could result in the Company amortizing more of the premium it paid for the
mortgage loans and, therefore, decreasing net interest income.

Intense Competition in the Subprime Mortgage Industry

The Company and NovaStar Mortgage will face intense competition, primarily
from commercial banks, savings and loans, other independent mortgage lenders,
and certain other mortgage REITs. As NovaStar Mortgage expands into the
national market and particular geographic markets, it will face competition
from lenders with established positions in these locations. Competition can
take place on various levels, including convenience in obtaining a loan,
service, marketing, origination channels and pricing.

The subprime market is currently undergoing substantial changes. There are
new entrants into the market creating a changing competitive environment.
Furthermore, certain large national finance companies and prime mortgage
originators have begun to implement plans to adapt their prime mortgage
origination programs and allocate resources to the origination of subprime
mortgage loans. Certain of these larger mortgage companies and commercial banks
have begun to offer products similar to those which are offered by NovaStar
Mortgage and to target customers similar to those targeted by NovaStar
Mortgage. In the future, NovaStar Mortgage may also face competition from
government-sponsored entities, such as the Federal National Mortgage
Association and the Federal Home Loan Mortgage Corporation. For example, the
Federal Home Loan Mortgage Corporation has recently issued securities
collateralized by subprime mortgage loans originated by a financial
institution.

The entrance of these competitors into NovaStar Mortgage's market could have
a material adverse effect upon the Company's results of operations and
financial condition. In particular, the increasing level of capital resources
being devoted to subprime mortgage lending may increase the competition among
lenders to originate or purchase subprime loans and result in either reduced
net interest income on such mortgage loans compared to present levels or
revised underwriting standards permitting higher loan-to-value ratios on
properties securing subprime mortgage loans. Increased competition may also
increase the demand for NovaStar Mortgage's experienced personnel and the
potential that such personnel will leave NovaStar Mortgage for its competitors.

16
<PAGE>

There can be no assurance that NovaStar Mortgage will be able to compete
successfully in this market environment and any failure in this regard could
have a material adverse effect on the Company's results of operations and
financial condition. Fluctuations in interest rates and general and localized
economic conditions may also affect the competition NovaStar Mortgage faces.
Competitors with lower costs of capital have a competitive advantage over the
Company. During periods of declining rates, competitors may solicit the
Company's customers to refinance their loans. In addition, during periods of
economic slowdown or recession, the Company's borrowers may face financial
difficulties and be more receptive to the offers of the Company's competitors
to refinance their loans.

High Loan-to-Value Products

The Company's current underwriting guidelines allow for the acquisition of
originated loans with up to a 90 percent loan-to-value ratio. See "Mortgage
Lending Operation--Underwriting and Quality Control Strategy." The higher the
loan-to-value ratio, the greater the risk that the Company may be unable to
recover full amounts due on its mortgage loans in the event the borrower
defaults and the Company forecloses and sells the underlying collateral. As of
June 30, 1997, the average loan-to-value ratio of the Company's mortgage loan
portfolio was 73 percent. The failure of the Company to adequately address the
risk of high loan-to-value products would have a material adverse effect on
the Company's results of operations and financial condition.

Higher Delinquency and Loss Rates with Subprime Mortgage Borrowers

Lenders in the subprime mortgage banking industry make loans to borrowers
who have impaired or limited credit histories, limited documentation of income
and higher debt-to-income ratios than traditional mortgage lenders allow.
Loans made to subprime mortgage borrowers generally entail a higher risk of
delinquency and foreclosure than loans made to borrowers with better credit
and may result in higher levels of realized loss. Most of the Company's loans
are made to borrowers who do not qualify for loans from conventional mortgage
lenders and, as of June 30, 1997, approximately eight percent and four percent
of the Company's mortgage loan portfolio was comprised of loans made to
borrowers graded "C" or "D," respectively, the Company's two lowest credit
grade classifications. See "Business-Mortgage Lending-Underwriting and Quality
Control Strategy." No assurances can given that the Company's underwriting
criteria or methods will afford adequate protection against the higher risks
associated with loans made to subprime mortgage borrowers. The failure of the
Company to adequately address the risk of subprime lending would have a
material adverse impact on the Company's results of operations, financial
condition and business prospects.

Availability of Funding Sources

The Company finances substantially all of the mortgage loans through interim
financing facilities including its bank warehouse credit line and repurchase
agreements, and with equity. These borrowings have been, and will going
forward be, repaid with the proceeds received by the Company from financing
mortgage loans through securitization. The Company is currently dependent upon
a few lenders to provide the primary credit facilities for its mortgage loan
originations and acquisitions. Any failure to renew or obtain adequate funding
under these financing arrangements could have a material adverse effect on the
Company's lending operations.

Dependence Upon Independent Brokers and Correspondents

The Company and NovaStar Mortgage depend upon independent mortgage loan
brokers and mortgage lenders for its originations and purchases of new
mortgage loans. The Company's competitors also seek to establish relationships
with brokers and correspondents. The Company's future results may become more
exposed to fluctuations in the volume and cost of acquiring its mortgage loans
resulting from competition from other prospective purchasers of such mortgage
loans.

Legislation and Regulation

Members of Congress and government officials from time to time have
suggested the elimination of the mortgage interest deduction for federal
income tax purposes, either entirely or in part, based on borrower income,
type of mortgage loan or principal amount. Because many of the Company's
mortgage loans will be made to borrowers for the purpose of consolidating
consumer debt or financing other consumer needs, the competitive advantages of
tax deductible interest, when compared with alternative sources of financing,
could be eliminated or seriously impaired by such government action.
Accordingly, the reduction or elimination of these tax benefits could have a
material adverse effect on the demand for mortgage loans offered by the
Company.

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<PAGE>

The businesses of the Company and NovaStar Mortgage are subject to extensive
regulation, supervision and licensing by federal, state and local governmental
authorities and will be subject to various laws and judicial and
administrative decisions imposing requirements and restrictions on part or all
of its operations. Regulated matters include, without limitation, mortgage
loan origination marketing efforts, credit application and underwriting
activities, maximum finance and other charges, disclosure to customers,
certain rights of rescission on mortgage loans, closing and servicing mortgage
loans, collection and foreclosure procedures, qualification and licensing
requirements for doing business in various jurisdictions and other trade
practices. Mortgage loan origination activities are subject to the laws and
regulations in each of the states in which those activities are conducted.
Activities as a lender are also subject to various federal laws. The Truth in
Lending Act ("TILA") and Regulation Z promulgated thereunder, as both are
amended from time to time, contain disclosure requirements designed to provide
consumers with uniform, understandable information with respect to the terms
and conditions of loans and credit transactions in order to give them ability
to compare credit terms. TILA also guarantees consumers a three-day right to
cancel certain credit transactions. TILA also imposes disclosure, underwriting
and documentation requirements on mortgage loans, known as "Section 32 loans,"
with (i) total points and fees upon origination in excess of eight percent of
the mortgage loan amount or (ii) an annual percentage rate of more than ten
percentage points higher than comparably maturing U.S. treasury securities.
The Company is also required to comply with the Equal Credit Opportunity Act
of 1974, as amended ("ECOA"), which prohibits creditors from discriminating
against applicants on the basis of race, color, sex, age or marital status.
Regulation B promulgated under ECOA restricts creditors from obtaining certain
types of information from loan applicants. It also requires certain
disclosures by the lender regarding consumer rights and requires lenders to
advise applicants of the reasons for any credit denial. In instances where the
applicant is denied credit or the rate or charge for a loan increases as a
result of information obtained from a consumer credit agency, the Fair Credit
Reporting Act of 1970, as amended, requires the lender to supply the applicant
with a name and address of the reporting agency. The Company will also be
subject to the Real Estate Settlement Procedures Act ("RESPA") and the Debt
Collection Practices Act and will be required to file an annual report with
the Department of Housing and Urban Development pursuant to the Home Mortgage
Disclosure Act ("HMDA"). The Company will also be subject to the rules and
regulations of, and examinations by, GNMA, the Department of Housing and Urban
Development ("HUD") and state regulatory authorities with respect to
originating, processing, underwriting, selling and servicing loans. There can
be no assurance that the Company will maintain compliance with these
requirements in the future without additional expenses, or that more
restrictive local, state or federal laws, rules and regulations will not be
adopted or that existing laws and regulations will not be interpreted in a
more restrictive manner, which would make compliance more difficult for the
Company. Failure to comply with these requirements can lead to loss of
approved status, termination or suspension of servicing contracts without
compensation to the servicer, demands for indemnifications or mortgage loan
repurchases, certain rights of rescission for mortgage loans, class action
lawsuits and administrative enforcement actions, any of which could cause a
material adverse effect on the Company's profitability.

The laws and regulations described above are subject to legislative,
administrative and judicial interpretation, and certain of these laws and
regulations have been infrequently interpreted or only recently enacted.
Infrequent interpretations of these laws and regulations or an insignificant
number of interpretations of recently enacted regulations can result in
ambiguity with respect to permitted conduct under these laws and regulations.
Any ambiguity under the regulations to which the Company is subject may lead
to regulatory investigations or enforcement actions and private causes of
action, such as class action lawsuits, with respect to the Company's
compliance with the applicable laws and regulations. As a mortgage lender,
NovaStar Mortgage will be subject to regulatory enforcement actions and
private causes of action from time to time with respect to its compliance with
applicable laws and regulations.

Elimination of Lender Payments to Brokers

Class-action lawsuits have been filed against a number of mortgage lenders
alleging that such lenders have violated RESPA by making certain payments to
independent mortgage brokers. These lawsuits have generally been filed on
behalf of a purported nationwide class of borrowers and allege that payments
made by a lender to a broker in addition to payments made by the borrower to a
broker are prohibited by RESPA, and are therefore

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<PAGE>

illegal. If these cases are resolved against the lenders, it may cause an
industry-wide change in the way independent mortgage brokers are compensated.
Broker compensation programs permit such payments. Future regulatory
interpretations or judicial decisions may require the Company to change its
broker compensation programs or subject it to material monetary judgments or
other penalties. Any such changes or penalties may have a material adverse
effect on the Company's results of operations, financial condition and
business prospects. See "Risk Factors--Legislation and Regulation."

Environmental Liabilities

Certain properties securing mortgage loans may be contaminated by hazardous
substances. As a result, the value of the real property may be diminished. In
the event that the Company is forced to foreclose on a defaulted mortgage loan
on that property, the Company may be subject to environmental liabilities
regardless of whether the Company was responsible for the contamination. While
the Company intends to exercise due diligence to discover potential
environmental liabilities prior to the acquisition of any property through
foreclosure, hazardous substances or wastes, contaminants, pollutants or
sources thereof (as defined by state and federal laws and regulations) may be
discovered on properties during the Company's ownership or after a sale
thereof to a third party. If such hazardous substances are discovered on a
property, the Company may be required to remove those substances or sources
and clean up the property. The Company may also be liable to tenants and other
users of neighboring properties. Such clean-up costs and liabilities may be
extensive and may materially and adversely affect the Company's profitability.
In addition, the Company may find it difficult or impossible to sell the
property prior to or following any such clean up.

ACQUISITION AND MANAGEMENT OF A PORTFOLIO OF MORTGAGE ASSETS

General Economic and Financial Conditions May Affect Results of Operations

Although the Company hedges its interest rate risk, the results of the
Company's Mortgage Assets portfolio operation are affected by various factors,
many of which are beyond the control of the Company. The performance of the
Company's Mortgage Assets portfolio depends on, among other things, the level
of net interest income generated by the Company's Mortgage Assets, the market
value of such Mortgage Assets and the supply of and demand for such Mortgage
Assets. The Company's net interest income varies primarily as a result of
changes in short-term interest rates, borrowing costs and prepayment rates,
the behavior of which involve various risks and uncertainties as set forth
below. Prepayment rates, interest rates, borrowing costs and credit losses
depend upon the nature and terms of the Mortgage Assets, the geographic
location of the properties securing the mortgage loans included in or
underlying the Mortgage Assets, conditions in financial markets, the fiscal
and monetary policies of the United States government and the Board of
Governors of the Federal Reserve System, international economic and financial
conditions, competition and other factors, none of which can be predicted with
any certainty. Because changes in interest rates may significantly affect the
Company's activities, the operating results of the Company depend, in large
part, upon the ability of the Company effectively to manage its interest rate
and prepayment risks while maintaining its status as a REIT. Prolonged failure
to manage such risks would adversely affect the Company's profitability. See
"Risk Factors--Risks of Failing to Hedge Effectively Against Interest Rate
Changes May Adversely Affect Results of Operations."

Decrease in Net Interest Income Due to Interest Rate Fluctuations

The Company's adjustable rate Mortgage Assets bear adjustable interest or
pass-through rates based on short-term interest rates, and substantially all
of the Company's borrowings bear interest at short-term rates and
have maturities of less than one year. Consequently, changes in short-term
interest rates may significantly influence the Company's net interest income.
While rising short-term interest rates generally increase the yields on the
Company's adjustable-rate Mortgage Assets, rising short-term rates also
increase the costs of borrowings by the Company which are utilized to fund the
Mortgage Assets and, to the extent such costs escalate more rapidly than the
yields, the Company's net interest income may be reduced or a net loss may
result. Conversely, falling short-term interest rates may decrease the
interest cost on the Company's borrowings more rapidly than the yields on the
Mortgage Assets and hence may increase the Company's net interest income. No
assurance can be given as to the amount or timing of changes in interest rates
or their effect on the Company's Mortgage Assets or net interest income.

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<PAGE>

As of June 30, 1997, all Mortgage Securities owned by the Company had
adjustable rates based on the one-year Constant Maturity Treasury (CMT) index.
The following table presents the adjustable rate characteristics of the
Company's mortgage loans as of June 30, 1997 (dollars in thousands).

<TABLE>
<CAPTION>
PERCENT OF MONTHS TO
PRINCIPAL TOTAL RESET
--------- ---------- ---------
<S> <C> <C> <C>
Adjustable rate loans:
One year CMT............................. $ 12,391 4.3% 10
Two year fixed/six month LIBOR........... 127,857 44.0 20
Three year fixed/six month LIBOR......... 9,264 3.2 33
Six month LIBOR.......................... 91,735 31.6 3
-------- -----
241,247 83.1
Fixed rate loans........................... 49,046 16.9
-------- -----
$290,293 100.0
======== =====
</TABLE>

Adjustable rate mortgage loans are inherently riskier than fixed rate
mortgage loans. These loans have interest rates that may rise, resulting in
higher mortgage payments for the borrower. Adjustable rate loans are usually
underwritten at a higher interest rate, to ensure that the borrower has the
ability to make mortgage payments as the rate on the mortgage loan increases.
An increasing interest rate environment will force the borrower to make higher
mortgage payments, which could result in higher delinquencies, foreclosures
and losses.

Interest Rate Indices on Company Borrowings Differ from Indexes on Related
Mortgage Assets

A substantial portion of all mortgage loans owned by Company have adjustable
terms today or are fixed today, but will adjust at some point in the future.
For instance, the Company's portfolio includes a high percentage of mortgage
loans with fixed rates for two years, at which time it becomes an adjustable
rate mortgage. As of June 30, 1997, all of the Company's Mortgage Securities
were backed by ARMs. Interest rates on the Company's borrowings are and
generally will be based on short-term indices. To the extent any of the
Company's Mortgage Assets are financed with borrowings bearing interest based
on or varying with an index different from that used for the related Mortgage
Assets, so-called "basis" interest rate risk will arise. In such event, if the
index used for the Mortgage Assets is a "lagging" index (such as the 11th
District Cost of Funds) that reflects market interest rate changes on a
delayed basis, and the rate borne by the related borrowings reflects market
rate changes more rapidly, the Company's net interest income will be adversely
affected in periods of increasing market interest rates. Additionally, the
Company's adjustable-rate Mortgage Assets will be subject to periodic rate
adjustments which may be more or less frequent than the increases or decreases
in rates borne by the borrowings or financings utilized by the Company.
Accordingly, in a period of increasing interest rates, the Company could
experience a decrease in net interest income or a net loss because the
interest rates on borrowings could adjust faster than the interest rates on
the Company's ARMs or Mortgage Assets backed by ARMs. Moreover, ARMs are
typically subject to periodic and lifetime interest rate caps that limit the
amount an ARM interest rate can change during any given period. The Company's
borrowings will not be subject to similar restrictions. Hence, in a period of
rapidly increasing interest rates, the Company could also experience a
decrease in net interest income or a net loss in the absence of effective
hedging because the interest rates on borrowings could increase without
limitation while the interest rates on the Company's ARMs and Mortgage Assets
backed by ARMs would be limited by caps. Further, some ARMs may be subject to
periodic payment caps that result in some portion of the interest accruing on
the ARM being deferred and added to the principal outstanding. This could
result in receipt by the Company of less cash income on its ARMs than is
required to pay interest on the related borrowings, which will not have such
payment caps.

As of June 30, 1997, 90 percent of the Company's Mortgage Assets bear
adjustable rates. All mortgage securities adjust based on the one-year CMT
rate. The Company's adjustable rate mortgage loans adjust with either six
month LIBOR or the one-year CMT rate. All of the Company's borrowings bear
variable rates of interest. Rates on the Company's repurchase agreements are
variable based on the terms to maturity of individual

20
<PAGE>

agreements. As of June 30, 1997, these agreements were tied primarily to one-
month LIBOR. The rate on the Company's warehouse line of credit adjusts based
upon the Federal Funds rate.

Changes in Anticipated Prepayment Rates May Adversely Affect Net Interest
Income

Prepayment rates vary from time to time and may cause changes in the amount
of the Company's net interest income. Prepayments of ARMs and Mortgage Assets
backed by ARMs usually can be expected to increase when mortgage interest
rates fall below the then-current interest rates on such ARMs and decrease
when mortgage interest rates exceed the then-current interest rate on the
ARMs, although such effects are not predictable. Prepayment experience also
may be affected by the geographic location of the property securing the
mortgage loans, the assumability of the mortgage loans, conditions in the
housing and financial markets and general economic conditions. In addition,
prepayments on ARMs are affected by the ability of the borrower to convert an
ARM to a fixed-rate loan and by conditions in the fixed-rate mortgage market.
If the interest rates on ARMs increase at a rate greater than the interest
rates on fixed-rate mortgage loans, prepayments on ARMs may tend to increase.
In periods of fluctuating interest rates, interest rates on ARMs may exceed
interest rates on fixed-rate mortgage loans, which may tend to cause
prepayments on ARMs to increase at a rate greater than anticipated. Mortgage
Securities backed by single family mortgage loans are often structured so that
certain classes are provided protection from prepayments for a period of time.
However, in a period of extremely rapid prepayments, during which earlier-
paying classes may be retired faster than expected, the protected classes may
receive unscheduled payments of principal earlier than expected and would have
average lives that, while longer than the average lives of the earlier-paying
classes, would be shorter than originally expected. The Company will seek to
minimize prepayment risk through a variety of means, which may include (to the
extent capable of being implemented at reasonable cost at various points in
time) structuring a diversified portfolio with a variety of prepayment
characteristics, investing in Mortgage Assets with prepayment prohibitions and
penalties, investing in certain Mortgage Security structures which have
prepayment protection, and balancing assets purchased at a premium with assets
purchased at a discount. In addition, the Company may in the future purchase
interest-only strips to a limited extent. The basis risk that will exist
between an interest-only strip and the other assets in the portfolio could
increase the Company's risk in interest rate environments where the interest-
only strip would amortize quickly. No strategy can completely insulate the
Company from prepayment risks arising from the effects of interest rate
changes. There is also probably more uncertainty about prepayment rates on
subprime mortgage loans since there is less information and historical data
than exists for prime mortgage loans. Certain Mortgage Assets may consist of
mortgage loans that are, and Mortgage Securities evidencing interests in, ARMs
convertible to fixed-rate loans. Because converted mortgage loans are required
to be repurchased by the applicable Agency or servicer, the conversion of a
mortgage loan results, in effect, in the prepayment of such mortgage loan.

Changes in anticipated prepayment rates of Mortgage Assets could affect the
Company in several adverse ways. Faster than anticipated prepayment of any
Mortgage Asset that had been purchased at a premium by the Company would
generally result in a faster than anticipated write-off of any remaining
capitalized premium amount and consequent reduction of the Company's net
interest income by such amount. A portion of the adjustable-rate single family
mortgage loans which may be acquired by the Company (either directly as
mortgage loans or through Mortgage Securities backed by ARMs) will have been
recently originated and will still bear initial interest rates which are lower
than their "fully-indexed" rates (the applicable index plus margin). In the
event that such an ARM is prepaid faster than anticipated prior to or soon
after the time of adjustment to a fully-indexed rate, the Company will have
experienced an adverse effect on its net interest income during the time it
held such ARM compared with holding a fully-indexed ARM and will have lost the
opportunity to receive interest at the fully-indexed rate over the expected
life of the ARM. These effects may be mitigated to the extent such ARMs were
acquired at a discount.

Subprime borrowers are frequently in a unique position to receive economic
gain from refinancing due to improving their mortgage and consumer credit
profiles through timely payments on outstanding loans. As a result, a subprime
borrower may be able to lower the rate on their home loan without a change in
interest rates.

21
<PAGE>

Failure to Hedge Effectively Against Interest Rate Changes May Adversely
Affect Results of Operations

The Company's operating strategy subjects it to interest rate risks as
described under "--Decrease in Net Interest Income Due to Interest Rate
Fluctuations" above. The Company follows an asset/liability management program
intended to protect against interest rate changes and prepayments. See
"Business--Portfolio of Mortgage Assets--Interest Rate Risk Management."
Nevertheless, developing an effective asset/liability management strategy is
complex and no strategy can completely insulate the Company from risks
associated with interest rate changes and prepayments. In addition, there can
be no assurance that the Company's hedging activities will have the desired
beneficial impact on the Company's results of operations or financial
condition. Hedging typically involves costs, including transaction costs,
which increase dramatically as the period covered by the hedge increases and
which also increase during periods of rising and volatile interest rates. The
Company may increase its hedging activity, and thus increase its hedging
costs, during such periods when interest rates are volatile or rising and
hedging costs have increased. Moreover, federal tax laws applicable to REITs
may substantially limit the Company's ability to engage in asset/liability
management transactions. Such federal tax laws may prevent the Company from
effectively implementing hedging strategies that the Company determines,
absent such restrictions, would best insulate the Company from the risks
associated with changing interest rates and prepayments. See "Federal Income
Tax Considerations--Qualification as a REIT--Sources of Income."

Limitations on Effective Hedging

The Company has purchased interest rate caps and interest rate swaps to
attempt to mitigate the risk of variable rate liabilities increasing at a
faster rate than the earnings on its assets during a period of rising interest
rates. In this way, the Company intends generally to hedge as much of the
interest rate risk as management determines is in the best interests of the
Company given the cost of such hedging transactions and the need to maintain
the Company's status as a REIT. In this regard, the amount of income the
Company may earn from its interest rate swaps and caps is subject to
substantial limitations under the REIT provisions of the Code. The Company may
hedge the risk of its borrowing costs on its variable rate liabilities
increasing faster than its income, due to the effect of the periodic and
lifetime caps on its Mortgage Assets, through the acquisition of (a) Qualified
REIT Assets, such as interest-only REMIC regular interests, that function in a
manner similar to hedging instruments, (b) Qualified Hedges, the income from
which qualifies for the 95 percent income test, but not the 75 percent income
test for REIT qualification purposes, and (c) other hedging instruments, whose
income qualifies for neither the 95 percent income test nor the 75 percent
income test. See "Federal Income Tax Considerations--Qualification as a REIT--
Sources of Income." The latter form of hedging may be accomplished through a
taxable affiliate of the Company. See "Business--Interest Rate Risk
Management" and "Federal Income Tax Considerations--Qualification as a REIT--
Sources of Income." This determination may result in management electing to
have the Company bear a level of interest rate risk that could otherwise be
hedged when management believes, based on all relevant facts, that bearing
such risk is advisable.

Potential Adverse Effect of the Use of Financial Instruments in Hedging

In the event that the Company purchases interest rate caps or other interest
rate agreements to hedge against lifetime and periodic rate or payment caps,
and the provider of interest rate agreements becomes financially unsound or
insolvent, the Company may be forced to unwind its interest rate agreements
with such provider and may take a loss on such interest rate agreements.
Although the Company intends to purchase interest rate agreements only from
financially sound institutions and to monitor the financial strength of such
institutions on a periodic basis, no assurance can be given that the Company
can avoid such third party risks.

The Company accepts legal risk in entering into interest rate swap and cap
agreements. Although the Company takes precautions to assure the legality of
each interest rate swap and cap agreement, no assurance can be given as to the
enforceability of these agreements. An agreement that is not enforceable may
subject the Company to unexpected interest rate risk and have a material
adverse affect on results of operations.

22
<PAGE>

The Company also accepts basis risk in entering into interest rate swap and
cap agreements. Basis risk occurs as the performance of hedged financing
sources vary from expectations and differ from the performance of the hedging
instrument. For instance, the Company hedges its borrowing to mitigate
interest rate risk of Mortgage Assets that are fixed or reprice at different
times or based on different indices. Although the hedging item may reduce
interest rate risk, borrowers may prepay at speeds which vary from initial
expectation. Absent proper monitoring, the Company could have a hedging
instrument in place without an underlying financing source. The consequence of
which may be a material adverse effect on results of operations. Although the
Company's Board of Directors has approved an investment policy and Capital
Allocation Guidelines to mitigate basis risk related to hedging instruments,
no assurance can be given that the policy will be effective in mitigating
risk.

The Company is not regulated in regards to its hedging activities. However,
in order to maintain its exemption from the registration requirements of the
Commodities Exchange Act, the Company is limited with respect to investments
in futures contracts, options on futures contracts and options on commodities.

Loss Exposure on Single Family Mortgage Assets

A substantial portion of the investment portfolio of the Company consists of
single family mortgage loans or Mortgage Assets evidencing interests in single
family mortgage loans. The Company will bear the risk of loss on any such
Mortgage Assets it purchases in the secondary mortgage market or through its
mortgage lending business. In particular, the Mortgage Securities that the
Company retains from its securitizations are subordinated Mortgage Securities,
are not supported by credit enhancements, are not rated and have limited
liquidity. With respect to the Mortgage Securities the Company acquires in the
secondary market, if such securities are either Agency Certificates or are
generally structured with one or more types of credit enhancement, the credit
risk to the Company will be reduced or eliminated. To the extent third parties
have been contracted to provide the credit enhancement, the Company is
dependent in part upon the creditworthiness and claims-paying ability of the
insurer and the timeliness of reimbursement in the event of a default on the
underlying obligations. Further, the insurance coverage for various types of
losses is limited in amount and losses in excess of the limitation would be
borne by the Company.

Prior to securitization, the Company generally does not intend to obtain
credit enhancements such as mortgage pool or special hazard insurance for its
single family mortgage loans, other than FHA insurance, VA guarantees and
private mortgage insurance, in each case relating only to individual mortgage
loans. Accordingly, during the time it holds such mortgage loans for which
third party insurance is not obtained, the Company will be subject to risks of
borrower defaults and bankruptcies and special hazard losses that are not
covered by standard hazard insurance (such as those occurring from earthquakes
or floods). In the event of a default on any single family mortgage loan held
by the Company, including, without limitation, resulting from higher default
levels as a result of declining property values and worsening economic
conditions, among other factors, the Company would bear the risk of loss of
principal to the extent of any deficiency between the value of the related
real property, plus any payments from an insurer or guarantor, and the amount
owing on the mortgage loan. Defaulted mortgage loans would also cease to be
eligible collateral for borrowings and would have to be financed by the
Company out of other funds until ultimately liquidated, resulting in increased
financing costs and reduced net income or a net loss.

The Company may pool and finance or sell through securitizations a
substantial portion of the single family mortgage loans it acquires. In
securitizations, the Company continues to bear risk of loss on the underlying
mortgage loans.

Increased Loss Exposure on Subprime Mortgage Loans

Credit risks associated with non-conforming mortgage loans, especially
subprime mortgage loans, may be greater than those associated with prime
mortgage loans that conform to FNMA and FHLMC guidelines. The principal
difference between non-conforming subprime mortgage loans and conforming
mortgage loans include

23
<PAGE>

the applicable loan-to-value ratios, the credit and income histories of the
borrowers, the documentation required for approval of the borrowers, the types
of properties securing the mortgage loans, loan sizes and the borrowers
occupancy status with respect to the mortgaged property. As a result of these
and other factors, the interest rates charged on non-conforming mortgage loans
are often higher than those charged for conforming mortgage loans. The
combination of different underwriting criteria and higher rates of interest
may lead to higher delinquency rates and/or credit losses for non-conforming
as compared to conforming mortgage loans and could have an adverse effect on
the Company to the extent that the Company invests in such mortgage loans or
securities secured by such mortgage loans.

Many of the risks of holding subprime mortgage loans and retaining, after
securitization, credit risk derived therefrom reflect the risks of investing
directly in the real estate securing the underlying mortgage loans. This may
be especially true in the case of a relatively small or less diverse pool of
subprime mortgage loans. In the event of a default on the underlying mortgage
loan, the ultimate extent of the loss, if any, may only be determined after a
foreclosure of the mortgage encumbering the property and, if the lender takes
title to the property, upon liquidation of the property. Factors such as the
title to the property or its physical condition (including environmental
considerations) may make a third party unwilling to purchase the property at a
foreclosure sale or for a price sufficient to satisfy the obligations with
respect to the related Mortgage Securities. Foreclosure laws in various states
may protract the foreclosure process. In addition, the condition of a property
may deteriorate during the pendency of foreclosure proceedings. Certain
borrowers on underlying mortgages may become subject to bankruptcy
proceedings, in which case the amount and timing of amounts due may be
materially adversely affected.

Market Factors May Limit the Company's Ability to Acquire Mortgage Assets at
Yields Which Are Favorable Relative to Borrowing Costs

The Company's net income depends, in large part, on the Company's ability to
acquire Mortgage Assets at favorable spreads over the Company's borrowing
costs. In acquiring Mortgage Assets, the Company competes with other REITs,
securities dealers, savings and loan associations, banks, mortgage bankers,
insurance companies, mutual funds, other lenders, GNMA, FNMA, FHLMC and other
entities purchasing Mortgage Assets. In addition, there are several mortgage
REITs similar to the Company, and others may be organized in the future. The
effect of the existence of additional REITs may be to increase competition for
the available supply of Mortgage Assets suitable for purchase by the Company.

In addition, in fluctuating interest rate environments, the spread between
ARM interest rates and interest rates on fixed-rate mortgage loans may
decrease, and may cease to exist or become negative. Under such conditions,
mortgagors tend to favor fixed-rate mortgage loans, thereby decreasing the
supply of ARMs available to the Company for purchase. The relative
availability of ARMs may also be diminished by a number of other market and
regulatory considerations.

Despite management's experience in the acquisition of Mortgage Assets and
its relationships with various mortgage suppliers, there can be no assurance
that the Company will be able to acquire sufficient Mortgage Assets from
mortgage suppliers at spreads above the Company's cost of funds. The Company
will also face competition for financing sources, and the effect of the
existence of additional mortgage REITs may be to deny the Company access to
sufficient funds to carry out its business strategy and/or to increase the
cost of funds to the Company.

Substantial Leverage and Potential Net Interest and Operating Losses in
Connection with Borrowings

The Company employs a financing strategy to increase the size of its
Mortgage Assets portfolio by borrowing a substantial portion (which may vary
depending upon the mix of the Mortgage Assets in the Company's portfolio and
the application of the Company's policies with respect to such mix of Mortgage
Assets) of the market value of its Mortgage Assets. If the returns on the
Mortgage Assets purchased with borrowed funds fail to cover the cost of the
borrowings, the Company will experience net interest losses and may experience
net

24
<PAGE>

losses. In addition, due to increases in haircuts (i.e., the discount from
face value applied by a lender or purchaser with respect to the Company's
Mortgage Securities), decreases in the market value of the Company's Mortgage
Assets, increases in interest rate volatility, availability of financing in
the market, circumstances then applicable in the lending market and other
factors, the Company may not be able to achieve the degree of leverage it
believes to be optimal, which may cause the Company to be less profitable than
it might be otherwise. The Company uses its Capital Allocation Guidelines
(CAG) to manage the amount of debt incurred and leverage employed in its
balance sheet. These CAG have been approved by the Board of Directors, who
also have the ability to change the CAG. See "Business--Portfolio Management--
Capital and Leverage Policies." At June 30, 1997, the Company's equity
represented 7.7% of assets.

Failure to Refinance Outstanding Borrowings on Favorable Terms May Affect
Results of Operations

Additionally, the ability of the Company to achieve its investment
objectives depends not only on its ability to borrow money in sufficient
amounts and on favorable terms but also on the Company's ability to renew or
replace on a continuous basis its maturing short-term borrowings. The
Company's business strategy relies on short-term reverse repurchase agreements
to fund Mortgage Asset originations and purchases. The Company has not at the
present time entered into any commitment agreements under which a lender would
be required to enter into new borrowing agreements during a specified period
of time; however, the Company may enter into one or more of such commitment
agreements in the future if deemed favorable to the Company. In the event the
Company is not able to renew or replace maturing borrowings, the Company could
be required to sell Mortgage Assets under adverse market conditions and could
incur losses as a result. In addition, in such event, the Company may be
required to terminate hedge positions, which could result in further costs to
the Company. An event or development such as a sharp rise in interest rates or
increasing market concern about the value or liquidity of a type or types of
Mortgage Assets in which the Company's portfolio is concentrated will reduce
the market value of the Mortgage Assets, which would likely cause lenders to
require additional collateral. At the same time, the market value of the
assets in which the Company's liquidity capital is invested may have
decreased. A number of such factors in combination may cause difficulties for
the Company, including a possible liquidation of a major portion of the
Company's Mortgage Assets at disadvantageous prices with consequent losses,
which could have a materially adverse effect on the Company's profitability
and its solvency.

A majority of the Company's borrowings are collateralized borrowings,
primarily in the form of reverse repurchase agreements and similar borrowings,
the availability of which are based on the market value of the Mortgage Assets
pledged to secure the specific borrowings, availability of financing in the
market, circumstances then applicable in the lending market and other factors.
The cost of borrowings under reverse repurchase agreements generally
corresponds to LIBOR or the Federal Funds rate plus or minus a spread,
although most of such agreements do not expressly incorporate an index. The
cost of borrowings under other sources of funding which the Company may use
may refer or correspond to other short-term indices, plus or minus a margin.
The margins on such borrowings over or under LIBOR, the Federal Funds rate or
such other short-term indices vary depending upon the lender, the nature and
liquidity of the underlying collateral, the movement of interest rates, the
availability of financing in the market and other factors. If the actual cash
flow characteristics are other than as expected, the Company may experience
reduced net interest income.

Impact of Decline in Market Value of Mortgage Assets: Margin Calls

A decline in the market value of the Company's portfolio of Mortgage Assets
may limit the Company's ability to borrow or result in lenders initiating
margin calls (i.e., requiring a pledge of cash or additional Mortgage Assets
to re-establish the ratio of the amount of the borrowing to the value of the
collateral). This remains true despite effective hedging against such
fluctuations as the hedging instruments may not be part of the collateral
securing the collateralized borrowings. Additionally, it may be difficult to
realize the full value of the hedging instrument when desired for liquidity
purposes due to the applicable REIT provisions of the Code. The Company could
be required to sell Mortgage Assets under adverse market conditions in order
to maintain liquidity. Such sales may be effected by management when deemed by
it to be necessary in order to preserve the

25
<PAGE>

capital base of the Company. If these sales were made at prices lower than the
amortized cost of the Mortgage Assets, the Company would experience losses. A
default by the Company under its collateralized borrowings could also result
in a liquidation of the collateral, including any cross-collateralized assets,
and a resulting loss of the difference between the value of the collateral and
the amount borrowed. Additionally, in the event of a bankruptcy of the
Company, certain reverse repurchase agreements may qualify for special
treatment under the Bankruptcy Code, the effect of which is, among other
things, to allow the creditors under such agreements to avoid the automatic
stay provisions of the Bankruptcy Code and to liquidate the collateral under
such agreements without delay. Conversely, in the event of the bankruptcy of a
party with whom the Company had a reverse repurchase agreement, the Company
might experience difficulty recovering the collateral subject to such
agreement if the agreement were to be repudiated and the Company's claim
against the bankrupt lender for damages resulting therefrom were to be treated
simply as one of an unsecured creditor. Should this occur, the Company's
claims would be subject to significant delay and recoveries, if and when
received, may be substantially less than the damages actually suffered by the
Company. Although the Company has entered, and intends to continue to enter,
into reverse repurchase agreements with several different parties and has
developed policies to reduce its exposure to such risks, no assurance can be
given that the Company will be able to avoid such third-party risks.

To the extent the Company is compelled to liquidate Mortgage Assets that are
Qualified REIT Assets to repay borrowings, the Company may be unable to comply
with the REIT provisions of the Code regarding assets and sources of income
requirements, ultimately jeopardizing the Company's status as a REIT. The Code
does not provide for any mitigating provisions with respect to the 30 percent
of income limit (which has been repealed effective December 31, 1997).
Accordingly, if the Company failed to meet the 30 percent of income limit for
1997, its status as a REIT would terminate automatically. Failure to maintain
REIT status would eliminate the Company's competitive advantage over non-REIT
competitors and subject the Company to federal taxation. See "Risk Factors--
Consequences of Failure to Maintain REIT Status: Company Subject to Tax as a
Regular Corporation" and "Federal Income Tax Considerations--Qualification as
a REIT--The 30 percent Limit."

Dependence on Securitization Market

Adverse changes in the securitization market could impair the Company's
ability to acquire and finance mortgage loans through securitizations on a
favorable or timely basis. Any such impairment could have a material adverse
effect upon the Company's results of operations and financial condition. In
addition, in order to gain access to the securitization market, the Company
generally expects to rely upon credit enhancements provided by one or more
monoline insurance carriers. Any substantial reductions in the size or
availability of the securitization market for the Company's loans, or the
unwillingness of insurance companies to provide credit enhancement for the
Company's Mortgage Securities could have a material adverse effect upon the
Company's results of operations and financial condition.

Lack of Loan Performance Data

The loans purchased by the Company have been outstanding for a relatively
short period of time. Consequently, the delinquency, foreclosure and loss
experience of these loans to date may not be indicative of future results. It
is unlikely that the Company will be able to sustain delinquency, foreclosure
and loan loss rates, at their present levels as the portfolio becomes more
seasoned.

Illiquidity of Investments

A substantial portion of the Company's portfolio may be invested in Mortgage
Securities for which the secondary trading market is not as well developed as
the market for certain other Mortgage Securities (or which are otherwise
considered less marketable or illiquid). In addition, the Company may invest
in Mortgage Securities which have been sold in private placements and have not
been registered under the Securities Act. Unregistered Mortgage Securities may
be subject to restrictions on resale which may limit the ability of the
Company to sell them when it might be most desirable to do so. Although the
Company expects that most of the

26
<PAGE>

Company's investments will be in Mortgage Securities for which a resale market
exists, certain of the Company's investments may lack a regular trading market
and may be illiquid. In addition, during turbulent market conditions, the
liquidity of all of the Company's Mortgage Assets may be adversely impacted.
There is no limit in the percentage of the Company's investments that may be
invested in illiquid Mortgage Assets.

Lack of Geographic Diversification

The Company seeks geographic diversification of the properties underlying
its Mortgage Assets and has established a diversification policy. See
"Business--Mortgage Lending Operation--Underwriting and Quality Control
Strategy." Nevertheless, properties underlying such Mortgage Assets may be
located in the same or a limited number of geographical regions. For example,
as of June 30, 1997, 36 percent of the Company's mortgage loan portfolio was
comprised of loans secured by California real estate. See "Business-Mortgage
Lending Operation-Underwriting and Quality Control Strategy-Geographic
Diversification." To the extent that properties underlying such Mortgage
Assets are located in the same geographical region, such Mortgage Assets may
be subject to a greater risk of default than other comparable Mortgage Assets
in the event of adverse economic, political or business developments and
natural hazard risks that may affect such region and, ultimately, the ability
of property owners to make payments of principal and interest on the
underlying mortgages.

INVESTMENT IN THE COMMON STOCK IN THE OFFERING

Restrictions on Ownership of Capital Stock: Anti-takeover Effect

Subject to the limitations set forth in the Articles Supplementary creating
the Preferred Stock, the Charter authorizes the Board of Directors to
reclassify any of the unissued shares of authorized capital stock into a class
or classes of preferred stock. The issuance of additional preferred stock
could have the effect of making an attempt to gain control of the Company more
difficult by means of a merger, tender offer, proxy contest or otherwise. The
additional preferred stock, if issued, could have a preference on dividend
payments over the Common Stock which could affect the ability of the Company
to make dividend distributions to the holders of Common Stock.

In order that the Company may meet the requirements for qualification as a
REIT at all times, the Charter prohibits any person from acquiring or holding,
directly or indirectly, shares of Capital Stock in excess of 9.8 percent in
value of the aggregate of the outstanding shares of Capital Stock or in excess
of 9.8 percent (in value or in number of shares, whichever is more
restrictive) of the aggregate of the outstanding shares of Common Stock of the
Company. For this purpose, the term "ownership" is defined in accordance with
REIT provisions of the Code and the constructive ownership provisions of
Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code.
Under such rules, for example, certain types of entities such as widely-held
corporations may hold in excess of the 9.8 percent limit because shares held
by such entities are attributed to such entities' stockholders. Conversely,
shares of Capital Stock owned or deemed to be owned by a person who
individually owns less than 9.8 percent of the shares outstanding may
nevertheless be in violation of the ownership limitations set forth in the
Charter if, under certain circumstances, shares owned by others (such as
family members or partners) are attributed to such individual. See "Federal
Income Tax Considerations--Qualification as a REIT--Ownership of Stock." The
Charter further prohibits (1) any person from beneficially or constructively
owning shares of Capital Stock that would result in the Company being "closely
held" under Section 856(h) of the Code or otherwise cause the Company to fail
to qualify as a REIT, and (2) any person from transferring shares of Capital
Stock if such transfer would result in shares of Capital Stock being owned by
fewer than 100 persons. If any transfer of shares of Capital Stock occurs
which, if effective, would result in any person beneficially or constructively
owning shares of Capital Stock in excess or in violation of the above transfer
or ownership limitations, then that number of shares of Capital Stock the
beneficial or constructive ownership of which otherwise would cause such
person to violate such limitations (rounded to the nearest whole shares) shall
be automatically transferred to a trustee (the "Trustee") as trustee of a
trust (the "Trust") for the exclusive benefit of one or more charitable
beneficiaries (the "Charitable Beneficiary"), and the intended transferee
shall not acquire any rights in such shares. See "Description of Capital
Stock--Repurchase of Shares and Restriction on Transfer."

27
<PAGE>

Every owner of more than 5 percent (or such lower percentage as required by
the Code or the regulations promulgated thereunder) of all classes or series
of the Company's stock, within 30 days after the end of each taxable year, is
required to give written notice to the Company stating the name and address of
such owner, the number of shares of each class and series of stock of the
Company beneficially owned and a description of the manner in which such
shares are held. Each such owner shall provide to the Company such additional
information as the Company may request in order to determine the effect, if
any, of such beneficial ownership on the Company's status as a REIT and to
ensure compliance with the ownership limitations.

Subject to certain limitations, the Board of Directors may increase or
decrease the ownership limitations. In addition, to the extent consistent with
the REIT provisions of the Code, the Board of Directors may waive the
ownership limitations for and at the request of individual investors.

The provisions described above may inhibit market activity and the resulting
opportunity for the holders of the Company's Capital Stock and Warrants to
receive a premium for their Securities that might otherwise exist in the
absence of such provisions. Such provisions also may make the Company an
unsuitable investment vehicle for any person seeking to obtain ownership of
more than 9.8 percent of the outstanding shares of Capital Stock.

In addition, certain provisions of the Maryland General Corporation Law
relating to "business combinations" and a "control share acquisition" and of
the Charter and Bylaws (e.g., staggered terms for directors) may also have the
effect of delaying, deterring or preventing a takeover attempt or other change
in control of the Company which would be beneficial to shareholders and might
otherwise result in a premium over then prevailing market prices. See
"Management" and "Description of Capital Stock."

Effect on Stockholders of Potential Future Offerings

The Company expects in the future to increase its capital resources by
making additional offerings of equity and debt securities, including classes
of preferred stock, Common Stock, commercial paper, medium-term notes,
mortgage-backed obligations and senior or subordinated debt. All debt
securities and classes of preferred stock will be senior to the Common Stock
in the event of a liquidation of the Company. Additional equity offerings may
dilute the equity of stockholders of the Company or reduce the price of shares
of the Company's Common Stock, or both. The Company is unable to estimate the
amount, timing or nature of additional offerings as they will depend upon
market conditions and other factors.

Absence of Active Public Trading Market

There is currently no trading market for the Common Stock and there can be
no assurance that an active trading market for the Common Stock will develop.
Although the Common Stock is expected to be approved for quotation on the
Nasdaq National Market, there can be no assurance that an active public
trading market for the Common Stock will develop after this Offering or that,
if developed, it will be sustained. The initial public offering price of the
Common Stock offered hereby was determined by negotiations among the Company
and representatives of the Underwriters and may not be indicative of the price
at which the Common Stock will trade after the Offering. See "Underwriting."
Consequently, there can be no assurance that the market price for the Common
Stock will not fall below the initial public offering price.

Possible Volatility of Stock Price

In the event an active trading market for the Common Stock does develop, the
market price of the Common Stock may experience fluctuations unrelated to the
operating performance of the Company. In particular, the price of the Common
Stock may be affected by general market price movements as well as
developments specifically related to the specialty finance industry such as
interest rate movements and credit quality trends.

In the event that an active trading market for the Common Stock does
develop, it is likely that the market price of the Common Stock will be
influenced by any variation between the net yield on the Company's

28
<PAGE>

Mortgage Assets and prevailing market interest rates and by the markets
perception of the Company's ability to achieve earnings growth. The Company's
earnings will be derived primarily from any positive spread between the yield
on the Company's Mortgage Assets and the cost of the Company's borrowings.
During the period immediately following the receipt by the Company of new
proceeds from an offering or other source, prior to the time the Company has
fully implemented its financing strategy to employ those proceeds, the
Company's earnings and levels of dividend distributions may be lower than if
the financing strategy were fully implemented, which may affect the market
value of the Common Stock. In addition, the positive spread between the yield
on the Company's Mortgage Assets and the cost of borrowings will not
necessarily be larger in high interest rate environments than in low interest
rate environments regardless of the Company's business strategy to achieve
such result. Accordingly, in periods of high interest rates, the net income of
the Company and, therefore, the dividend yield on the Common Stock may be less
attractive compared with alternative investments, which could negatively
impact the price of the Common Stock. If the anticipated or actual net yield
on the Company's Mortgage Assets declines or if prevailing market interest
rates rise, thereby decreasing the positive spread between the net yield on
the Mortgage Assets and the cost of the Company's borrowings, the market price
of the Common Stock may be materially adversely affected. In addition, if the
market price of other REIT stocks decline for any reason, or there is a broad-
based decline in real estate values or in the value of the Company's portfolio
of Mortgage Assets, the market price of the Common Stock may be adversely
affected. During any period when the market price of the Common Stock has been
adversely affected due to any of the foregoing reasons, the liquidity of the
Common Stock may be negatively impacted and stockholders who may desire or be
required to sell their Common Stock may experience losses.

Securities Eligible for Future Sale

Following the closing of this Offering (and assuming that the Underwriters'
over-allotment option is not exercised), there will be outstanding 6,766,665
shares of Common Stock and 3,649,999 Warrants, of which (i) 3,000,000 shares
of Common Stock are being offered hereby (ii) 3,549,999 shares of Common
Stock, together with 3,649,999 Warrants and a like number of shares of Common
Stock issuable upon exercise of those Warrants, will be covered by the Shelf
Registration Statement and (iii) 216,666 shares of Common Stock are not being
offered in this Offering or under the Shelf Registration Statement. The
3,549,999 shares of Common Stock, 3,649,999 Warrants, together with the Common
Stock issuable pursuant to the exercise of the 3,649,999 outstanding Warrants
set forth in (ii) above, may be sold without restriction upon effectiveness of
the Shelf Registration Statement (subject to a 90-day "lock-up" period
following the closing of this Offering), subject to certain restrictions. The
216,666 shares of Common Stock not being offered in this Offering or under the
Shelf Registration Statement, are "restricted securities" within the meaning
of Rule 144 ("Rule 144") under the Securities Act. Such restricted securities
will be available for resale pursuant to Rule 144 following a holding period
ending one year from the date of issuance, subject to the volume limitations
imposed by Rule 144 and, unless held by affiliates of the Company, will become
unrestricted two years from the date of issuance. Future sales of restricted
securities could have an adverse effect on the market price of the Common
Stock. The holders of the currently restricted shares of Common Stock have
certain registration rights with respect to such shares. See "Description of
Capital Stock--Registration Rights."

As of June 30, 1997, options to purchase 334,332 shares of Common Stock were
outstanding under the Company's Stock Option Plan, which will vest on various
dates extending through September 1, 2000. The Company will file a Form S-8
registration statement approximately 90 days following the effective date of
this Offering to permit shares issued pursuant to the exercise of options to
be sold.

Immediate Dilution

The initial public offering price is higher than the net tangible book value
per share of Common Stock in this Offering. Investors purchasing shares of
Common Stock in the Offering will be subject to immediate dilution of $3.22
per share in net tangible book value. See "Dilution."

29
<PAGE>

THE COMPANY

The Company was founded by Scott Hartman and Lance Anderson, the founders,
and incorporated in the State of Maryland on September 13, 1996 and has
elected to be a REIT for federal income tax purposes. As a result of its REIT
status, The Company will be permitted to deduct dividend distributions to
stockholders, thereby effectively eliminating the "double taxation" that
generally results when a corporation earns income and distributes that income
to stockholders in the form of dividends. See "Federal Income Tax
Considerations--Taxation of the Company."

Holding was incorporated in the State of Delaware on February 6, 1997. One
hundred percent of the voting common stock of Holding is owned equally by the
Company's founders. See "Management." The Company owns one hundred percent of
the preferred stock of Holding, for which it receives 99 percent of dividends
paid by Holding. As currently structured, Holding exists solely for the
purpose of owning NovaStar Mortgage. NovaStar Mortgage was incorporated in the
State of Virginia on May 16, 1996 and is a wholly-owned subsidiary of Holding.
Although NovaStar Mortgage was formed in 1996, substantial operations did not
commence until January 1997.

The basic function of the Company is to manage its Mortgage Assets. NovaStar
Mortgage serves as a source for loan origination--a primary source of Mortgage
Assets for the Company. In addition, NovaStar Mortgage will service loans
owned by the Company. Through September 30, 1997, all loans originated by
NovaStar Mortgage were sold to the Company and the Company has the contractual
right to continue to acquire the same. See "Certain Transactions."

The Company is self-advised and self-managed. Management oversees the day-
to-day operations of the Company, subject to supervision by the Company's
Board of Directors. The management team of the Company has considerable
expertise in the origination, acquisition and management of mortgage loans and
Mortgage Assets and asset/liability management. See "Management." The
principal executive offices of the Company are at 1900 W. 47th Place, Suite
205, Westwood, Kansas 66205, telephone (913) 362-1090. Principal offices for
the Company's mortgage lending operations are in Irvine, California.

USE OF PROCEEDS

The net proceeds of this Offering are estimated to be $46,930,000, assuming
a public offering price of $17.00 per share and that the Underwriters' over-
allotment option is not exercised and $54,044,500 if the underwriters'
overallotment is exercised in full. The Company anticipates using
approximately 90 percent of the net proceeds from this Offering to fund the
acquisition of the wholesale loan production of NovaStar Mortgage and the
acquisition of Mortgage Securities, in accordance with its business
strategies. The remaining 10 percent of the net proceeds will be used for
working capital and general corporate purposes. If the over-allotment option
is exercised, these funds will be used to fund the acquisition of wholesale
loans and Mortgage Securities. Pending these uses, the net proceeds may be
temporarily invested to the extent consistent with the REIT provisions of the
Code, or alternatively, may be used to temporarily pay down warehouse
borrowing facilities. The Company anticipates that it will fully invest the
net proceeds of this Offering in Mortgage Assets as soon as reasonably
practicable after the closing of this Offering. The Company has not
specifically identified any Mortgage Assets in which to invest the net
proceeds of this Offering.

30
<PAGE>

DIVIDEND POLICY AND DISTRIBUTIONS

The Company generally intends to distribute substantially all of its taxable
income each year (which does not ordinarily equal net income as calculated in
accordance with GAAP) to its stockholders so as to comply with the REIT
provisions of the Code. The Company intends to make dividend distributions
quarterly. The Company intends to distribute any taxable income remaining after
the distribution of the final regular quarterly dividend each year together
with the first regular quarterly dividend payment of the following taxable year
or in a special dividend distributed prior thereto. The dividend policy is
subject to revision at the discretion of the Board of Directors. All
distributions will be made by the Company at the discretion of the Board of
Directors and will depend on the taxable income of the Company, the financial
condition of the Company, maintenance of REIT status and such other factors as
the Board of Directors deems relevant. See "Federal Income Tax Considerations--
Qualification as a REIT--Distributions."

Distributions to stockholders will generally be subject to tax as ordinary
income, although a portion of such distributions may be designated by the
Company as capital gain or may constitute a tax-free return of capital. The
Company generally does not intend to declare dividends that would result in a
return of capital. The Company will annually furnish to each of its
stockholders a statement setting forth distributions paid during the preceding
year and their characterization as ordinary income, capital gains, or return of
capital. For a discussion of the federal income tax treatment of distributions
by the Company, see "Federal Income Tax Considerations--Taxation of the
Company's Stockholders."

DIVIDEND REINVESTMENT PLAN

The Company expects to adopt a dividend reinvestment plan ("DRP") for
stockholders who wish to reinvest all or part their distributions in additional
shares of Common Stock. Generally, under a DRP dividends paid with respect to
shares of Capital Stock are automatically invested in additional shares of
Common Stock at a discount to the then current market price.

31
<PAGE>

DILUTION

The net tangible book value of the Company as of June 30, 1997 was $46.3
million, or $12.29 per share of Common and Preferred Stock. Net tangible book
value per share represents the total tangible assets of the Company, reduced
by the amount of its total liabilities, and divided by the number of shares of
Common and Preferred Stock outstanding as of that date. The following
calculations include 216,666 Units issued to the founders acquired with
forgivable debt, assumed to be for no consideration.

After giving effect to the net proceeds from the sale of Common Stock
offered hereby at an assumed initial public offering price of $17.00 per
share, and assuming full conversion of the Preferred Stock and no exercise of
Warrants or options to acquire Common Stock, the pro forma net tangible book
value of the Company as of June 30, 1997 would have been $93,222,000 or $13.78
per share of Common Stock. This represents an immediate dilution of $3.22 per
share to new investors purchasing Common Stock at $17.00 per share.

The following table illustrates the per share dilution in net tangible book
value to new investors as of June 30, 1997.

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............... $17.00
Net tangible book value per share before this Offering........ $12.29
Increase attributable to purchase of Common Stock by new
investors in this Offering................................... 1.49
------
Pro forma net tangible book value per share of Common Stock
after giving effect to the consummation of this Offering..... $13.78 13.78
====== ------
Dilution of net tangible book value per share to investors in
this Offering................................................ $ 3.22
======
</TABLE>

The above calculations assume no exercise of the Warrants or any outstanding
options to acquire Common Stock. As of June 30, 1997, options to acquire
10,000 shares of Common Stock were outstanding at an exercise price of $0.01
per share and options to acquire 35,000 shares of Common Stock were
outstanding at an exercise price of $1.06 per share, which options vested 25
percent in 1997 and will vest 25 percent on each anniversary of such date
thereafter. Options to purchase an additional 289,332 shares of Common Stock
granted to founders at an exercise price of $15.00 per share vest upon closing
of this Offering. If all of the Warrants and options are exercised upon
vesting, dilution to investors in this Offering would be $2.83.

The following table summarizes on a pro forma basis as of June 30, 1997 the
differences between the total consideration paid and the average price per
share of Common Stock paid by the existing stockholders prior to the Private
Placement, by the investors in the Private Placement and by the new investors
in this Offering (assuming an initial public offering price of $17.00 per
share), assuming full conversion of the Preferred Stock and no exercise of the
Warrants or options to acquire Common Stock:

<TABLE>
<CAPTION>
SECURITIES PURCHASED TOTAL CONSIDERATION
------------------------------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
<S> <C> <C> <C> <C> <C>
Existing Common
Stockholders........... 216,666 3.2 $ 2,167 -- $ 0.01
Private Placement
investors(1)........... 3,549,999 52.5 49,999,995 49.5 14.08
New investors in this
Offering............... 3,000,000 44.3 51,000,000 50.5 17.00
------------ -------- ------------ -----
Total............... 6,766,665 100.0 $101,002,162 100.0 $14.93
============ ======== ============ ===== ======
</TABLE>
- --------
(1) Includes 216,666 Units issued to the founders acquired with forgivable
debt, assumed to be for no consideration. See "Management--Executive
Compensation."

32
<PAGE>

CAPITALIZATION

The table below sets forth the capitalization of the Company as of June 30,
1997 and as adjusted to give effect to the sale by the Company of 3,000,000
shares of Common Stock offered hereby and the conversion of all outstanding
Preferred Stock into Common Stock.

<TABLE>
<CAPTION>
AS OF JUNE 30, 1997
-----------------------------
ACTUAL AS ADJUSTED(1)(2)(3)
(IN THOUSANDS)
<S> <C> <C>
STOCKHOLDERS' EQUITY:
Capital stock, $0.01 par value, 50,000,000
shares authorized:
Convertible preferred stock; 3,549,999
(actual) and 0 (as adjusted) shares issued
and outstanding........................... $ 36 $ --
Common Stock; 216,666 (actual) and
6,766,665 (as adjusted) shares issued and
outstanding............................... 2 68
Additional paid-in capital(4)............... 49,862 96,762
Accumulated deficit......................... (1,535) (1,535)
Net unrealized gain on available-for-sale
securities................................. 1,367 1,367
Forgivable notes receivable from founders... (3,395) (3,395)
------- -------
Total.................................... $46,337 $93,267
======= =======
</TABLE>
- --------
(1) Does not include 334,332 shares of Common Stock options granted under
Company's Stock Option Plan, of which 309,332 have been granted to
executive officers and directors of the Company. See "Management--
Executive Compensation."
(2) Assumes that no Warrants are exercised, that the Underwriters over-
allotment options is not exercised and that the underwriting discounts and
other offering expenses total $4,070,000.
(3) Assumes conversion of all Preferred Stock into Common Stock. Conversion is
automatic upon closing of the Offering.
(4) Based on an assumed initial public offering price of $17.00.

33
<PAGE>

SELECTED FINANCIAL AND OTHER DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The following selected financial data are derived from the audited financial
statements of the Company for the periods presented and should be read in
conjunction with the more detailed information therein and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere in this Prospectus. Operating results for the six months
ended June 30, 1997 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1997.

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED FOR THE PERIOD ENDED
JUNE 30, 1997 DECEMBER 31, 1996(1)
------------------------ --------------------
<S> <C> <C>
STATEMENT OF OPERATIONS DATA
Interest income................. $ 9,320 $ 155
Interest expense................ 6,438 --
Net interest income............. 2,882 155
Provision for credit losses..... 718 --
Net interest income after
provision for credit losses.... 2,164 155
Equity in loss of NFI Holding
Corporation.................... (432) --
General and administrative
expenses....................... 2,679 457
Net loss........................ (879) (302)
Pro forma net loss per
share(2)....................... (0.21) (0.07)
<CAPTION>
AS OF AS OF
JUNE 30, 1997 DECEMBER 31,1996
------------------------ --------------------
<S> <C> <C>
BALANCE SHEET DATA
Mortgage assets:
Mortgage securities............. $284,348 $13,239
Mortgage loans.................. 303,732 --
Total assets.................... 601,685 59,796
Repurchase agreements........... 540,040 --
Stockholders' equity............ 46,337 46,365
<CAPTION>
AS OF OR FOR AS OF OR FOR
THE SIX MONTHS ENDED THE PERIOD ENDED
JUNE 30, 1997 DECEMBER 31, 1996(1)
------------------------ --------------------
<S> <C> <C>
OTHER DATA
Aquisition of wholesale loan
production of NovaStar
Mortgage:
Principal at funding............ $ 90,380 --
Average principal balance per
loan........................... $ 157 --
Weighted average interest rate:
Adjustable rate mortgage
loans......................... 10.0% --
Fixed rate mortgage loans...... 10.6% --
Loans with prepayment
penalties...................... 82% --
Weighted average prepayment
penalty period (in years)...... 2.7 --
Loans purchased in bulk:
Principal at purchase........... $207,240 --
Average principal balance per
loan........................... $ 106 --
Weighted average interest rate:
Adjustable rate mortgage
loans......................... 9.6% --
Fixed rate mortgage loans...... 10.5% --
Loans with prepayment
penalties...................... 54% --
Weighted average prepayment
penalty period (in years)...... 3.0 --
Net interest spread............. 1.77% --
Net yield....................... 2.51% --
Return on assets................ (0.29)% (1.69)%
Return on equity................ (3.79)% (2.18)%
Taxable income (loss)........... $ 365 $ (173)
Taxable income (loss) per
preferred share................ $ 0.10 $ (0.05)
Dividends per preferred
share(3)....................... $ 0.10 --
Number of account executives.... 17 --
</TABLE>
- --------
(1) The Company was formed on September 13, 1996. Operations began in
substance after the Private Placement, which closed on December 9, 1996.
(2) Pro forma net loss per share is based on the weighted average shares of
Common Stock and Preferred Stock outstanding, and includes the effect of
warrants and options using the treasury stock method.
(3) No dividends have been declared on the Common Stock. The level of
quarterly dividends is determined by the Board of Directors based upon
its consideration of a number of factors and should not be deemed
indicative of taxable income for the quarter in which declared or future
quarters, or of income calculated in accordance with GAAP. See "Dividend
Policy and Distributions."

34
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the preceding
Selected Financial and Other Data and the Company's Financial Statements and
the Notes thereto, included elsewhere in this Prospectus.

OVERVIEW

The Company is a specialty finance company engaged in the business of
acquiring primarily single family residential subprime mortgage loans. See
"Risk Factors--Subprime Mortgage Banking Industry." The Company was
incorporated on September 13, 1996. Through a Private Placement, the Company
raised $47 million in December 1996, allowing the Company to commence
operations. Investments earned $155,000, while general and administrative
costs were $457,000, resulting in a net loss of $302,000 during the period
from inception to December 31, 1996. Those operating results are not
meaningful to the on-going operations of the Company. The asset size of the
Company has grown since the initial capitalization to a total of $602 million
as of June 30, 1997. The 1997 operating results and financial condition of the
Company reflect this growth and should be interpreted accordingly.

The Company owns 100 percent of the preferred stock of Holding for which it
receives 99 percent of any dividends paid by Holding. See "Prospectus
Summary--Organizational Structure." The founders of the Company own the voting
common stock of Holding. NovaStar Mortgage is a wholly owned subsidiary of
Holding. Certain key officers of the Company serve as officers of Holding and
NovaStar Mortgage and the founders are the only members of the Board of
Directors of Holding and NovaStar Mortgage. The Company accounts for its
investment in Holding using the equity method.

The primary business of NovaStar Mortgage is to originate and service
subprime mortgage loans. Through June 30, 1997, the Company has purchased all
loans originated by NovaStar Mortgage. NovaStar Mortgage services the loan
portfolio of the Company. See "Certain Transactions" and Note 9 to the
Company's financial statements.

The Company generates income principally from the earnings on its Mortgage
Assets. The Company uses a combination of equity and borrowings to finance the
acquisition of its Mortgage Assets. The Board of Directors has established
Capital Allocation Guidelines ("CAG") which assist management in assessing the
appropriate combination of equity and debt financings. The CAG are intended to
keep the Company properly leveraged by (i) matching the amount of leverage
allowed to the riskiness (return and liquidity) of an asset and (ii)
monitoring the credit and prepayment performance of each investment to adjust
the required capital. Until the Company is fully leveraged, the Company will
not reach its full earnings potential. Since inception, the Company has used
less debt financing than the maximum allowed under the CAG as it has reserved
the use of equity funding for future loan originations.

A significant portion of the Company's Mortgage Assets earn adjustable
interest rates based on short-term interest rates. All of the Company's
borrowings bear short-term rates of interest. As a result, net interest income
depends on prevailing market rates, as well as the volume of interest-earning
assets and interest-bearing liabilities. Increases in short-term interest
rates will generally increase the yields on Mortgage Assets and the costs of
borrowings. However, to the extent that borrowing costs adjust at different
times or amounts relative to the yield on the Mortgage Assets, the Company is
subject to interest rate risk. When the costs of borrowings increase more
rapidly than yields on assets, net interest income may be reduced. Conversely,
decreases in short-term rates may decrease the interest cost on the Company's
borrowings more rapidly than the yields on assets causing an increase in net
interest income. Management monitors and aggressively manages interest rate
risk. However, the Company's portfolio cannot be completely hedged against
changing interest rates. See "Business--Portfolio Management--Interest Rate
Risk Management."

A significant component of the operations of the Company is the equity in
the loss of the unconsolidated subsidiary, which includes the results of
NovaStar Mortgage. Many costs of NovaStar Mortgage are directly

35
<PAGE>

related to building the infrastructure necessary to support its wholesale loan
production, which has grown from a monthly total of $2.9 million in February
1997 to a monthly total of $28.5 million in June 1997. Revenue on these loans
will be realized or recognized in future periods as the Company holds the
mortgage loans and earns interest income. As a result, during the first six
months of 1997, the Company's operating results reflect the substantial costs
related to building the its infrastructure and have exceeded the income from
the Company's portfolio of Mortgage Assets. Management believes that
infrastructure will allow NovaStar Mortgage to originate Mortgage Assets at
favorable prices compared to those which could be acquired in the secondary
market. Loans originated by NovaStar Mortgage are generally sold to the
Company at prices approximating cost to NovaStar Mortgage and, accordingly,
NovaStar Mortgage does not Realize Significant gains on sales of loans.

The Company's borrowers generally have substantial equity in the property
securing the loan, but have impaired or limited credit profiles or higher
debt-to-income ratios than traditional mortgage lenders allow. The Company's
borrowers also include individuals who, due to self-employment or other
circumstances, have difficulty verifying their income, as well as individuals
who prefer the prompt and personalized service provided by the Company.
Because these borrowers typically use the proceeds of the loan to consolidate
and refinance debt, and to finance home improvements, education and other
consumer needs, it is expected that the volume of loans originated by NovaStar
Mortgage will be less dependent on the general level of interest rates or home
sales and therefore less cyclical than conventional mortgage lending.

Principally through the mortgage lending operation of NovaStar Mortgage, the
Company will continue adding interest-earning assets to its balance sheet.
Management projects that, at or near the completion of this Offering, the
Company will have reached the maximum level of interest-earning assets for the
debt/equity mix allowed under its CAG. Securing additional capital allows the
Company to further develop and grow its balance sheet. The Company is seeking
to increase its capital base by issuing shares of Common Stock in this
Offering. Capital will, in the short term, be used to retire certain
borrowings. In the long term, the proceeds from the Offering will be used
primarily to acquire additional Mortgage Assets. Upon completion of the
Offering, the Company expects to be able to continue adding interest-earning
assets to more effectively utilize the Company's human and other resources.

FORGIVABLE NOTES RECEIVABLE FROM FOUNDERS

The Company's founders, Messrs. Hartman and Anderson, received 216,666 Units
upon closing of the Private Placement. Payment for these Units was made by the
founders delivering to the Company forgivable promissory notes. Payment of the
original principal on these notes will be forgiven if certain incentive
performance targets are achieved. One tranche will be forgiven for each fiscal
period that the Company generates a total return to investors in the Private
Placement of 15 percent. All tranches will be forgiven when the Company has
generated a 100 percent return. As of June 30, 1997, the aggregate amount
receivable from founders was $3,395,000, of which $145,000 is accrued
interest. See Note 7 to the financial statements. The incentive tests relate
to the total return generated to investors in the Private Placement. Total
return includes the appreciation of the Company's stock price and dividends
paid. In the event the incentive tests are reached during 1997, one or more of
the tranches of the forgivable notes could be forgiven, resulting in
compensation expense during the 1997 fourth quarter. Management estimates that
if one or more of the tranches are forgiven in 1997, the resulting recognition
of compensation expense could have a material effect on the Company's results
of operations for that period, including resulting in a net loss for the
quarter, and possibly for the 1997 fiscal year. See "Management--Executive
Compensation."

FINANCIAL CONDITION AS OF JUNE 30, 1997

During the first half of 1997, the Company added over $200 million in
mortgage loans to the balance sheet through the purchase of bulk pools of
loans originated by other mortgage lenders. In addition the Company has
purchased all loans orginated by NovaStar Mortgage. During February 1997,
NovaStar Mortgage originated its first wholesale production loans. From that
time until June 30, 1997 NovaStar Mortgage has originated 577 wholesale
production loans with an aggregate principal amount of $90 million. Table I
summarizes the Company's loan originations and bulk acquisitions by month.

36
<PAGE>

TABLE I

WHOLESALE LOAN ORIGINATIONS(1) AND ACQUISITIONS
SIX MONTHS ENDED JUNE 30, 1997 (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
WHOLESALE ORIGINATIONS(1) BULK ACQUISITIONS TOTAL
---------------------------- ------------------ ------------------
NUMBER PRINCIPAL NUMBER PRINCIPAL NUMBER PRINCIPAL
OF LOANS AMOUNT OF LOANS AMOUNT OF LOANS AMOUNT
<S> <C> <C> <C> <C> <C> <C>
January................. -- $ -- 851 $ 94,710 851 $ 94,710
February................ 17 2,941 376 41,784 393 44,725
March................... 51 9,747 195 20,938 246 30,685
April................... 132 19,219 427 39,753 559 58,972
May..................... 173 29,964 103 10,055 276 40,019
June.................... 204 28,509 -- -- 204 28,509
---------- -------------- ----- -------- ----- --------
Total................. 577 $ 90,380 1,952 $207,240 2,529 $297,620
========== ============== ===== ======== ===== ========
</TABLE>
- --------

(1) Loans originated by NovaStar Mortgage and purchased by the Company.

Further details regarding mortgage loans outstanding as of June 30, 1997 are
given in various sections of "Business" and in Note 3 to the Company's
financial statements.

As an alternative investment while NovaStar Mortgage's wholesale production
has been growing, the Company has been an active investor in Mortgage
Securities issued by government-sponsored entities. During the six months
ended June 30, 1997, the Company acquired securities with an aggregate cost of
$378.5 million and sold securities with an aggregate carrying value, at the
time of sale, of $99.8 million. Proceeds from these sales were reinvested in
other Mortgage Securities issued by government-sponsored entities, deemed by
the Company to be preferable under its asset liability management strategy. As
of June 30, 1997, Mortgage Securities totaled $284.3 million. Details of
Mortgage Securities are provided in Note 2 to the Company's financial
statements.

Loans originated through the lending operations of NovaStar Mortgage have
typically been funded through NovaStar Mortgage's $50 million mortgage loan
warehouse agreement with First Union National Bank. The Company has a $300
million master repurchase agreement with Merrill Lynch Mortgage Capital, Inc.
and Merrill Lynch Credit Corporation to fund acquisitions of Mortgage loans.
During the first half of 1997, funds borrowed under this agreement were used
to acquire some of the largest pools of mortgage loans acquired by the
Company. Funds borrowed against the master repurchase agreement are also used
to buy loans from NovaStar Mortgage, which in turn pays down advances under
its warehouse line of credit to free its use for further wholesale production.
Management expects to continue using this method for the short-term financing
of its mortgage lending operations.

Acquisitions of agency-issued Mortgage Securities by the Company have been
financed by using individual assets as collateral for repurchase agreements.
These agreements have been executed with a number of reputable securities
dealers. Management expects to continue to finance the acquisition of Mortgage
Securities using this method.

Under the terms of all financing arrangements, lending institutions require
"over-collateralization" from the Company. The value of the collateral
generally must exceed the allowable borrowing by two to five percent. As a
result, the Company must have resources available to cover this "haircut."
Proceeds from the Private Placement have been used for such purpose. Proceeds
from future capital issuances, including this Offering, will also be used in
this manner.

Amounts outstanding under the Company's borrowing arrangements aggregated
$540.0 million as of June 30, 1997. Details of these borrowings are included
in Note 4 to the Company's financial statements. In addition, as of June 30,
1997 the Company had $14.1 million due to NovaStar Mortgage for the purchase
of mortgage loans.

37
<PAGE>

The Company expects to make a regular practice of aggregating substantially
all of its outstanding mortgage loans to serve as collateral for the issuance
of its own collateralized mortgage obligations ("CMOs"). Proceeds from issuing
CMOs will be used to repay amounts borrowed master repurchase agreements. This
will free those facilities for further asset acquisitions.

The Company intends to structure these transactions as financing
arrangements, as opposed to sales of mortgage loans. See "Business--Portfolio
Management--Mortgage Loans held as Collateral for Structured Debt." As a
result, the consummation of these transactions will not significantly alter
the financial position of the Company. Although the Company may experience
some change in its overall financing costs through issuing CMOs, management
does not expect the impact to the results of operations for the Company to be
significant.

CMO offerings will be credit enhanced in two ways. CMOs will be over-
collateralized in the amount of approximately two to five percent, meaning
that the unpaid principal on the underlying collateral will be approximately
102 to 105 percent of the debt issued. Overcollaterization provides assurance
to the debt-holders that the collateral underlying the debt securities will be
sufficient to cover debt obligations. Also, the Company will buy insurance to
guarantee, in the event of default, that the Company's CMO obligations will be
met.

The Company issued its first CMO during October 1997 in a private
transaction in which approximately $275 million in mortgage loans serve as
collateral for debt issued with a face amount of $265 million. See note 12 to
the Company's financial statements.

RESULTS OF OPERATIONS--SIX MONTHS ENDED JUNE 30, 1997

Net Interest Income

Table II presents a summary of the average interest-earning assets, average
interest-bearing liabilities, and the related yields and rates thereon for the
six months ended June 30, 1997.

Interest Income. The Company had average interest-earning assets of $229.7
million during the six months ended June 30, 1997. Of these, $63.0 million
were Mortgage Securities, and $166.6 million were mortgage loans. During the
period, mortgage securities earned $2.2 million, or a yield of 7.1 percent,
while mortgage loans earned $7.1 million, or a yield of 8.5 percent. In total,
the Company earned $9.3 million, or a yield of 8.1 percent.

A substantial portion of the mortgage loans owned by the Company have
interest rates that fluctuate with short-term market interest rates. However,
many of these mortgage loans have initial coupons lower than market rates
("teaser" rates). As a result, during the first six months of 1997, the
assets, collectively, have not adjusted upward to their full potential coupon
rate. The effect of this is a temporary lower rate and lower interest yield to
the Company. As these assets "season," they should increase to their higher
rates and result in higher yields.

The Company acquires substantially all of its mortgage loans at a premium.
Such premiums are amortized as a reduction of interest income over the
estimated lives of the assets. If mortgage principal repayment rates
accelerate, the Company will recognize more premium amortization, thereby
reducing the effective yield on the assets. Decelerating repayment rates will
have the opposite effect on asset yields. To mitigate the effect of
prepayments, the Company generally strives to acquire mortgage loans that have
some form of prepayment penalty. Of all the loans originated during the six
months ended June 30, 1997, 82 percent had prepayment penalties for at least
the first two years of the loan. Fifty-four percent of the loans acquired
through bulk purchases by the Company had prepayment penalties. For loans with
prepayment penalties the weighted average prepayment penalty period is 2.7
years for mortgage loans originated by NovaStar Mortgage and 3.0 years for
those acquired through bulk purchases.

As noted above, interest income is a function of volume and rates.
Management expects the asset portfolio to continue to increase through its
wholesale loan origination operation. Management will continue to monitor the
markets for Mortgage Securities and whole loan mortgage pools and will acquire
Mortgage Assets that are appropriate for its overall asset/liability strategy.
Increasing volume of assets will cause future increases in interest income,
while declining balances will reduce interest income. Market interest rates
will also affect future interest income.

38
<PAGE>

Interest Expense. The cost of borrowed funds for the Company was $6.4
million during the six months ended June 30, 1997. Advances under the master
repurchase agreement bear interest at rates based on LIBOR, plus a spread.
During the six months ended June 30, 1997, one month LIBOR averaged 5.6
percent. As with interest income, the Company's cost of funds in the future
will largely depend on market conditions, most notably levels of short-term
interest rates. Rates on other borrowings generally fluctuate with short-term
market interest rates, such as LIBOR or the Federal Funds rate.

TABLE II
INTEREST ANALYSIS
SIX MONTHS ENDED JUNE 30, 1997 (DOLLAR AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
INTEREST ANNUAL
AVERAGE INCOME/ YIELD/
BALANCE EXPENSE RATE
<S> <C> <C> <C>
ASSETS
Mortgage securities.............................. $ 63,025 $2,241 7.11%
Mortgage loans................................... 166,644 7,079 8.50
-------- ------
Total interest-earning assets................... $229,669 9,320 8.12
========
LIABILITIES
Master repurchase agreement...................... $132,937 4,359 6.56
Other repurchase agreements...................... 56,226 1,637 5.82
Other borrowings (1)............................. 13,711 442 6.44
-------- ------
Total borrowings................................ $202,874 6,438 6.35
======== ------
Net interest income............................... $2,882
======
Net interest spread............................... 1.77%
====
Net yield......................................... 2.51%
====
</TABLE>
--------

(1) Represents borrowings of NovaStar Mortgage and interest paid
thereon. The Company reimburses interest expenses incurred by
NovaStar Mortgage under the terms of an Administrative Services
Outsourcing Agreement. See Note 9 to the financial statements.

Net Interest Income and Spread. Net interest income during the first six
months of 1997 was $2.9 million, or 2.51 percent of average interest-earning
assets. Net interest spread, the difference between the annual yield earned on
interest-earning assets and the rate paid on borrowings, for the Company was
1.77 percent during the six months ended June 30, 1997. Net interest income
and the spread are functions of the yield of the Company's assets relative to
its costs of funds. During the first half of 1997, the cost of funds was
relatively low and stable. The low cost of funds offset, to some degree, the
lower yield on the assets due to their teaser rates, as discussed above. In
addition, the Company has entered into interest rate agreements to mitigate
the exposure to variations in interest rates on interest-earning assets that
are different from the variations in interest incurred on borrowings. The
volume of assets and liabilities and how well the Company manages the spread
between earnings on assets and the cost of funds will dictate future net
interest income.

Impact of Interest Rate Agreements. During the six months ended June 30,
1997, the Company entered into interest rate agreements designed to mitigate
exposure to interest rate risk. See "Business--Portfolio Management." Two of
these agreements are interest rate cap agreements, with a combined notional
amount of $75 million, which require the Company to pay a monthly fixed
premium while allowing the Company to receive a rate that adjusts with LIBOR,
when rates rise above a certain agreed-upon rate. The other agreements are
simple fixed to floating interest rate swaps with an aggregate notional amount
of $191 million. These agreements are used to, in effect, alter the interest
rates on funding costs to more closely match the yield on interest-earning
assets. During the six months ended June 30, 1997, the Company incurred net
interest expense on these agreements of $346,000. Net income earned from or
expense incurred on these agreements is accounted for on

39
<PAGE>

the accrual method and is recorded as an adjustment to interest expense.
Further details regarding these agreements are provided in Notes 4 and 5 to
the Company's financial statements.

Gains and Losses on Sales

The Company classifies its Mortgage Securities as available-for-sale.
Management may deem it appropriate to sell securities, from time to time, to
reallocate the Company's capital. Since inception, the Company has not sold
mortgage loans and the Company does not intend to sell mortgage loans in the
future. The strategy of the Company is to hold and service mortgage loans in
order to earn the spread over the life of the loans, rather than sell the
loans and recognize the gain or loss in the current period.

Provisions for Credit Losses

In 1997, the Company started providing regular allowances for credit losses
in connection with its initial bulk purchases of loans and wholesale
originations. The Company has not experienced any credit losses to date, but
management expects that losses will be incurred in the future. The Company
regularly evaluates the potential for credit losses for mortgage loans held in
its portfolio. Since the Company has limited actual performance history for
its loan portfolio, losses have been provided for primarily based on general
industry trends and on the judgement of the Company's management.

The Company believes that loan defaults occur throughout the life of a loan
or group of loans. As a result, the Company believes it is appropriate to
record provisions for credit losses against income over the estimated life of
the loans, rather than immediately upon acquisition of the loan. Currently,
the Company provides for credit losses depending on the type and credit grade
of loans comprising the portfolio. The amount of the provision as a percent of
the loans will vary. During the six months ended June 30, 1997, the Company
provided $718,000 for credit losses.

Table III presents a summary of delinquent loans as of June 30, 1997. The
low level of delinquencies is reflective of the short amount of time loans
originated or acquired by the Company have been outstanding. Management
expects to experience higher rates of delinquency in the future and has
established the appropriate staff and policies to monitor delinquencies.

TABLE III
LOAN DELINQUENCIES
AS OF JUNE 30, 1997

<TABLE>
<CAPTION>
PERCENT OF
TOTAL
MORTGAGE LOANS
<S> <C>
Loans delinquent 60 to 90 days.............................. 0.98%
Loans delinquent greater than 90 days....................... 0.87%
</TABLE>

General and Administrative Expenses

Table IV displays general and administrative expenses for the six months
ended June 30, 1997.

TABLE IV
GENERAL AND ADMINISTRATIVE EXPENSES
SIX MONTHS ENDED JUNE 30, 1997 (IN THOUSANDS)

<TABLE>
<S> <C>
Administrative services provided by NovaStar Mortgage.............. $1,250
Loan servicing..................................................... 571
Compensation and benefits.......................................... 369
Professional and outside services.................................. 249
Office administration.............................................. 112
Other.............................................................. 128
------
Total............................................................ $2,679
======
</TABLE>

40
<PAGE>

The primary component of general and administrative expenses is the
administrative service fee paid to NovaStar Mortgage for loan origination.
During the six months ended June 30, 1997, this fee was $1,250,000.

Loan servicing consists of direct costs associated with the mortgage loan
servicing operation, which the Company outsourced until July 15, 1997.
Effective July 15, 1997, the Company engaged NovaStar Mortgage to service its
mortgage loans. Management believes that by servicing its own mortgage loans
(via its taxable affiliate), the Company will be able to more readily monitor
and control delinquencies and defaults. Management believes this is
particularly important in the subprime sector of the mortgage industry. In
addition, management believes cost efficiencies can be gained from servicing
the Company's loans "in house."

Compensation and benefits include employee base salaries, benefit costs and
incentive bonus awards. The number of employees and the related compensation
costs have increased throughout the first six months of 1997 as the Company
has continued to hire staff. Certain personnel costs directly related to the
origination of mortgage loans are deferred and recognized as a yield
adjustment on such mortgage loans, using the interest method.

Professional and outside services includes the cost of contract labor, as
well as fees for legal and accounting services. Management has used contract
labor services extensively during the development of its operations during the
six months ended June 30, 1997, particularly in the area of systems
development. As permanent employees are hired, management anticipates using
contract labor to a lesser extent during the remainder of 1997. Legal fees
during the six months ended June 30, 1997 relate to the execution of numerous
agreements with market counterparties.

Office administration includes such items as telephone, office supplies,
postage, delivery, maintenance and repairs. Certain of these items have been
necessarily high during the start up phase of the Company. Management expects
many of these expenses to increase relative to production in future periods.

Equity in Earnings of Unconsolidated Subsidiary

The Company owns 100 percent of the preferred stock and receives 99 percent
of the economic benefits of Holding, which wholly owns NovaStar Mortgage. The
Company accounts for its investment in Holding on the equity method. For the
six months ended June 30, 1997, Holding incurred a loss of $436,000, of which
the Company recorded its portion ($432,000). The loss generated by Holding is
a result of the significant general and administrative expenses incurred by
NovaStar Mortgage in building its wholesale lending infrastructure. NovaStar
Mortgage incurs significant general and administrative expenses in generating
loan production. The Company pays NovaStar Mortgage an administrative
outsourcing fee for costs associated with its loan production operation as the
Company purchases these loans at the time of funding.

During the first six months of 1997, NovaStar Mortgage incurred significant
costs in developing its infrastructure for the loan origination operation. The
primary expense for NovaStar Mortgage is compensation and benefits for its
sales, underwriting and supporting staffs. Substantial expenses related to
professional fees were also incurred.

The Consolidated Financial Statements for Holding are presented beginning at
page F-16.

Net Loss

During the six months ended June 30, 1997, the Company recorded a net loss
of $879,000, primarily as a result of the significant costs associated with
the development of its operations and those of NovaStar Mortgage. From the
date of the closing of the Private Placement in December 1996 through June 30,
1997, the Company's and NovaStar Mortgage's focus was on the hiring of key
employees and the development of policies and procedures. The Company did not
generate significant income during 1996. In addition, the results for the six
months ended June 30, 1997 reflect the significant cost of developing
operations. During the Company's rapid expansion during 1997, the Company's
operating expenses have increased more rapidly than its revenues.

41
<PAGE>

Taxable Income (Loss)

Income reported for financial reporting purposes as calculated in accordance
with generally accepted accounting principles (GAAP) differs from income
computed for income tax purposes. This distinction is important as dividends
paid to the Company's stockholders are based on taxable income. For tax
purposes, the provision for credit losses is not deductible. In addition, the
equity in the net loss of Holding is not deductible by the Company. Table V is
a summary of the differences between the net loss reported for GAAP, as
reported herein, and taxable income of NFI.

TABLE V
TAXABLE INCOME--NFI
SIX MONTHS ENDED JUNE 30, 1997 (IN THOUSANDS)

<TABLE>
<S> <C>
Net loss.......................................................... $(879)
Results of Holding and subsidiary, net of intercompany
transactions..................................................... 536
-----
NFI loss.......................................................... (343)
Provision for credit losses....................................... 718
Other, net........................................................ (10)
-----
Taxable income--NFI............................................... $ 365
=====
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

Liquidity, as used herein, means the need for, access to and uses of cash.
The Company's primary needs for cash include the acquisition of Mortgage
Assets, principal repayment and interest on borrowings, operating expenses and
dividend payments. The Company has a certain amount of cash on hand to fund
operations. The Company requires access to short term warehouse and credit
facilities to fund its acquisition of wholesale loan originations. Also,
principal, interest and fees received on Mortgage Assets will serve to support
the cash needs of the Company. Major cash requirements are typically satisfied
by drawing upon various borrowing arrangements.

The Company has available a $300 million master repurchase agreement. In
addition, the Company has been approved as a borrower from other reputable
securities dealers for repurchase agreements to fund the acquisition of
Mortgage Assets. On a long term basis, the Company will pool its mortgage
loans to serve as collateral for its CMOs. By doing so, the loans will be
cleared as collateral for the master repurchase agreement and the warehouse
line of credit, freeing those arrangements to fund further loan originations.
Although it generally does not intend to do so, all Mortgage Securities are
classified as available-for-sale and could be sold in the open market in order
to provide additional cash for liquidity needs. NovaStar Mortgage has a $50
million warehouse line of credit to fund loan production and operations.

The Company's business requires substantial cash to support its operating
activities and growth plans. Management believes that net proceeds from the
Offering, together with existing funds and amounts available under credit
facilities, will be sufficient to fund its operations for the next twelve
months, if future operations are consistent with management's expectations. If
the Company's acquisition of wholesale loan originations exceed expectations,
the timing of liquidity and capital needs would accelerate. In the event the
Offering is not consummated, the Company would have to arrange alternative
financing, or possibly, sell Mortgage Securities or its wholesale loans.

Cash used by operating activities during the six months ended June 30, 1997
was $5.2 million, consisting primarily of the net loss adjusted for accrued
interest receivable which increased $6.2 million during the period. Cash used
by investing activities was $595.1 million, consisting primarily of purchases
and originations of mortgage assets, net of sales and repayments. Cash
provided by financing activities aggregated $553.9 million, consisting
primarily of net borrowings and advances under the repurchase agreements.

42
<PAGE>

The Company uses a combination of equity and borrowings to finance the
acquisition of its Mortgage Assets. The Board of Directors has established
Capital Allocation Guidelines ("CAG") which assist management in assessing the
appropriate combination of equity and debt financings. The mix of debt and
equity is dependent upon the level of risk associated with individual assets,
which determines the amount of over-collateralization required by the lender.
See "Business--Portfolio Management--Capital and Leverage Policies."

INFLATION

Virtually all of the Company's assets and liabilities are financial in
nature. As a result, interest rates and other factors drive the company's
performance far more than does inflation. Changes in interest rates do not
necessarily correlate with inflation rates or changes in inflation rates. The
Company's financial statements are prepared in accordance with generally
accepted accounting principles and the Company's dividends are determined by
the Company's net income as calculated for tax purposes. In each case, the
Company's activities and balance sheet are measured with reference to
historical cost or fair market value without considering inflation.

IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Note 1 to the financial statements describes certain recently issued
accounting pronouncements. Management believes the implementation of these
pronouncements will not have a material impact on the financial statements.

43
<PAGE>

BUSINESS

There are two general aspects to the business of the Company: (i) acquisition
of Mortgage Assets, most notably the subprime mortgage loans originated by
NovaStar Mortgage and (ii) management of a portfolio of Mortgage Assets.
NovaStar Mortgage is a primary supplier of Mortgage Assets to the Company. The
mortgage lending operations of NovaStar Mortgage are integral to the business
of the Company.

MORTGAGE LENDING OPERATION

Market Overview

Over the last three years, the residential mortgage market generated annual
volume in excess of $600 billion per year. The majority of these originations
(approximately 80 to 90 percent) were classified as "prime" mortgages which
generally means they have credit quality and documentation sufficient to
qualify for guarantee by GNMA, FNMA or FHLMC. The remaining 10 to 20 percent
(approximately $85 to $150 billion) of the originations were classified as
"subprime."

The Company believes there is strong national demand by borrowers for
subprime mortgage loans. Across the country, many borrowers have suffered
dislocation and temporary unemployment, resulting in negative entries on their
credit reports. Erratic market and economic conditions and other factors have
resulted in high ratios of debts to assets and high levels of credit card and
other installment debt for these individuals. In addition, more borrowers are
choosing to become self-employed. These are some of the circumstances which
create the market for subprime mortgage loans.

One of the significant differences between the prime and subprime mortgage
loan markets has been the comparative dependence upon the overall level of
interest rates. Generally, the subprime mortgage loan market's historical
performance has been more consistent without regard to interest rates. This is
evident by the growth in subprime originations from 1993 through 1995. While
the prime market experienced a decline in originations of more than 40 percent
due primarily to an increase in interest rates, loan originations in the
subprime market continued to grow at an annual rate of 10 to 15 percent over
the same three-year period.

Based on industry sources, the estimated size of the subprime mortgage loan
market in 1997 is approximately $85 to $150 billion in annual originations.
Historically, the subprime mortgage loan market has been a highly fragmented
niche market dominated by local brokers with direct ties to investors who owned
and serviced this relatively higher margin, riskier product. Although there
have recently been several new entrants into the subprime mortgage business,
the Company believes the subprime mortgage market is still highly fragmented,
with no single competitor having more than a six percent market share.The
growth and profitability of the subprime mortgage loan market, the demise of
numerous financial institutions in the late 1980s which had served this market,
and reduced profits and loan volume at traditional financial institutions have
together drawn new participants and capital to the subprime mortgage loan
market. Management believes the subprime mortgage loan market requires more
business judgement from underwriters in evaluating borrowers with previous
credit problems. Subprime lending is also generally a lower volume/higher
profit margin business rather than the generally higher volume/lower profit
margin prime mortgage business to which traditional mortgage bankers have
become accustomed. Subprime mortgage lending is also more capital intensive
than the prime mortgage market due to the fact that the securitization function
requires a higher level of credit enhancement which must be provided by the
issuer in the form of over-collateralization or subordination.

The Company believes that the subprime mortgage market will continue to grow
and to generate relatively attractive risk-adjusted returns over the long term
due in part to the following reasons: (i) growth in the number of existing
homeowners with negative entries on their credit reports; (ii) growth in the
number of immigrants with limited credit histories who are in the prime home
buying ages of 25 to 34; (iii) growth in the number of self-employed
individuals who have sources of income which are inconsistent and difficult to
document; (iv) growth in consumer debt levels which are causing many borrowers
to have higher debt/income ratios; and (v) growth in consumer bankruptcy
filings which cause borrowers to be classified as subprime.

44
<PAGE>

The Company believes that more competitors may attempt to enter the market.
While this may cause profit margins to narrow, the Company believes that the
subprime mortgage market will be able to sustain attractive profit margins due
to certain barriers to entry which include (i) the capital intensive nature of
the business as issuers of securities backed by subprime mortgage loans are
required to retain the credit and prepayment risks; (ii) the higher level of
expertise required to underwrite the mortgage loans; (iii) the higher cost to
service the mortgage loans due to the additional emphasis required on
collections and loss mitigation; and (iv) the highly fragmented nature of
business due to the difficulty of sourcing the mortgage loans.

One of the Company's two principal businesses is mortgage lending, through
the Company's taxable affiliate, NovaStar Mortgage, loans originated are
primarily subprime mortgage loans, generally secured by first liens on single
family residential properties. Subprime mortgage lending involves lending to
individuals whose borrowing needs are generally not being served by
traditional financial institutions due to poor credit history and/or other
factors which make it difficult for them to meet prime mortgage loan
underwriting criteria. NovaStar Mortgage targets as potential customers
individuals with relatively significant equity value in their homes, but who
(i) have impaired credit profiles, (ii) are self-employed, tend to experience
some volatility in their income or have difficult-to-document sources of
income, or (iii) are otherwise unable to qualify for traditional prime
mortgage loans. Loan proceeds are used by borrowers for a variety of purposes
such as to consolidate consumer credit card and other installment debt, to
finance home improvements and to pay educational expenses. These borrowers are
often seeking to lower their monthly payments by reducing the rate of interest
they would otherwise pay or extending their debt amortization period or doing
both. Customer service is emphasized by providing prompt responses and
flexible terms to broker-initiated customer borrowing requests. Through this
approach, NovaStar Mortgage expects to originate new loans and purchase closed
loans with relatively higher interest rates than are typically charged by
lenders for prime mortgage loans while having comparable or lower loan-to-
value ratios. The pricing differential between typical prime non-conforming
mortgage loans and subprime mortgage loans is often as much as 300 basis
points. With proper management of the credit risk, most of this additional
spread may become additional profit for the owner of these loans.

Originations have primarily been made for debt consolidation purposes, with
the remainder of its originations either rate/term refinances or purchase
money loans. Given the borrowers needs, subprime mortgage lending tends to be
less interest rate sensitive than the prime mortgage purchase market or
rate/term refinance market, since borrowings secured by real estate are
generally less expensive than credit card or installment debt. Subprime
borrowers are also generally more willing to accept a prepayment penalty since
they have fewer options for obtaining financing then the typical prime
mortgage loan borrower. To date, 82 percent of the mortgage loans originated
by NovaStar Mortgage and acquired by the Company have included a prepayment
penalty.

Marketing and Production Strategy

General. NovaStar Mortgage's competitive strategy is to build efficient
channels of production for originating subprime mortgage loans. NovaStar
Mortgage has generated mortgage product through two distinct production
channels: (i) direct origination through a wholesale broker network; and (ii)
bulk acquisitions from originators. NovaStar Mortgage's long-term strategy is
to emphasize production through the wholesale broker network. Management
believes that production channels that allow the Company to get closer to the
customer and eliminate as many intermediaries as possible will generally be
the most efficient over the long-term and that, by developing the direct
origination channel through a mortgage broker network, the Company will be
able to differentiate itself from other end investors who purchase their
production in bulk from other originators. From time to time, the Company may
participate in the bulk acquisition market depending on market conditions and
the availability of capital.

The Company believes that subprime mortgage loans provide a relatively
attractive net earnings profile, producing higher yields without
commensurately higher credit risks when compared to prime mortgage loans. With
the proper focus on underwriting, appraisal, management and servicing of
subprime mortgage loans, the Company believes it can be successful in
developing a profitable business in this segment of the market. While

45
<PAGE>

many new competitors have recently entered the subprime mortgage loan market,
the Company believes that the experience of its management in this industry
and the infrastructure which has been established allows it to effectively
compete in this segment. Moreover, there are few public companies competing in
the subprime market that are operated as REITs, which the Company believes to
be the most efficient structure for competing in this segment of the market.
See "Risk Factors--Intense Competition in the Subprime Mortgage Industry."

Mortgage Products. The Company's mortgage lending affiliate offers a broad
menu of products in order to serve its customers. These products are comprised
of both fixed rate and adjustable rate mortgages. Since inception, the
percentage of fixed rate and adjustable rate loans originated by NovaStar
Mortgage is 10 percent and 90 percent, respectively. NovaStar Mortgage
categorizes the loans that it originates into one of five different credit
risk classifications. Loan are assigned a credit classification based on
several factors consisting of such things as loan-to-value (LTV) ratios, the
credit history of the borrower, debt ratios of the borrower and other
characteristics. NovaStar Mortgage provides loans up to a maximum LTV ratio of
90 percent based on the credit risk classification and the loan amount. For
loans originated since inception the average LTV ratio is 76.6 percent and the
average loan amount is $157,000.

Wholesale Channel. NovaStar Mortgage's wholesale origination consists of a
network of brokers and correspondents that offer its line of mortgage
products. Management believes that its wholesale channel allows NovaStar
Mortgage to originate loans at a lower cost, including the cost to originate
the loan, than it could purchase the loan in the market. For example, assume
the price to purchase a loan in bulk is 106 percent of the face amount. If
NovaStar Mortgage can originate the same loan at 102 percent of face amount
and incurs origination costs of two percent of par, the wholesale loan would
be two percent less expensive than the loan purchased in bulk.

The wholesale origination infrastructure consists of a sales force to call
on mortgage loan brokers, an underwriting and processing center to underwrite,
close and fund mortgage loans and systems to process data. As of September 30,
1997, the Company had a staff of 29 account executives, located in offices
nationwide, whose job is to call on brokers. Supporting the sales force is a
staff of 61 in Irvine, California. Management believes it can originate loans
through the wholesale channel at a price 1.5 to 2.0 percent lower than the
cost of acquiring mortgage loans in bulk.

Management believes it has been, and will continue to be, successful in
competing in the wholesale business for several reasons. First, the Company is
a vertically integrated with its wholesale originator. Management believes
this approach will provide a competitive advantage over many competitors who
either only originate loans or only act as end investors because of the
elimination of redundancy in separating the two functions. Second, the Company
believes its REIT status gives it a pricing advantage over non-REIT mortgage
investors. Third, the Company believes NovaStar Mortgage assembled a mortgage
loan production staff with extensive experience and contacts in the subprime
mortgage loan market. Management believes that important factors influencing
success or failure in the wholesale channel are offering competitive prices,
consistent application of underwriting guidelines, and responsive service.

Bulk Acquisitions. The bulk acquisition channel was the first channel
developed by the Company as it requires the least infrastructure to operate
and it allowed the Company to acquire Mortgage Assets very quickly. Although
it generally carries a lower margin than the wholesale channel, from time to
time the Company may still acquire mortgage loans through this channel. In
bulk acquisitions, pools of mortgage loans ranging in size from $2 million to
in excess of $25 million are acquired from large originators of mortgage
loans.

Due diligence with respect to bulk acquisitions may be performed from time
to time by contract underwriters under the guidance of the Company's Chief
Credit Officer. The Chief Credit Officer personally reviews the resumes of
each contract underwriter prior to the performance of the due diligence
process. Any exceptions to the Company's underwriting guidelines must be
approved by the Chief Credit Officer. Only the Chief Credit Officer and the
President can make the ultimate decision to approve a loan when the borrower
has

46
<PAGE>

an open bankruptcy. Personnel for this channel are centralized in the mortgage
operations headquarters with the only field personnel consisting of the sales
force strategically located in select markets. Through this production channel,
the Company is able to quickly invest its capital in pools of subprime mortgage
loans.

Retail Channel. Neither the Company or NovaStar Mortgage have yet established
a retail or direct origination channel to the consumer. This is the typical
finance company model with a local office in a strip center and commissioned
loan originators. Retail origination is the most expensive and potentially the
most profitable origination channel. The overhead cost to originate retail
mortgage loans can be as high as four to six percent of the face amount of the
loan. However, the gross profit on such a mortgage loan can be as high as 10
percent of the face amount of the mortgage loan and the prepayment risk is
mitigated due to the loan being funded at a discount to par. Success in retail
origination often times depends on the branch's ability to generate leads,
access to an outlet to sell mortgage loan products which are attractive to
borrowers, and flexible, common sense underwriting. This segment of the
mortgage industry remains highly fragmented and dominated by local brokers.
While the Company or NovaStar Mortgage do not have plans to implement a retail
production channel initially, it may test a variety of direct consumer
marketing strategies in the future.

Profitability and Capital Allocation by Production Channel. In general, the
Company believes that the closer it gets to the consumer in the mortgage
process chain, the more profitable the production channel will be due to the
elimination of unnecessary intermediaries. While over the long term the Company
believes this to be true, there may be times when market conditions are such
that the bulk acquisition channel (the furthest from the customer) is the most
profitable. In order to properly manage the allocation of capital, the Company
will measure the profitability of each channel on a stand-alone basis. Direct
expenses will be tracked by channel and measured against mortgage loans
originated via each channel.

By measuring each channel independently, the Company intends to avoid
supporting a channel which has been unprofitable over time. This is an
important exercise to go through especially since the Company does not intend
to enter transactions which would result in gains on sales. In addition, by
knowing the profitability of each channel at any given point in time, as well
as on average over a specified time period, the Company can make the proper
decisions in deciding where to invest its capital to obtain the best return for
stockholders.

Underwriting and Quality Control Strategy

Underwriting Guidelines. The Company purchases loans in accordance with its
underwriting guidelines (the "Underwriting Guidelines") described herein. These
Underwriting Guidelines were developed by the Company's senior management
utilizing their experience in the industry. The Underwriting Guidelines are
intended to evaluate the credit history of the potential borrower, the capacity
and willingness of the borrower to repay the loan and the adequacy of the
collateral securing the loan. NovaStar Mortgage originates loans only in
compliance with the Company's Underwriting Guidelines.

NovaStar Mortgage underwrites all mortgage loans it originates through its
wholesale channel. Loans acquired by the Company in bulk pools are subject to
the same Underwriting Guidelines as established for NovaStar Mortgage
production. NovaStar Mortgage has hired experienced underwriters who work under
the supervision of the Chief Credit Officer. The underwriters hired by NovaStar
Mortgage all have substantial experience in the underwriting of subprime
mortgage loans and generally have a minimum of ten years experience. As of June
30, 1997, NovaStar Mortgage employed nine underwriters with an average of ten
years experience in subprime mortgage lending.

Underwriters are given approval authority only after their work has been
reviewed by the Chief Credit Officer for a period of at least two weeks.
Thereafter, the Chief Credit Officer re-evaluates the authority levels of all
underwriting personnel on an ongoing basis. All loans in excess of $350,000
currently require the approval of the Chief Credit Officer. In addition, the
President approves all loans in excess of $750,000.

On a case-by-case basis, exceptions to the Underwriting Guidelines are made
where compensating factors exist. Compensating factors may consist of factors
like length of time in residence, lowering of the borrower's monthly debt
service payments, the loan to value ratio on the loan or other criteria that in
the judgment of the underwriter warrants an exception. The Chief Credit Officer
and the President have the authority to approve a loan when the potential
borrower has an open bankruptcy.

47
<PAGE>

Each loan applicant completes an application that includes information with
respect to the applicant's income, assets, liabilities and employment history.
A credit report is also submitted by the broker along with the loan application
which provides detailed information concerning the payment history of the
borrower on all of their debts. Prior to issuing an approval on the loan, the
underwriter runs an independent credit report to verify that the information
submitted by the broker is still accurate and up-to-date. An appraisal is also
required on all loans and in many cases a review appraisal or second appraisal
may be required depending on the value of the property and the underwriters
comfort with the original valuation. All appraisals are required to conform to
the Uniform Standards of Professional Appraisal Practice adopted by the
Appraisal Standards Board of the Appraisal Foundation and are generally on
forms acceptable to FNMA and FHLMC.

The Underwriting Guidelines include three levels of applicant documentation
requirements, referred to as "Full Documentation", "Limited Documentation", and
"Stated Income". Under the Full Documentation program applicants generally are
required to submit two written forms of verification of stable income for at
least 12 months. Under the Limited Documentation program, verification of
income is not required. However, personal or business bank statements for the
most recent six months are required as evidence of cash flows. Under the Stated
Income Documentation program, an applicant may be qualified based on monthly
income as stated in the loan application.

The Company's categories and criteria for grading the credit history of
potential and the maximum loan to value ratios allowed for each category are
shown below.

<TABLE>
<CAPTION>
A RISK A- RISK B RISK C RISK D RISK
------------- ------------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Mortgage Maximum one Maximum two Maximum three Maximum five Maximum six 30
History..... 30-day late 30-day lates 30 day lates 30 day lates day lates,
and no 60-day and no 60-day and one 60 and two 60 three 60 day
lates within lates within day late day lates lates and two
last 12 last 12 within the within the 90 day lates
months months last 12 last 12 within the last
months months 12 months. Must
be current at
time of
origination
Other Limited 30 Limited 60 Limited 60 Limited 90 Discretionary--
Credit...... day lates day lates day lates day lates credit is
within the within the within the within the generally
last 12 last 12 last 12 last 12 expected to be
months. months months months late pay
Generally
paid as
agreed
Bankruptcy
Filings..... Chapter 13 Chapter 13 Chapter 13 Chapter 13 no Chapter 13 no
must be must be must be seasoning seasoning
discharged discharged discharged required on required on
minimum of 1 minimum of 1 minimum of 1 discharge discharge with
year with year with year with with evidence evidence of
reestablished reestablished reestablished of satisfactory
credit; credit; credit; satisfactory discharge;
Chapter 7 Chapter 7 Chapter 7 discharge; Chapter 7
must be must be must be Chapter 7 minimum
discharged discharged discharged minimum discharge of 1
minimum of 2 minimum of 2 minimum of 2 discharge of year
years with years with years with 2 years
reestablished reestablished reestablished
credit credit credit
Debt to
Service 45% 45% 50% 55% 60%
Ratio.......
Maximum Loan-
to-Value
Ratio:
Full
documentation.. 90% 90% 85% 75% 65%
Limited
documentation.. 85% 80% 75% 70% 60%
Stated
income...... 80% 75% 70% 65% 60%
</TABLE>

48
<PAGE>

Loan Portfolio by Credit Risk Category. The following table sets forth the
Company's mortgage loan portfolio by credit grade as of June 30, 1997, all of
which are non-conforming.

<TABLE>
<CAPTION>
PRINCIPAL PERCENT OF LOAN TO
BALANCE TOTAL VALUE RATIO
(IN
THOUSANDS)
<S> <C> <C> <C>
A........................................ $125,198 43.1% 74.0%
A-....................................... 75,292 25.9 74.5
B........................................ 54,847 18.9 73.3
C........................................ 23,980 8.3 69.1
D........................................ 10,976 3.8 63.5
-------- -----
Total.................................. $290,293 100.0% 73.2%
======== =====
</TABLE>

Geographic Diversification. Close attention is paid to geographic
diversification in managing the Company's credit risk. The Company believes one
of the best tools for managing credit risk is to diversify the markets in which
it originates and purchases mortgage loans. The Company has established a
diversification policy to be followed in managing this credit risk which states
that no one market can represent a percentage of total mortgage loans owned by
the Company higher than twice that market's percentage of the total national
market share. While there generally is some geographic concentration in
mortgage loans originated through the bulk acquisition channel, over time the
Company's mortgage lending operation plans to diversify its credit risk by
selecting target markets through the wholesale channel. Presented below is a
breakdown of the Company's current geographic diversification for both its
wholesale and bulk channels combined as of June 30, 1997.

<TABLE>
<CAPTION>
PRINCIPAL PERCENT
AMOUNT OF TOTAL
(IN
THOUSANDS)
<S> <C> <C>
California............................................. $103,747 35.7%
Illinois............................................... 24,401 8.4
Washington............................................. 20,618 7.1
Utah................................................... 17,954 6.2
Texas.................................................. 17,592 6.1
Others................................................. 105,981 36.5
-------- -----
Total................................................ $290,293 100.0%
======== =====
</TABLE>

Collateral Valuation. Collateral valuation also receives close attention in
the Company's underwriting of its mortgage loans. Given that the Company
primarily lends to subprime borrowers, it places great emphasis on the ability
of collateral to protect against losses in the event of default by borrowers.
The Company has established an appraisal policy as part of its underwriting
guidelines. This policy includes requiring second and/or review appraisals on
certain properties in order to verify the value of the property.

Quality Control. Quality control reviews are conducted to ensure that all
mortgage loans, whether originated or purchased, meet established quality
standards. The type and extent of the reviews depend on the production channel
through which the mortgage loan was obtained and the characteristics of the
mortgage loan. Reviews are performed on a high percentage of mortgage loans
with (i) principal balances in excess of $450,000, (ii) higher loan to value
ratios (in excess of 75%), (iii) limited documentation, or (iv) made for "cash
out" refinance purposes. Appraisal reviews and compliance reviews are also
performed as part of the quality control process to ensure adherence to Company
appraisal policies and state and federal regulations.

Mortgage Loan Servicing Strategy

Overview. The Company plans to acquire the large majority of mortgage loans
it purchases on a servicing released basis and thereby acquire the servicing
rights. Through July 14, 1997, Advanta Mortgage Corp. USA

49
<PAGE>

was acting as sub-servicer for the mortgage loans acquired by the Company.
Effective, July 15, 1997, NovaStar Mortgage began servicing the Company's
mortgage loans. The servicing operation is located in the Westwood, Kansas
office and is currently staffed with 11 employees. Servicing includes
collecting and remitting loan payments, making required advances, accounting
for principal and interest, holding escrow or impound funds for payment of
taxes and insurance, making required inspections of the property, contacting
delinquent borrowers and supervising foreclosures and property disposition in
the event of unremedied defaults in accordance with the Company's guidelines.

The Company's focus for the servicing of its subprime mortgage loans is based
on effective credit risk. NovaStar Mortgage intends to employ the proper
resources to mitigate the losses on the mortgage loans serviced. The Company
also believes it can better manage prepayment risk by servicing its mortgage
loans through its affiliate. Through its servicing function, the Company
intends to pre-select borrowers that have an incentive to refinance and retain
those mortgage loans by soliciting the borrowers directly rather than losing
them to another mortgage lender. Although it is not a primary focus, management
estimates that the Company will be able to effectively service its loans at a
cost less than the cost to outsource this to an unrelated company.

Procedures. The Company has prescribed procedures for servicing its mortgage
loans which are to be followed by NovaStar Mortgage. In servicing subprime
mortgage loans, NovaStar Mortgage uses collection procedures that are generally
more stringent than those typically employed by a servicer of prime mortgage
loans consistent with applicable laws. Management believes one of the first
steps in effectively servicing subprime mortgage loans is to establish contact
with the borrower prior to any delinquency problems. To achieve this objective,
each borrower is telephoned ten days prior to the first payment due date on the
mortgage loan. This initial telephone call serves several purposes: (i)
NovaStar Mortgage ensures it has the proper telephone number for the borrower,
(ii) the borrower will be aware of who is servicing the loan, where payment is
to be made, and has a contact to call in the event of any questions, and (iii)
NovaStar Mortgage is able to stress to the borrower the importance of making
payments in a complete and timely manner.

The first 30 days of a delinquency are, in the Company's view, the crucial
period for resolving the delinquency. At a minimum, all borrowers who have not
made their mortgage payment by the 10th day of the month in which it is due
receive a call from a collector. Borrowers whose payment history exhibits signs
that the borrower may be having financial difficulty receive more attention.
For example, any borrowers who made their previous months payment after the
late charge date (generally the 15th of the month) receive a call from a
collector no later than the second business day of the current month if their
payment has not yet been received. This allows NovaStar Mortgage to be more
aggressive with those borrowers who need the most attention and also focuses
the efforts of the collection staff of NovaStar Mortgage on the higher risk
borrowers.

For accounts that have become 60 days or more delinquent, the collection
follow-up is increased and a full financial analysis of the borrower is
performed, a Notice of Intent to Foreclose is filed, and efforts to establish a
work out plan with the borrower are instituted.

The Company's policy allows for reasonable discretion to extend appropriate
relief to borrowers who encounter hardship and who are cooperative and
demonstrate proper regard for their obligation. NovaStar Mortgage is available
to offer some guidance and make personal contact with delinquent borrowers as
often as possible to seek to achieve a solution that will bring the mortgage
loan current. However, no relief will be granted unless there is reasonable
expectation that the borrower can bring the mortgage loan current within 180
days following the initial default.

If properly managed from both an underwriting and a servicing standpoint, the
Company believes it will be able to keep the level of delinquencies and losses
in its mortgage loans in line with industry standards.

50
<PAGE>

PORTFOLIO MANAGEMENT

The Company builds its Mortgage Asset portfolio from two sources--loans
originated in the mortgage lending operation of NovaStar Mortgage and
purchases in the secondary mortgage and securities markets. Initially, the
portfolio was comprised of purchased Mortgage Assets. As NovaStar Mortgage has
developed its infrastructure for subprime mortgage lending, the Company has
relied less on purchasing mortgage loans in bulk and more on wholesale
origination. Ultimately, the Company expects a substantial portion of its
portfolio to consist of retained interests in wholesale loans originated by
NovaStar Mortgage collateralizing the Company's structured debt instruments.

Types of Mortgage Assets

The Mortgage Assets purchased by the Company in the secondary mortgage
market are principally single family mortgage loans and Mortgage Securities
backed by single family mortgage loans, as well as from time to time
multifamily mortgage loans and Mortgage Securities backed by multifamily
mortgage loans and commercial mortgage loans and Mortgage Securities backed by
commercial mortgage loans. Single family mortgage loans are mortgage loans
secured solely by first mortgages or deeds of trust on single family (one-to-
four unit) residences. Multifamily mortgage loans are mortgage loans secured
solely by first mortgages or deeds of trust on multifamily (more than four
units) residential properties. Commercial mortgage loans are secured by
commercial properties. Substantially all of its Mortgage Assets of the Company
bear adjustable interest rates or have a fixed-rate coupon that has been
paired with an interest rate swap, so that the Company has the proper matching
of assets and liabilities.

The Company has not and generally will not acquire residuals, first loss
subordinated bonds rated below BBB, or mortgage securities rated below B. The
Company could retain the subordinate class from mortgage loans securitized
through its taxable affiliate. The Company may acquire interest-only or
principal-only mortgage strips to assist in the hedging of prepayment or other
risks. In addition, as discussed above the Company may create a variety of
different types of assets, including the types mentioned in this paragraph,
through the normal process of securitization of the Company's own Mortgage
Assets. In no event will the Company (exclusive of its taxable affiliates)
acquire or retain any REMIC residual interest that may give rise to excess
inclusion income as defined under Section 860E of the Code. Excess inclusion
income realized by a taxable affiliate is not passed through to stockholders
of the Company. See "Federal Income Tax Considerations--Taxation of Tax--
Exempt Entities."

Single Family Mortgage Loans. In future periods, the Company may acquire
conforming mortgage loans--those that comply with the requirements for
inclusion in a loan guarantee program sponsored by either FHLMC or FNMA. To
date, the Company has acquired nonconforming mortgage loans. The Company also
may acquire FHA Loans or VA Loans, which qualify for inclusion in a pool of
mortgage loans guaranteed by GNMA. Under current regulations, the maximum
principal balance allowed on conforming mortgage loans ranges from $214,600
($321,900 for mortgage loans secured by properties located in either Alaska or
Hawaii) for one-unit to $412,450 ($618,675 for mortgage loans secured by
properties located in either Alaska or Hawaii) for four-unit residential
loans. Nonconforming single family mortgage loans are single family mortgage
loans that do not qualify in one or more respects for purchase by FNMA or
FHLMC. The Company expects that a majority of the nonconforming mortgage loans
it purchases will be nonconforming because they have original principal
balances which exceed the requirements for FHLMC or FNMA programs or generally
because they vary in certain other respects from the requirements of such
programs including the requirements relating to creditworthiness of the
mortgagors. A substantial portion of the Company's nonconforming mortgage
loans meet the requirements for sale to national private mortgage conduit
programs in the secondary mortgage market which focus upon the subprime
mortgage lending market.

Multifamily Mortgage Loans. The Company has not, to date, acquired
multifamily mortgage loans. However, these types of loans may be acquired in
future periods. Multifamily mortgage loans generally involve larger principal
amounts per loan than single family mortgage loans and require more complex
credit and property evaluation analysis. Multifamily mortgage loans share many
of the characteristics and risks associated

51
<PAGE>

with commercial mortgage loans and are often categorized as commercial loans
rather than residential loans. For example, the credit quality of a multifamily
mortgage loan typically depends upon the existence and terms of underlying
leases, tenant credit quality and the historical and anticipated level of
vacancies and rents on the mortgaged property and on the competitive market
condition of the mortgaged property relative to other competitive properties in
the same region, among other factors. Multifamily mortgage loans, however,
constitute "qualified mortgages" for purposes of the REMIC regulations and the
favorable tax treatment associated therewith and, when securitized, certain of
the resulting rated classes of multifamily Mortgage Securities qualify as
"mortgage-related securities" and for the favorable treatment accorded such
securities under the Secondary Mortgage Market Enhancement Act of 1984
("SMMEA").

Mortgage Securities. Mortgage Securities owned by the Company as of and
during the period since inception and through June 30, 1997, have consisted of
mortgage securities issued by corporations sponsored by the United States
government, including FNMA, GNMA and FHLMC. Mortgage Securities owned by the
Company as of June 30, 1997 are detailed in Note 2 to the consolidated
financial statements.

Mortgage Assets purchased by the Company in the future may include Mortgage
Securities as follows:

(1) Single Family and Multifamily Privately Issued Certificates. Single
family and multifamily Privately Issued Certificates are issued by
originators of, investors in, and other owners of mortgage loans, including
savings and loan associations, savings banks, commercial banks, mortgage
banks, investment banks and special purpose "conduit" subsidiaries of such
institutions. Single family and multifamily Privately Issued Certificates
are generally covered by one or more forms of private (i.e., non-
governmental) credit enhancements. Forms of credit enhancements include,
but are not limited to, surety bonds, limited issuer guarantees, reserve
funds, private mortgage guaranty pool insurance, over-collateralization and
subordination.

(2) Agency Certificates. At present, all GNMA Certificates are backed by
single family mortgage loans. FNMA Certificates and FHLMC Certificates may
be backed by pools of single family or multifamily mortgage loans. The
interest rate paid on Agency Certificates may be fixed rate or adjustable
rate.

(3) Commercial Mortgage Securities. To the extent the Company will seek
to acquire any Mortgage Assets either backed by or secured by commercial
property, the Company intends to favor the acquisition of Mortgage
Securities backed by commercial mortgage loans rather than direct
acquisition of commercial mortgage loans. These Mortgage Securities
generally have been structured as Pass-Through Certificates with private
(i.e., non-governmental) credit enhancements or as CMOs. Because of the
great diversity in characteristics of the commercial mortgage loans that
secure or underlie these Mortgage Securities, such securities will also
have diverse characteristics. Although many are backed by large pools of
commercial mortgage loans with relatively small individual principal
balances, these Mortgage Securities may be backed by commercial mortgage
loans collateralized by only a few commercial properties or a single
commercial property. Because the risk involved in single commercial
property financings is highly concentrated, single commercial property
Mortgage Securities to date have tended to be limited to extremely
desirable commercial properties with excellent values and/or lease
agreements with extremely creditworthy and reliable tenants, such as major
corporations.

Commercial Mortgage Loans. The Company will only acquire commercial mortgage
loans when it believes it has the necessary expertise to evaluate and manage
them and only if they are consistent with the Company's CAG. Commercial
mortgage loans are secured by commercial properties, such as industrial and
warehouse properties, office buildings, retail space and shopping malls, hotels
and motels, hospitals, nursing homes and senior living centers. Commercial
mortgage loans have certain distinct risk characteristics: commercial mortgage
loans generally lack standardized terms, which may complicate their structure
(although certain of the new conduits are introducing standard form documents
for use in their programs); commercial mortgage loans tend to have shorter
maturities than single family mortgage loans; they may not be fully amortizing,
meaning that they may have a significant principal balance or "balloon" due on
maturity; and commercial properties, particularly industrial and warehouse
properties, are generally subject to relatively greater environmental risks
than non-commercial properties and the corresponding burdens and costs of
compliance with environmental laws and regulations. To date, the Company has
not acquired commercial mortgage loans.

52
<PAGE>

Asset Acquisition Policies

The Company acquires only those Mortgage Assets in the secondary mortgage
market that it believes it has the necessary expertise to evaluate and manage
and which are consistent with the Company's risk management objectives. The
Company's strategy is to focus primarily on the acquisition of single family
mortgage loans, Single Family mortgage securities, multifamily mortgage loans
and multifamily Mortgage Securities. The Company focuses primarily on the
acquisition of floating-rate and adjustable-rate assets, so that assets and
liabilities remain matched. The Company's asset acquisition strategy will
change over time as market conditions change and as the Company evolves.

The Company's investment policy allows for the acquisition of Mortgage Assets
and certain other liquid investments, such as Federal agency securities and
commercial paper. The Company does not presently intend to invest in real
estate, interests in real estate, or interests in persons primarily engaged in
real estate activities.

The Company may also purchase the stock of other mortgage REITs or similar
companies when the Company believes that such purchases will yield attractive
returns on capital employed. The Company may in the future acquire Mortgage
Assets by offering its debt or equity securities in exchange for such Mortgage
Assets. The Company does not, however, presently intend to invest in the
securities of other issuers for the purpose of exercising control or to
underwrite securities of other issuers.

The Company generally intends to hold Mortgage Assets to maturity. In
addition, the REIT provisions of the Code limit in certain respects the ability
of the Company to sell Mortgage Assets. See "Federal Income Tax
Considerations." Management may decide to sell assets from time to time,
however, for a number of reasons, including, without limitation, to dispose of
an asset as to which credit risk concerns have arisen, to reduce interest rate
risk, to substitute one type of Mortgage Asset for another to improve yield or
to maintain compliance with the 55 percent requirement under the Investment
Company Act, and generally to restructure the balance sheet when management
deems such action advisable. Management will select any Mortgage Assets to be
sold according to the particular purpose such sale will serve. The Board of
Directors has not adopted a policy that would restrict management's authority
to determine the timing of sales or the selection of Mortgage Assets to be
sold.

Financing for Mortgage Lending Operations and Mortgage Security Acquisitions

The Company finances its mortgage loan purchases through interim financing
facilities such as repurchase agreements. A repurchase agreement is a borrowing
device evidenced by an agreement to sell securities or other assets to a third-
party and a simultaneous agreement to repurchase them at a specified future
date and price, the price differential constituting interest on the borrowing.

A subprime mortgage lending operation is a capital intensive business.
Depending on the type of product originated and the production channel, the
amount of capital required as a percentage of the balance of mortgage loans
originated may range from 6 percent to 12 percent. For illustration purposes
only, based on a hypothetical monthly volume of $25 million, this will equate
to a capital requirement of $1.5 to $3 million per month, and on a hypothetical
volume of $50 million, this requirement doubles to $3 to $6 million per month.
The Company's subprime mortgage lending operation is managed through a taxable
affiliate, which provides the Company the flexibility to sell its mortgage loan
production as whole loans or in the form of pass-through securities in the
event it encounters restrictions in accessing the capital markets.

To mitigate interest rate risk, the Company enters into transactions designed
to hedge interest rate risk, which may include mandatory and optional forward
selling of mortgage loans or Mortgage Assets, interest rate caps, floors and
swaps, buying and selling of futures and options on futures, and acquisition of
interest-only REMIC regular interests. The nature and quantity of these hedging
transactions will be determined by the Company based on various factors,
including market conditions and the expected volume of mortgage loan purchases.
The Company believes its strategy of issuing long-term structured debt
securities will also assist it in managing interest rate risk. See "Business--
Portfolio Management--Interest Rate Risk Management."

53
<PAGE>

Acquisitions of Mortgage Securities are generally financed using repurchase
agreements. A summary of amounts outstanding under all borrowing arrangements
as of June 30, 1997 is included in Note 4 to the consolidated financial
statements.

Mortgage Loans Held as Collateral for Structured Debt

The Company intends to securitize the subprime mortgage loans produced by the
mortgage lending operation as part of its overall asset/liability strategy.
Securitization is the process of pooling mortgage loans and issuing equity
securities, such as mortgage pass throughs, or debt securities, such as
Collateralized Mortgage Obligations ("CMOs"). The Company intends to securitize
by issuing structured debt. Under this approach, for accounting purposes the
mortgage loans so securitized remain on the balance sheet as assets and the
debt obligations (i.e., the CMOs) appear as liabilities. A securitization, as
executed by the Company, results only in rearranging the Company's borrowings,
as proceeds from the structured debt issuance are applied against preexisting
borrowings (i.e., advances under the warehouse line of credit or borrowings
under repurchase agreements). Issuing structured debt in this matter serves to
lock in less expensive, non-recourse long-term financing that better matches
the terms of the loans serving as collateral for the debt. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Financial Condition as of June 30, 1997."

Proceeds from such securitizations will be available to support new mortgage
loan originations. Securitizations are long-term financing and are not subject
to a margin call if a rapid increase in rates would reduce the value of the
underlying mortgages.

The Company's investment in retained interests under securitizations, as
discussed above, reflects the excess of the mortgage loan collateral over the
related liabilities on the balance sheet. The resulting stream of expected
"spread" income will be recognized over time through the tax-advantaged REIT
structure. Other forms of securitizations may also be employed from time to
time under which a "sale" of interests in the mortgage loans occurs and a
resulting gain or loss is reflected for accounting purposes at the time of
sale. Under this form, only the net retained interest in the securitized
mortgage loans remains on the balance sheet. The Company anticipates such sales
will generally be made through one or more of its taxable affiliates. See
"Interest Rate Risk Management" below. The Company may conduct certain of its
securitization activities through one or more taxable affiliates or Qualified
REIT Subsidiaries formed for such purpose.

The Company expects that its retained interests in its securitizations,
regardless of the form used, will be subordinated to the classes of securities
issued to investors in such securitizations with respect to losses of principal
and interest on the underlying mortgage loans. Accordingly, any such losses
incurred on the underlying mortgage loans will be applied first to reduce the
remaining amount of the Company's retained interest, until reduced to zero.
Thereafter, any further losses would be borne by the investors or, if used, the
monoline insurers in such securitizations rather than the Company.

The Company will structure its securitizations so as to avoid the attribution
of any excess inclusion income to the Company's stockholders. See "Federal
Income Tax Considerations--Taxation of the Company's Stockholders." The
Company's management is experienced in the securitization of subprime and other
single family residential mortgage loans.

The Company plans to finance the retained interests in its securitizations
through a combination of equity and secured debt financings.

Credit Risk Management Policies

Mortgage Loans. With respect to its mortgage loan portfolio, the Company
attempts to control and mitigate credit risk through:

(i) ensuring that established underwriting guidelines are followed;

(ii) geographic diversification of its loan portfolio;

54
<PAGE>

(iii) the use of early intervention, aggressive collection and loss
mitigation techniques in servicing its mortgage loans;

(iv) the use of insurance and the securitization process to limit the
amount of credit risk that it is exposed to on its retained interests
in securitizations; and

(v) maintenance of appropriate capital reserve levels.

A summary of the credit quality and diversification of the Company's loan
portfolio as of June 30, 1997 is presented in "Business--Mortgage Lending
Operations."

Secondary Market Acquisitions. With respect to its Mortgage Assets purchased
in the secondary market, the Company reviews the credit risk associated with
each investment and determines the appropriate allocation of capital to apply
to such investment under its CAG. Because the risks presented by single family,
multifamily and commercial Mortgage Assets are different, the Company analyzes
the risk of loss associated with such Mortgage Assets separately. In addition,
the Company attempts to diversify its portfolio to avoid undue geographic,
issuer, industry and certain other types of concentrations. The Company
attempts to obtain protection against some risks from sellers and servicers
through representations and warranties and other appropriate documentation. The
Board of Directors will monitor the overall portfolio risk and determine
appropriate levels of provision for losses.

With respect to its purchased Mortgage Assets, the Company is exposed to
various levels of credit and special hazard risk, depending on the nature of
the underlying Mortgage Assets and the nature and level of credit enhancements
supporting such securities. Each of the Mortgage Assets acquired by the Company
will have some degree of protection from normal credit losses. Credit loss
protection for Privately Issued Certificates is achieved through the
subordination of other interests in the pool to the interest held by the
Company, through pool insurance or through other means. The degree of credit
protection varies substantially among the Privately Issued Certificates held by
the Company. While Privately Issued Certificates held by the Company will have
some degree of credit enhancement, the majority of such assets are, in turn,
subordinated to other interests. Thus, should such a Privately Issued
Certificate experience credit losses, such losses could be greater than the
Company's pro rata share of the remaining mortgage pool, but in no event could
exceed the Company's investment in such Privately Issued Certificate.

With respect to purchases of Mortgage Assets in the form of mortgage loans,
the Company has developed a quality control program to monitor the quality of
loan underwriting at the time of acquisition and on an ongoing basis. The
Company will conduct, or cause to be conducted, a legal document review of each
mortgage loan acquired to verify the accuracy and completeness of the
information contained in the mortgage notes, security instruments and other
pertinent documents in the file. As a condition of purchase, the Company will
select a sample of mortgage loans targeted to be acquired, focusing on those
mortgage loans with higher risk characteristics, and submit them to a third
party, nationally recognized underwriting review firm for a compliance check of
underwriting and review of income, asset and appraisal information. In
addition, the Company or its agents will underwrite all multifamily and
commercial mortgage loans. During the time it holds mortgage loans, the Company
will be subject to risks of borrower defaults and bankruptcies and special
hazard losses (such as those occurring from earthquakes or floods) that are not
covered by standard hazard insurance. The Company will not generally obtain
credit enhancements such as mortgage pool or special hazard insurance for its
mortgage loans, although individual loans may be covered by FHA insurance, VA
guarantees or private mortgage insurance and, to the extent securitized into
Agency Certificates, by such government sponsored entity obligations or
guarantees.

Capital and Leverage Policies

Capital Allocation Guidelines (CAG). The Company's goal is to strike a
balance between the under-utilization of leverage, which reduces potential
returns to stockholders, and the over-utilization of leverage, which could
reduce the Company's ability to meet its obligations during adverse market
conditions. The Company's CAG have been approved by the Board of Directors. The
CAG are intended to keep the Company properly leveraged by (i) matching the
amount of leverage allowed to the riskiness (return and liquidity) of an asset
and (ii) monitoring the credit and prepayment performance of each investment to
adjust the required capital.

55
<PAGE>

This analysis takes into account the Company's various hedges and other risk
programs discussed below. In this way, the use of balance sheet leverage will
be controlled. The following table presents the Company's CAG for the following
levels of capital for the types of assets it owns.

<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (F) (G)
(C + D) (B X E) (A + F)
MINIMUM ESTIMATED DURATION LIQUIDITY TOTAL EQUITY CAG
ASSET CATEGORY LENDER PRICE SPREAD SPREAD SPREAD CUSHION EQUITY
- -------------- HAIRCUT DURATION CUSHION CUSHION CUSHION (% OF MV) REQUIRED
<S> <C> <C> <C> <C> <C> <C> <C>
Agency-issued:
Conventional ARMs...... 3.00% 3.50% 50 -- 50 1.75% 4.75%
GNMA ARMs.............. 3.00 4.50 50 -- 50 2.25 5.25
Mortgage loans.......... 3.00 3.00 100 50 150 4.50 7.50
Hedging instruments..... 100.00 -- -- -- -- -- 100.00
</TABLE>
- --------
(a) Indicates the minimum amount of equity a typical lender would require with
an asset from the applicable asset category. There is some variation in
haircut levels among lenders, from time to time. From the lenders
perspective, this is a "cushion" to protect capital in case the borrower is
unable to meet a margin call. The size of the haircut depends on the
liquidity and price volatility of the asset. Agency securities are very
liquid, with price volatility in line with the fixed income markets which
means a lender requires a smaller haircuts. On the other extreme, "B" rated
securities and securities not registered with the Commission are
substantially less liquid, and have more price volatility than Agency
securities, which results in a lender requiring a larger haircut.
Particular securities that are performing below expectations would also
typically require a larger haircut.
(b) Duration is the price-weighted average term to maturity of financial
instruments' cash flows.
(c) Estimated cushion need to protect against investors requiring a higher
return compared to Treasury securities, assuming constant interest rates.
(d) Estimated cushion required due to a potential imbalance of supply and
demand resulting in a wider bid/ask spread.
(e) Sum of duration (c) and liquidity (d) spread cushions.
(f) Product of estimated price duration (b) and total spread cushion. The
additional equity, as determined by management, to reasonably protect the
Company from lender margin calls. The size of each cushion is based on
managements experience with the price volatility and liquidity in the
various asset categories. Individual assets that have exposure to
substantial credit risk will be measured individually and the leverage
adjusted as actual delinquencies, defaults and losses differ with
management's expectations.
(g) The sum of the minimum lender haircut (a) and the Company's equity cushion
(f).

Implementation of the CAG--Mark to Market. Each quarter, the Company marks
its assets to market. This process consists of two steps: (i) valuing the
Company's Mortgage Assets acquired in the secondary market and (ii) valuing the
Company's non-security investments, such as its mortgage loans. For the
purchased Mortgage Assets portfolio, the Company obtains market quotes for its
Mortgage Assets from traders that make markets in securities similar to those
in the Companys portfolio. Market values for the Company's mortgage loan
portfolio is calculated internally using assumptions for losses, prepayments
and discount rates.

The face amount of all financing used for securities and mortgage loans is
subtracted from the current market value of the Company's assets (and hedges).
This is the current market value of the Company's equity. This number is
compared to the required capital as determined by the CAG. If the actual equity
of the Company falls below the capital required by the CAG, the Company must
prepare a plan to bring the actual capital above the level required by the CAG.

Each quarter, management presents to the Board of Directors the results of
the CAG compared to actual equity. Management may propose changing the capital
required for a class of investments or for an individual investment based on
its prepayment and credit performance relative to the market and the ability of
the Company to predict or hedge the risk of the asset.

Interest Rate Risk Management

The Company addresses the interest rate risk to which its mortgage portfolio
is subject in part through its securitization strategy, which is designed to
provide long-term financing for its mortgage loan production while maintaining
a consistent spread in a variety of interest rate environments. In order to
address any remaining mismatch of assets and liabilities, the Company follows
the hedging section of its investment policy, as approved by the Board.
Specifically, the Company's interest rate risk management program will be
formulated with the intent to offset the potential adverse effects resulting
from rate adjustment limitations on its mortgage loans and Mortgage Assets and
the differences between interest rate adjustment indices and interest rate
adjustment periods of its adjustable-rate mortgage loans and related
borrowings.

The Company uses interest rate caps and interest rate swaps and may, from
time to time, purchase interest-only REMIC regular interests and similar
instruments to attempt to mitigate the risk of the cost of its variable

56
<PAGE>

rate liabilities increasing at a faster rate than the earnings on its assets
during a period of rising rates. In this way, the Company intends generally to
hedge as much of the interest rate risk as management determines is in the best
interests of the stockholders of the Company, given the cost of such hedging
transactions and the need to maintain the Company's status as a REIT. See
"Federal Income Tax Considerations-Qualification as a REIT--Sources of Income."
This determination may result in management electing to have the Company bear a
level of interest rate risk that could otherwise be hedged when management
believes, based on all relevant facts, that bearing such risk is advisable. The
Company may also, to the extent consistent with its compliance with the REIT
gross income tests and applicable law, utilize financial futures contracts,
options and forward contracts as a hedge against future interest rate changes.

The Company seeks to build a balance sheet and undertake an interest rate
risk management program which is likely, in management's view, to enable the
Company to generate positive earnings and maintain an equity liquidation value
sufficient to maintain operations given a variety of potentially adverse
circumstances. Accordingly, the hedging program addresses both income
preservation, as discussed in the first part of this section, and capital
preservation concerns.

Interest rate cap agreement are legal contracts between the Company and a
third party firm (the "counter-party"). The counter-party agrees to make
payments to the Company in the future should the one or three month LIBOR
interest rate rise above the "strike" rate specified in the contract. The
Company makes monthly premium payments to the counterparty under the contract.
Each contract has a fixed "notional face" amount, on which the interest is
computed, and a set term to maturity. Should the reference LIBOR interest rate
rise above the contractual strike rate, the Company will earn cap income.
Payments on an annualized basis equal the contractual notional face amount
times the difference between actual LIBOR and the strike rate.

Interest rate swap agreements entered into by the Company through June 30,
1997 stipulate that the Company will pay a fixed rate of interest to the
counterparty. In return, the counterparty pays the Company a variable rate of
interest based on the notional amount. The agreements have fixed notional
amounts, on which the interest is computed, and set terms to maturity.

In all of its interest rate risk management transactions, the Company follows
certain procedures designed to limit credit exposure to counterparties,
including dealing only with counterparties whose financial strength meets the
Company's requirements. See "Risk Factors--Failure to Effectively Hedge Against
Interest Rate Changes; May Adversely Affect Results of Operations," "--
Limitations on Effectively Hedging" and "--Potential Adverse Effect of the Use
of Financial Instruments in Hedging."

In its assessment of the interest sensitivity and as an indication of the
Company's exposure to interest rate risk, management relies on models of
financial information in a variety of interest rate scenarios. Using these
models, the fair value and interest rate sensitivity of each financial
instrument (or groups of similar instruments) is estimated, and then aggregated
to form a comprehensive picture of the risk characteristics of the balance
sheet. These amounts contain estimates and assumptions regarding prepayments
and future interest rates. Actual economic conditions may produce results
significantly different from the results depicted below. However, management
believes the interest sensitivity model used is a valuable tool to manage the
Company's exposure to interest rate risk.

57
<PAGE>

INTEREST RATE SENSITIVITY
JUNE 30, 1997

<TABLE>
<CAPTION>
BASIS POINT INCREASE (DECREASE)
IN INTEREST RATE(A)
------------------------------------------
(100) BASE(B) 100 ELASTICITY(E)
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Market value of:
Assets.................. $616,216 $602,690 $597,554 1.55%
Liabilities............. 558,976 556,402 553,866 0.46%
Interest rate
agreements............. (2,692) 1,180 5,657 1.57%
Cumulative change in
value(B)................ $ 7,080 -- $ 1,877
======== ======== ========
Percent change from base
assets(C)............... 1.17% -- 0.31% 0.43%
======== ======== ======== ====
Percent change of
capital(D).............. 15.28% -- 4.05% 5.61%
======== ======== ======== ====
</TABLE>
- --------
(A) Value of asset, liability or interest rate agreement in a parallel shift
in the yield curve, up and down one percent.
(B) Total change in estimated market value, in dollars, from "base." "Base" in
the estimated market value at June 30, 1997.
(C) Total change in estimated market value, as a percent, from base.
(D) Total change in estimated market value as a percent of total stockholders'
equity at June 30, 1997.
(E) Elasticity is the average percentage change in estimated market value from
base over a range of up and down interest rate scenarios.

For the above analysis, market quotations are used in estimating the fair
value of the Mortgage Securities. The fair value of all other financial
instruments is estimated by discounting projected future cash flows, including
projected prepayments for mortgage loans, at prevailing market rates. The fair
value of cash, cash equivalents, accrued interest receivable and payable and
other assets and liabilities approximates its carrying value.

The Company's analysis for assessing interest rate sensitivity on its
subprime mortgage loans relies significantly on estimates for prepayment
speeds. A prepayment model has been internally developed based upon four main
factors.

. Refinancing incentives (the interest rate of the mortgage compared with
the current mortgage rates available to the borrower)

. Borrower credit grades (a higher letter means a higher grade)

. Loan-to-value ratios

. Prepayment penalties, if any

These factors are weighted based on management's experience and an
evaluation of the important trends observed in the subprime mortgage
origination industry. The following table is designed to display the impact of
a change in each of the factors on prepayment speeds within the Company's
model.

<TABLE>
<CAPTION>
PREPAYMENT FACTOR INCREASE PREPAYMENTS DECREASE PREPAYMENTS
----------------- -------------------- --------------------
<S> <C> <C>
Refinancing Lower Mortgage Rates Higher Mortgage Rates
Incentives/Current
Mortgage rates
Credit Grade Better Credit Worse Credit
Loan-to-value Lower Loan-to-value Higher loan-to-value
Prepayment Penalty Lower Prepayment Penalty Cost Higher Prepayment Penalty Cost
</TABLE>

The refinancing incentive measures the gain the borrower realizes from
refinancing at current mortgage rates. The greater the incentive to refinance
(interest rates lower than when the mortgage was originated), the higher the
prepayment speeds. Conversely, if interest rates rise, the borrower is less
likely to payoff their loan.

A borrower's credit grade impacts projected prepayment due to the
availability of refinancing options. "A" credit borrowers have more lenders
willing to make mortgage loans to them than do "D" credit borrowers. The
Company's prepayment model takes this fact into account over continuum of
credit grades.

58
<PAGE>

The loan-to-value ratio is another important factor in the Company's
prepayment model. Loans with a low loan-to-value ratio have more equity in
their property and are more likely to take equity out of the homes through a
cash-out refinancing. Borrowers with high loan-to-value ratios have fewer
options and little equity to be taken out of the property, presumably
resulting in lower prepayment speeds.

The length and amounts of the prepayment penalty is another factor that
drives the level of projected mortgage prepayments. A borrower with a
significant prepayment penalty effectively increases the current mortgage
rate, which reduces the refinancing incentive. Conversely, a borrower without
a prepayment penalty has fewer financial barriers to realize the gains from
refinancing an existing mortgage into a lower rate mortgage loan.

The prepayment projections have limits on how fast or how slow a pool of
loans prepay. If interest rates rise, some borrowers still prepay their
mortgages due to factors such as relocation or the purchase of a new home. If
interest rates fall, some borrowers will not refinance their mortgage,
regardless of their economic incentives to do so.

The Company attempts to model the interrelation of these factors. The
prepayment projections are estimates intended to provide management an
indication of the change in cash flow in different interest rate scenarios.
These estimates are used in preparing interest sensitivity analyses used by
the Company's management in portfolio management. ACTUAL RESULTS MAY DIFFER
FROM THE ESTIMATES AND ASSUMPTIONS USED IN THE COMPANY'S MODEL AND THE
PROJECTED RESULTS AS SHOWN IN THE ABOVE TABLE.

The Company's investment policy sets the following general goals:

(1) Maintain the net interest margin between assets and liabilities, and

(2) Diminish the effect of changes in interest rate levels on the market
value of the Company's assets.

The above interest sensitivity analysis displays an estimate of the market
value of the Company's assets, liabilities and interest rate agreements as of
June 30, 1997. The analysis also shows the estimated changes in the fair value
of financial instruments should interest rates increase or decrease one
percent (100 basis points). Management uses this information to determine the
impact on stockholders' equity of changing interest rates and to monitor the
effectiveness of the interest rate risk management techniques discussed above.
Although management evaluates the portfolio using interest rate increases and
decrease greater than one percent, management focuses on the one percent
increase as any further increase in interest rates would require action to
adjust the portfolio to adapt to changing rates. The Company's investment
policy allows for no more than a ten percent change in the net fair value of
assets when interest rates rise or fall by one percent.

The Company's equity is more sensitive to falling interest rates than rising
interest rates. As shown in the table above, if interest rates fall one
percent (-100 basis points), the value of the Company's capital would increase
by 15.28 percent. If interest rates rise by one percent (+100 basis points),
the value of the Company's capital would increase by 4.05 percent.

Another measure of interest risk is elasticity, a refinement of duration.
Duration is the price-weighted average term to maturity of financial
instruments' cash flows. Elasticity is the change, expressed as a percent, in
market value of a financial instrument, given a 100 basis point change in
interest rates. Financial companies with relatively long duration assets
financed by shorter duration liabilities generally experience market value
losses when rates increase and market value gains when rates decrease. This
pattern is complicated because many mortgages have prepayment options which
result in shorter mortgage durations as these prepayment options are exercised
in falling rate environment. Management's dynamic hedging strategies allow the
Company to match the elasticity of its assets with the elasticity of its
liabilities.

Prepayment Risk Management

The Company seeks to minimize the effects of faster or slower than
anticipated prepayment rates in its Mortgage Assets portfolio by acquiring
mortgage loans with prepayment penalties, utilizing various financial
instruments and the production of new mortgage loans as a hedge against
prepayment risk, and capturing through

59
<PAGE>

its servicing of the mortgage loans a large portion of those loans which are
refinanced. Under certain state laws, prepayment charges may not be imposed or
may be limited as to amount or period of time they can be imposed. Prepayment
risk is monitored by management and through periodic review of the impact of a
variety of prepayment scenarios on the Company's revenues, net earnings,
dividends, cash flow and net balance sheet market value.

Although the Company believes it has developed a cost-effective
asset/liability management program to provide a level of protection against
interest rate and prepayment risks, no strategy can completely insulate the
Company from the effects of interest rate changes, prepayments and defaults by
counterparties. Further, certain of the federal income tax requirements that
the Company must satisfy to qualify as a REIT limit the Company's ability to
fully hedge its interest rate and prepayment risks. See "Federal Income Tax
Considerations--Qualification as a REIT--Sources of Income."

Taxable Affiliates

The Company has implemented, and will continue to implement, portions of its
business strategy from time to time through one of its taxable affiliates.
Other taxable affiliates may be used to implement future business strategies.
For a REIT, a taxable affiliate refers to a corporation that is a consolidated
subsidiary for purposes of financial reporting under GAAP because the REIT is
entitled to up to 99 percent of dividends distributed by such corporation. The
voting common stock of such corporation, however, is owned by persons other
than the REIT due to the provisions of the Code limiting ownership by REITs of
the voting stock of non-REIT qualifying entities. See "Federal Income Tax
Considerations--Qualification as a REIT--Nature of Assets." In the Company's
case, the voting common stock of Holding, its taxable affiliate holding
company, is held by Messrs. Hartman and Anderson. See "Certain Transactions."
Such common stock will at all times have at least one percent of the dividends
and liquidation rights of Holding. The Company holds a class of preferred stock
of the taxable affiliate holding company, which preferred stock is entitled to
substantially all (up to 99 percent) of the dividends and liquidation proceeds
distributable from Holding.

Taxable affiliates are not Qualified REIT Subsidiaries and would be subject
to federal and state income taxes. In order to comply with the nature of asset
tests applicable to the Company as a REIT, as of the last day of each calendar
quarter, the value of the securities of any such affiliate held by the Company
must be limited to less than five percent of the value of the Company's total
assets and no more than ten percent of the voting securities of any such
affiliate may be owned by the Company. See "Federal Income Tax Considerations--
Qualification as a REIT--Nature of Assets." Taxable affiliates have not elected
REIT status and distribute any net profit after taxes to the Company and its
other stockholders. Any dividend income received by the Company from any such
taxable affiliate (combined with all other income generated from the Company's
assets, other than Qualified REIT Assets) must not exceed 25 percent of the
gross income of the Company. See "Federal Income Tax Considerations--
Qualification as a REIT--Sources of Income." Before the Company forms any
additional taxable affiliate corporations, the Company will obtain an opinion
of counsel to the effect that the formation and contemplated method of
operation of such corporation will not cause the Company to fail to satisfy the
nature of assets and sources of income tests applicable to it as a REIT.

Properties

The Company's executive and administrative offices are located in Westwood,
Kansas, and consist of approximately 7,000 square feet. The lease on the
premises expires February 2000. The current annual rent for these offices is
approximately $101,000.

NovaStar Mortgage leases space for its mortgage lending operations in Irvine,
California. As of June 30, 1997, these offices consisted of approximately 5,000
square feet. The lease on the premises expires November 2001 and the current
annual rent is approximatley $84,000.

Legal Proceedings

The Company occasionally becomes involved in litigation arising in the normal
course of business. Management believes that any liability with respect to such
legal actions, individually or in the aggregate, will not have a material
adverse effect on the Company's financial position or results of operations.

60
<PAGE>

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company and their positions are
as follows:

<TABLE>
<CAPTION>
NAME POSITION
---- --------
<S> <C>
Scott F. Hartman(1)..... Chairman of the Board, Secretary and Chief Executive Officer
W. Lance Anderson(1).... Director, President and Chief Operating Officer
Mark J. Kohlrus......... Senior Vice President, Treasurer and Chief Financial Officer
Edward W.
Mehrer(2)(3)(4)........ Director
Gregory T.
Barmore(2)(4).......... Director
Jenne K. Britell(2)(3).. Director
</TABLE>
- --------
(1)Founder of the Company.
(2)Independent Director.
(3)Member of the Audit Committee.
(4)Member of the Compensation Committee.

Information regarding the background and experience of the Company's
directors and officers follows:

Directors and Executive Officers

SCOTT F. HARTMAN, age 38, is Chairman of the Board of Directors and Chief
Executive Officer. His main responsibilities are to manage the Company's
portfolio of investments, interact with the capital markets and oversee the
securitization of the Company's mortgage loan production. Mr. Hartman most
recently served as Executive Vice President of Dynex Capital, Inc., (Dynex)
formerly Resource Mortgage Capital, Inc., a New York Stock Exchange listed Real
Estate Investment Trust. His responsibilities while at Dynex included managing
the investment portfolio, overseeing the securitization of mortgage loans
originated through Dynex's mortgage operation and the administration of the
securities issued by Dynex. Mr. Hartman left Dynex in June 1996 to pursue this
opportunity. Prior to joining Dynex in February 1995, Mr. Hartman served as a
consultant to Dynex for three years during which time he was involved in
designing and overseeing the development of Dynex's analytical and securities
structuring system. Mr. Hartman also serves as a Director and Vice Chairman of
NovaStar Mortgage.

W. LANCE ANDERSON, age 37, is President and Chief Operating Officer of the
Company and is a member of the Board of Directors. His main responsibility is
to manage the Company's mortgage origination and servicing operations. Mr.
Anderson most recently served as Executive Vice President of Dynex. In
addition, Mr. Anderson was President and Chief Executive Officer of Dynex's
Single Family mortgage operation, Saxon Mortgage. In this role he was
responsible for the origination, underwriting, servicing, quality control and
pricing functions for Saxon. He served in this capacity for two years prior to
which he was Executive Vice President in charge of production for the Single
Family operation. Mr. Anderson served from October 1989 at Dynex where he was
responsible for the start up of the Single Family operation. Mr. Anderson was
also responsible for re-focusing the conduit on the subprime mortgage market in
late 1993. Mr. Anderson also serves as Chairman of the Board of Directors,
President and Chief Executive Officer of NovaStar Mortgage.

MARK J. KOHLRUS, age 38, is Senior Vice President, Treasurer and Chief
Financial Officer (the Company and NovaStar Mortgage). In that role, Mr.
Kohlrus is responsible for all accounting and finance functions, including
external reporting and compliance with REIT regulations. Prior to his joining
the Company, Mr. Kohlrus was employed by the public accounting firm of KPMG
Peat Marwick LLP (KPMG) in Kansas City, Missouri for nearly 15 years. During
his tenure with KPMG, Mr. Kohlrus worked extensively in the firm's Financial
Services practice and was involved in several public stock and debt offerings.

61
<PAGE>

EDWARD W. MEHRER, age 58, is Chief Financial Officer of Cydex, a
pharmaceutical company based in Overland Park, Kansas. Mr. Mehrer was
previously associated with Hoechst Marion Roussel (Marion), formerly Marion
Merrell Dow, Inc., an international pharmaceutical company, for approximately
ten years until his retirement in December 1995. From December 1991, he served
as Executive Vice President, Chief Financial Officer and a Director of Marion.
Prior to that position, he served in a number of financial and administrative
positions. Prior to joining Marion, Mr. Mehrer was a partner with the public
accounting firm of Peat Marwick Mitchell & Co. in Kansas City, Missouri.

GREGORY T. BARMORE, age 54, was most recently Chairman of the Board of GE
Capital Mortgage Corporation (GECMC) headquartered in Raleigh, North Carolina.
He was responsible for overseeing the strategic development of GECMC's
residential real estate-affiliated financial businesses, including mortgage
insurance, mortgage services and mortgage funding. Prior to joining GECMC in
1986, Mr. Barmore was Chief Financial Officer of Employers Reinsurance
Corporation (ERC), one of the nation's largest property and casualty
reinsurance companies and also a subsidiary of GE Capital. Prior to his
appointment at ERC, he held a number of financial and general management
positions within GE. Mr. Barmore was selected to serve on the Company's Board
as an Independent Director without regard to the GE Capital investment and
accordingly there are no arrangements with GE Capital or its affiliates
regarding his term of office or other aspects of his service on the Board.

JENNE K. BRITELL, age 55, has been President and General Manager of G.E.
Capital Mortgage Services, Inc. (GECMS) since July 1996. Before joining GECMS,
she was Executive Vice President and Chief Lending Officer of Dime Savings Bank
of New York, FSB, the nation's fifth largest thrift, for three years. Prior to
these positions she was Chairman and Chief Executive Officer of HomePower, Inc,
an international consulting firm, from March 1990 to April 1993. She also
served as President of the Polish American Mortgage Bank, Warsaw, Poland, the
first private residential construction and mortgage lending institution based
on Western models, in Eastern Europe.

Other Senior Officers

JAMES H. ANDERSON, age 34, is Senior Vice President and National Sales
Manager of NovaStar Mortgage. His primary responsibilities include overseeing
the overall marketing efforts of NovaStar Mortgage, including managing the
sales force of account executives. Prior to joining NovaStar in November 1996,
Mr. Anderson was President of his own marketing consulting business. From
August 1992 through September 1996, Mr. Anderson was employed by Saxon, where
he served as Vice President of Marketing, in charge of the Western Region of
the United States. In addition, Mr. Anderson was in charge of Saxon's national
sales force for correspondent lending.

MANUAL X. PALAZZO, age 47, is Senior Vice President and Chief Credit Officer
(the Company and NovaStar Mortgage). His primary responsibility is to manage
the underwriting and funding functions. Prior to joining NovaStar in December
1996, Mr. Palazzo was Senior Vice President of Credit and Administration of
Long Beach Mortgage Company since October 1995. From May 1994 Mr. Palazzo was
with Household Financial as Director of Underwriting. Prior to his tenure at
Household Mr. Palazzo spent eight years as manager of the wholesale lending
business for Novus Financial. Mr. Palazzo has been involved in the consumer
finance industry since 1972.

CHRISTOPHER S. MILLER, age 32, is Senior Vice President and Servicing Manager
of NovaStar Mortgage. Mr. Miller is a former Vice President of Option One
Mortgage Corporation, a subsidiary of Fleet Mortgage Corporation. From July
1995 to March 1997 Mr. Miller's responsibilities included managing the
Collections Department, Customer Service Department, Escrow Analysis, Payoff
Department, and Reconveyance. Prior to his tenure at Option One Mortgage in
1995, Mr. Miller spent over seven years at Novus Financial Corporation, a
subsidiary of Dean Witter Financial Services, where he managed multiple
servicing departments. Mr. Miller brings to NovaStar a diverse servicing
background with an emphasis on default management.

62
<PAGE>

TERMS OF DIRECTORS AND OFFICERS

The Company's Board of Directors consists of such number of persons as shall
be fixed by the Board of Directors from time to time by resolution to be
divided into three classes, designated Class I, Class II and Class III, with
each class to be as nearly equal in number of directors as possible. Currently
there are five directors. Mr. Mehrer is a Class I director, Mr. Anderson and
Mr. Barmore are Class II directors and Mr. Hartman and Ms. Britell are Class
III directors. Class I, Class II and Class III directors will stand for
reelection at the annual meetings of stockholders held in 1997, 1998 and 1999,
respectively. At each annual meeting, the successors to the class of directors
whose term expires at that time are to be elected to hold office for a term of
three years, and until their respective successors are elected and qualified,
so that the term of one class of directors expires at each such annual meeting.
The Company intends to maintain the composition of the Board so that there will
be no more than six directors, with a majority of Independent Directors at all
times after the issuance of the Units, each of whom shall serve on the Audit
and/or Compensation Committees. Ms. Britell joined the Board as the GE Capital
nominee. Such nominee will serve as a Class III director with a term running
until the 1999 annual meeting of stockholders. In the case of any vacancy on
the Board of Directors, including a vacancy created by an increase in the
number of directors, the vacancy may be filled by election of the Board of
Directors or the stockholders, with the director so elected to serve until the
next annual meeting of stockholders (if elected by the Board of Directors) or
for the remainder of the term of the director being replaced (if elected by the
stockholders); any newly-created directorships or decreases in directorships
are to be assigned by the Board of Directors so as to make all classes as
nearly equal in number as possible. Directors may be removed only for cause and
then only by vote of a majority of the combined voting power of stockholders
entitled to vote in the election for directors. Subject to the voting rights of
the holders of the Preferred Stock, the Charter may be amended by the vote of a
majority of the combined voting power of stockholders, provided that amendments
to the Article dealing with directors may only be amended if it is advised by
at least two-thirds of the Board of Directors and approved by vote of at least
two-thirds of the combined voting power of stockholders. The effect of the
foregoing as well as other provisions of the Company's Charter and Bylaws may
discourage takeover attempts and make more difficult attempts by stockholders
to change management. Prospective investors are encouraged to review the
Charter and Bylaws in their entirety.

The Bylaws of the Company provide that, except in the case of a vacancy, a
majority of the members of the Board of Directors will at all times be
Independent Directors. Independent Directors are defined as directors who are
not officers or employees of the Company or any affiliate or subsidiary of the
Company. GE Capital and its affiliates are expressly deemed not to be
affiliates of the Company for this purpose. Vacancies occurring on the Board of
Directors among the Independent Directors may be filled by a vote of a majority
of the remaining directors, including a majority of the remaining Independent
Directors. Officers are elected annually and serve at the discretion of the
Board of Directors. There are no family relationships between the executive
officers or directors.

COMMITTEES OF THE BOARD

Audit Committee. The Company has established an Audit Committee composed of
two Independent Directors. The Audit Committee makes recommendations concerning
the engagement of independent public accountants, reviews with the independent
public accountants the plans and results of any audits, reviews other
professional services provided by the independent public accountants, reviews
the independence of the independent public accountants, considers the range of
audit and non-audit fees and reviews the adequacy of the Company's internal
accounting controls.

Compensation Committee. The Company has established a Compensation Committee
composed of two Independent Directors. The Compensation Committee determines
the compensation of the Company's executive officers.

Other Committees. The Board of Directors may establish other committees as
deemed necessary or appropriate from time to time, including, but not limited
to, an Executive Committee of the Board of Directors.

63
<PAGE>

COMPENSATION OF DIRECTORS

The Company pays Independent Directors $10,000 per year plus $500 for each
meeting attended in person. Independent Directors also receive automatic stock
options pursuant to the Company's Stock Option Plan. However, as the GE Capital
nominee, Ms. Britell does not receive any compensation (including fees and
stock options) for her services on the Board of Directors. See "--Executive
Compensation--Stock Option Plan--Automatic Grants to Non-Employee Directors."
None of the directors of the Company has received any separate compensation for
service on the Board of Directors or on any committee thereof. In addition,
each Independent Director has been granted options to purchase 5,000 shares of
Common Stock at the fair market value of the Common Stock upon becoming a
director and options to purchase 2,500 shares at the fair market value of the
Common Stock on the day after each annual meeting of stockholders. All
directors receive reimbursement of reasonable out-of-pocket expenses incurred
in connection with meetings of the Board of Directors. No director who is an
employee of the Company will receive separate compensation for services
rendered as a director.

COMPENSATION COMMITTEE INTERLOCKS

No interlocking relationship exists between the Company's Board of Directors
or officers responsible for compensation decisions and the board of directors
or compensation committee of any other company, nor has any such interlocking
relationship existed in the past.

EXECUTIVE COMPENSATION

The objective of senior management in constructing its own compensation
packages as well as those of all the managers of the Company is to align the
interests of management as closely as possible with those of the stockholders.
This is accomplished by basing a large percentage of key managers' compensation
on the profitability of the Company (measured by return on stockholders'
equity) and the stock price.

EXECUTIVE OFFICER SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-------------------
SECURITIES
NAME AND POSITION OTHER ANNUAL UNDERLYING ALL OTHER
- ----------------- YEAR SALARY BONUS COMPENSATION OPTIONS(#) DER'S(3) COMPENSATION
<S> <C> <C> <C> <C> <C> <C> <C>
Scott F. Hartman(1)..... 1996 $70,000 -- -- 144,666 -- --
Chairman of the Board,
Secretary and Chief
Executive Officer
W. Lance Anderson(1).... 1996 70,000 -- -- 144,666 -- --
President and Chief
Operating Officer
Mark J. Kohlrus(2)...... 1996 4,000 -- -- 10,000 -- --
Senior Vice President,
Treasurer and Chief
Financial Officer
</TABLE>
- --------
(1) Mr. Hartman and Mr. Anderson were reimbursed by the Company for services
provided by them that were necessary and prudent in connection with the
formation of the Company and its Private Placement in 1996, including
payments in lieu of salary and for expenses directly attributable to the
formation of the Company. Mr. Hartman and Mr. Anderson are employed by the
Company at a base salary of $120,000 per annum which will increase upon the
closing of the Offering to $185,000.
(2) Mr. Kohlrus' employment with the Company began on December 16, 1996 at an
annual base salary of $96,000 which will increase upon the closing of this
Offering to $120,000 per annum. Mr. Kohlrus is eligible to receive an
annual bonus of up to 75 percent of his annual salary in 1997.
(3) Options granted to Mr. Hartman and Mr. Anderson which vest on the closing
of this Offering were granted without Dividend Equivalent Rights ("DERs").
Options granted to Mr. Kohlrus which begin to vest in December, 1997, were
granted with DER's. See "Management--Stock Option Grants."

64
<PAGE>

Bonus Incentive Compensation Plan. A bonus incentive compensation plan will
be established for certain executive and key officers of the Company and its
affiliates, to be effective commencing with the first full fiscal year after
this Offering. The annual bonus pursuant to the bonus incentive compensation
plan will be paid one-half in cash and one-half in shares of Common Stock of
the Company, annually, following receipt of the audit for the related fiscal
year. This program will award bonuses annually to those officers out of a total
pool determined by stockholder return on equity ("ROE") as follows:

<TABLE>
<CAPTION>
ROE(1) IN EXCESS OF BASE RATE(2) BY: BONUS AS PERCENT OF AVERAGE NET WORTH(3) OUTSTANDING
------------------------------------ ----------------------------------------------------
<C> <S>
zero or less 0%
greater than 0% but less than 6% 10% X (actual ROE - Base Rate)
Greater than 6% (10% X 6%) + 15% X (Actual
ROE - (Base Rate + 6%))
</TABLE>

Of the amount so determined, one-half will be deemed contributed to the total
pool in cash and the other half deemed contributed to the total pool in the
form of shares of Common Stock, with the number of shares to be calculated
based on the average price per share during the preceding year. The total pool
may not exceed $1 million for fiscal years ending December 31, 1998 and
December 31, 1999.
- --------
(1) "ROE" is determined for the fiscal year by averaging the monthly ratios
calculated each month by dividing the Company's monthly Net Income
(adjusted to an annual rate) by its Average Net Worth for such month. For
such calculations, the "Net Income" of the Company means the net income or
net loss of the Company determined according to GAAP, but after deducting
any dividends paid or payable on preferred stock issued after the Offering
and before giving effect to the bonus incentive compensation or any
valuation allowance adjustment to stockholders' equity. The definition
"ROE" is used only for purposes of calculating the bonus incentive
compensation payable pursuant to the bonus incentive compensation plan, and
is not related to the actual distributions received by stockholders. The
bonus payments will be an operating expense of the Company.
(2) "Base Rate" is the average for each month of the Ten-Year U.S. Treasury
Rate, plus four percent.
(3) "Average Net Worth" for any month means the arithmetic average of the sum
of (i) the net proceeds from all offerings of equity securities by the
Company since formation including exercise of Warrants and stock options
and pursuant to the proposed DRP (but excluding any offerings of preferred
stock subsequent to the Offering), after deducting any underwriting
discounts and commissions and other expenses and costs relating to the
offerings, plus (ii) the Company's retained earnings (without taking into
account any losses incurred in prior fiscal years, after deducting any
amounts reflecting taxable income to be distributed as dividends and
without giving effect to any valuation allowance adjustment to
stockholders' equity) computed by taking the daily average of such values
during such period.

65
<PAGE>

STOCK OPTION GRANTS

Options to acquire 334,332 shares were granted under the Company's 1996 Stock
Option Plan. Of these options, 10,000 have been granted to two non-employee
directors and an additional 35,000 were granted to current employees (excluding
the founders) and vested 25 percent on September 1, 1997 and will vest 25
percent on each anniversary of such date thereafter. Options granted to non-
employee directors are exercisable at $0.01 per share. The 35,000 options
granted to employees are exercisable at $1.06 per share. All such options were
granted with related DERs. The remaining options were granted to the founders,
exercisable at $15 per share, and shall vest only upon closing this Offering.
These options were granted without DERs. The Purchase Terms Agreement in the
Company's Private Placement restricted further grants of stock options (or
other Awards) prior to this Offering. See "Description of Capital Stock--
Purchase Terms Agreement."

The following table sets forth information concerning stock options granted
during 1996 to each of the Board of Director members and Executive Officers.

OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT
ASSUMED ANNUAL
PERCENT OF RATES OF
TOTAL OPTIONS STOCK PRICE
GRANTED TO APPRECIATION FOR
EMPLOYEES EXERCISE PRICE OPTION TERM
NAME DURING THE OR BASE PRICE EXPIRATION ---------------------
---- GRANTED(#) YEAR ($/SHARE) DATE 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
Scott F. Hartman........ 144,666(1) 43.27 $15.00 12/6/06 $3,534,685 $5,628,395
W. Lance Anderson....... 144,666(1) 43.27 15.00 12/6/06 3,534,685 5,628,395
Gregory T. Barmore...... 5,000(2) 1.50 0.01 9/27/06 81 130
Edward W. Mehrer........ 5,000(2) 1.50 0.01 9/27/06 81 130
Mark J. Kohlrus......... 10,000(2) 2.99 1.06 12/10/06 40,722 64,844
------- -----
Total shares granted
under SOP to Directors
and Executive
Officers............... 309,332 92.53
======= =====
</TABLE>
- --------
(1) Options granted vest upon closing of this Offering.
(2) 25 percent of the options granted will vest in 1997 and 25 percent in each
year thereafter.

The following table sets forth certain information with respect to the value
of the options as of December 31, 1996 held by the named directors and
executive officers.

FISCAL YEAR END OPTION VALUE

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AS OF OPTIONS AS OF
DECEMBER 31, 1996 DECEMBER 31, 1996(1)
------------------------- -------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME <S> <C> <C> <C>
Scott F. Hartman........ -- 144,666 -- --
W. Lance Anderson....... -- 144,666 -- --
Gregory T. Barmore...... -- 5,000 -- $12,450
Edward W. Mehrer........ -- 5,000 -- 12,450
Mark J. Kohlrus......... -- 10,000 -- 14,400
</TABLE>
- --------
(1) The amounts set forth represents the difference between the estimated fair
market value of $2.50 per share as of December 31, 1996 and the exercise
price of the options, multiplied by the applicable number of shares
underlying the options.

Units Acquired with Forgivable Debt. Messrs. Hartman and Anderson each
received 108,333 Units which were acquired at the price of $15 per Unit.
Payment for such Units was made by delivering to the Company promissory notes,
bearing interest at eight percent per annum compounded annually and secured by
the Units being acquired. Interest accrues during the first year and is added
to principal due under the note. Thereafter,

66
<PAGE>

interest is payable quarterly and upon forgiveness or at maturity of the notes,
which is at the end of the fifth fiscal period (as defined below).

The principal amount of the notes is divided into three equal tranches.
Payment of principal on each tranche will be forgiven by the Company, if the
following incentive performance tests are achieved:

. During the first five fiscal periods after issuance of the notes:

--One tranche will be forgiven for each fiscal period as to which the
Company generates a total return to investors in Units equal to or
greater than 15 percent.

--At the end of each of the five fiscal periods, all remaining tranches
will be forgiven if the Company has generated a total cumulative return
to investors in Units (from date of initial issuance of the notes) equal
to or greater than 100 percent.

. For purposes of calculating the returns to such investors:

--The term "fiscal period" will refer to each of five periods, the first
period commenced with the closing of the Offering of Units on December
9, 1996, and ends on December 31, 1997, and each succeeding fiscal
period extending for twelve months and ending on each December 31.

. The term "return" for each fiscal period will mean the sum of (on a per
Unit basis) (a) all cash dividends paid during (or declared with respect
to) such fiscal period per share of Preferred Stock (or per share of
Common Stock following conversion of the Preferred Stock upon completion
of a the Offering), (b) any increase or decrease in the price per share
of Preferred Stock (or resulting Common Stock) during such fiscal period,
measured by using the price per Unit to investors in this Offering as the
starting price ($15.00), and using the average public trading price
during the last 90 days of each succeeding fiscal period for such
succeeding periods (except such shorter period as the Common Stock is
traded in 1997), and (c) any increase or decrease in the price per
Warrant during such fiscal period, determined in the same manner as in
(b). For purposes of the fiscal period 15 percent return test, the total
return for a given period will be equal to the sum of (a), (b), and (c)
during the period, and for purposes of the cumulative 100 percent return
test, the amounts in (a), (b) and (c) will all be measured from the
beginning of the first fiscal period. The amount of that "return" will
then be measured as a percentage of the investors investment in the Units
(on a per Unit basis) without regard to timing of receipt of dividends or
timing of increases in per share or per Warrant prices.

. If one of the incentive tests is met, the amount of loan forgiveness for
each tranche will be the principal amount of such tranche of the note. In
addition, a loan will be made by the Company to Messrs. Hartman and
Anderson in the amount of (i) personal tax liability resulting from the
forgiveness of debt, and (ii) interest accrued during the first year of
the forgiven tranches. The note will bear interest at a floating market
rate, will be secured by that proportionate number of Units that had
secured the forgiven tranche of the note and will mature upon the earlier
of the sale of those Units (or the underlying securities) or the
termination of the officers employment with the Company.

Employment Agreements. The Company has entered into employment agreements
with the Founders, Mr. Hartman and Mr. Anderson. Each employment agreement
provides for a term through December 31, 2001 and will be automatically
extended for an additional year at the end of each year of the agreement,
unless either party provides a prescribed prior written notice to the contrary.
Each employment agreement provides for the annual base salary set forth in the
compensation table above and for participation by the subject officer in the
Bonus Incentive Compensation Plan. Each employment agreement provides for the
subject officer to receive his annual base salary and bonus compensation to the
date of the termination of employment by reason of death, disability or
resignation and to receive base compensation to the date of the termination of
employment by reason of a termination of employment for cause as defined in the
agreement. Each employment agreement also provides for the subject officer to
receive, if the subject officer resigns for "good reason" or is terminated
without cause after a "Change in Control" of the Company as those terms are
defined in the agreement, an amount, 50 percent payable immediately and 50
percent payable in monthly installments over the succeeding twelve months,
equal to three times such officer's combined maximum base salary and actual
bonus compensation for the preceding

67
<PAGE>

year, subject in each case to a maximum amount of one percent of the Company's
book equity value (exclusive of valuation adjustments) and a minimum of
$360,000. In that instance, the subject officer is prohibited from competing
with the Company for a period of one year. In addition, all outstanding options
granted to the subject officer under the 1996 Stock Option Plan shall
immediately vest. Section 280G of the Code may limit the deductibility of the
payments to such loan officer by the Company for federal income tax purposes.
"Change of Control" for purposes of the agreements would include a merger or
consolidation of the Company, a sale of all or substantially all of the assets
of the Company, changes in the identity of a majority of the members of the
Board of Directors of the Company (other than due to the death, disability or
age of a director) or acquisitions of more than 25 percent of the combined
voting power of the Company's capital stock, subject to certain limitations.
Absent a "Change in Control," if the Company terminates the officers employment
without cause, or if the officer resigns for "good reason," the officer
receives an amount, payable immediately, equal to such officers combined
maximum base salary and actual bonus compensation for the preceding year,
subject in each case to a maximum amount of one percent of the Company's book
value (exclusive of valuation adjustments) and a minimum of $120,000. If the
officer resigns for any other reason, there is no severance payment and the
officer is prohibited from competing with the Company for a period of one year
following the resignation. Although the Company believes these forfeiture and
non-compete provisions would generally be enforceable, there can be no
assurance that the employee will not elect to terminate the agreement early
despite these provisions and no longer remain in the Company's employ.

Stock Option Plan

General. The Company's 1996 Executive and Non-Employee Director Stock Option
Plan (the "1996 Stock Option Plan") provides for the grant of qualified
incentive stock options ("ISOs") which meet the requirements of Section 422 of
the Internal Revenue Code, stock options not so qualified ("NQSOs"), deferred
stock, restricted stock, performance shares, stock appreciation and limited
stock awards ("Awards") and dividend equivalent rights ("DERs").

Purpose. The 1996 Stock Option Plan is intended to provide a means of
performance-based compensation in order to attract and retain qualified
personnel and to afford additional incentive to others to increase their
efforts in providing significant services to the Company.

Administration. The 1996 Stock Option Plan is administered by the
Compensation Committee of the Board of Directors (the "Committee"), which shall
at all times be composed solely of non-employee directors as required by Rule
16b-3 under the Exchange Act. Members of the Committee are eligible to receive
only NQSOs pursuant to automatic grants of stock options discussed below.

Options and Awards. Options granted under the 1996 Stock Option Plan will
become exercisable in accordance with the terms of grant made by the Committee.
Awards will be subject to the terms and restrictions of the Awards made by the
Committee. Option and Award recipients shall enter into a written stock option
agreement with the Company. The Committee has discretionary authority to select
participants from among eligible persons and to determine at the time an option
or Award is granted when and in what increments shares covered by the option or
Award may be purchased or will vest and, in the case of options, whether it is
intended to be an ISO or a NQSO provided, however, that certain restrictions
applicable to ISOs are mandatory, including a requirement that ISOs not be
issued for less than 100 percent of the then fair market value of the Common
Stock (110 percent in the case of a grantee who holds more than ten percent of
the outstanding Common Stock) and a maximum term of ten years (five years in
the case of a grantee who holds more than ten percent of the outstanding Common
Stock). Fair market value means as of any given date, with respect to any
option or Award granted, at the discretion of the Board of Directors or the
Committee, (i) the closing sale price of the Common Stock on such date as
reported in the Western Edition of the Wall Street Journal or (ii) the average
of the closing price of the Common Stock on each day of which it was traded
over a period of up to twenty trading days immediately prior to such date, or
(iii) if the Common Stock is not publicly traded (e.g., prior to this
Offering), the fair market value of the Common Stock as otherwise determined by
the Board of Directors or the Committee in the good faith exercise of its
discretion.

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Eligible Persons. Officers and directors and employees of the Company and
other persons expected to provide significant services to the Company are
eligible to participate in the 1996 Stock Option Plan. ISOs may be granted to
the officers and key employees of the Company. NQSOs and Awards may be granted
to the directors, officers, key employees, agents and consultants of the
Company or any of its subsidiaries.

Under current law, ISOs may not be granted to any director of the Company who
is not also an employee, or to directors, officers and other employees of
entities unrelated to the Company. No options or Awards may be granted under
the Stock Option Plan to any person who, assuming exercise of all options held
by such person, would own or be deemed to own more than 25 percent of the
outstanding shares of equity stock of the Company.

Shares Subject to the Plan. The 1996 Stock Option Plan authorizes the grant
of options to purchase, and Awards of, an aggregate of up to ten percent of the
Company's total outstanding shares at any time, provided that no more than
320,000 shares of Common Stock shall be cumulatively available for grant as
Incentive Stock Options. If an option granted under the 1996 Stock Option Plan
expires or terminates, or an Award is forfeited, the shares subject to any
unexercised portion of such option or Award will again become available for the
issuance of further options or Awards under the 1996 Stock Option Plan. In
connection with any reorganization, merger, consolidation, recapitalization,
stock split or similar transaction, the Compensation Committee shall
appropriately adjust the number of shares of Common Stock subject to
outstanding options, Awards and DERs and the total number of shares for which
options, Awards or DERs may be granted under the Plan.

Term of the Plan. Unless previously terminated by the Board of Directors, the
1996 Stock Option Plan will terminate on September 1, 2006, and no options or
Awards may be granted under the 1996 Stock Option Plan thereafter, but existing
options or Awards remain in effect until the options are exercised or the
options or Awards are terminated by their terms.

Term of Options. Each option must terminate no more than ten years from the
date it is granted (or five years in the case of ISOs granted to an employee
who is deemed to own an excess of 10 percent of the combined voting power of
the Company's outstanding equity stock). Options may be granted on terms
providing for exercise either in whole or in part at any time or times during
their restrictive terms, or only in specified percentages at stated time
periods or intervals during the term of the option.

DERs. The Plan provides for granting of DERs in tandem with any options
granted under the Plan. Such DERs accrue for the account of the optionee shares
of Common Stock upon the payment of dividends on outstanding shares of Common
Stock. The number of shares accrued is determined by a formula and such shares
may be made transferable to the optionee either upon exercise of the related
option or on a "current-pay" basis so that payments would be made to the
optionee at the same time as dividends are paid to holders of outstanding
Common Stock. Holders of DERs may be made eligible to participate not only in
cash distributions but also in distributions of stock or other property made to
holders of outstanding Common Stock. Shares of Common Stock accrued for the
account of the optionee are eligible to receive dividends and distributions.
DERs may also be made "performance based" by conditioning the right of the
holder of the DER to receive any dividend equivalent payment or accrual upon
the satisfaction of specified performance objectives.

Option Exercise. The exercise price of any option granted under the 1996
Stock Option Plan is payable in full in cash, or its equivalent as determined
by the Committee. The Company may make loans available to options holders to
exercise options evidenced by a promissory note executed by the option holder
and secured by a pledge of Common Stock with fair value at least equal to the
principal of the promissory note unless otherwise determined by the Committee.

Automatic Grants to Non-Employee Directors. Each non-employee director of the
Company is automatically granted NQSOs to purchase 5,000 shares of Common Stock
with DERs upon becoming a director of the Company, and is also automatically
granted NQSOs to purchase 2,500 shares of Common Stock (with DERs) the day
after each annual meeting of stockholders upon re-election to or continuation
on the Board. Such automatic grants of stock options vest 25 percent on the
anniversary date in the year following the date of the

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<PAGE>

grant and 25 percent on each anniversary date thereafter. The exercise price
for such automatic grants of stock options is the fair market value of the
Common Stock on the date of grant, and is required to be paid in cash.

Amendment and Termination of Stock Option Plan. The Board of Directors may,
without affecting any outstanding options or Awards, from time to time revise
or amend the 1996 Stock Option Plan, and may suspend or discontinue it at any
time. However, no such revision or amendment may, without stockholder approval,
increase the number of shares subject to the 1996 Stock Option Plan, modify the
class of participants eligible to receive options or Awards granted under the
1996 Stock Option Plan or extend the maximum option term under the 1996 Stock
Option Plan.

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PRINCIPAL SECURITYHOLDERS

BENEFICIAL OWNERSHIP OF COMMON STOCK BY LARGE SECURITYHOLDERS

The following table sets forth certain information known to the Company with
respect to beneficial ownership of the Company's Common Stock as of June 30,
1997, after giving effect to the conversion of the Preferred Stock into Common
Stock and as adjusted to reflect the sale of Common Stock being offered hereby,
by each person other than members of management known to the Company to
beneficially own more than five percent (5%) of the Company's Common Stock.
Unless otherwise indicated in the footnotes to the table, the beneficial owners
named have, to the knowledge of the Company, sole voting and investment power
with respect to the shares beneficially owned, subject to community property
laws where applicable.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
OF COMMON STOCK OF COMMON STOCK
BEFORE OFFERING(1) AFTER OFFERING(2)
----------------------- -----------------------
NAME AND ADDRESS OF BENEFICIAL
OWNER SHARES PERCENT SHARES PERCENT
- ------------------------------ ------------ ---------- ------------ ----------
<S> <C> <C> <C> <C>
Wellington Management 1,333,400 31.62% 1,333,400 18.48%
Company(3)....................
75 State Street
Boston, MA 02109
Lindner Dividend Fund(4)...... 1,333,334 31.62 1,333,334 18.48
7711 Carondolet Avenue, Suite
700
St. Louis, MO 63104
General Electric Capital 1,333,332 31.62 1,333,332 18.48
Corporation(5)................
260 Long Ridge Road
Stamford, CT 06927
First Financial Fund, 933,400 23.24 933,400 13.30
Inc.(6).......................
c/o Wellington Management
Company
75 State Street
Boston, MA 02109
Wallace R. Weitz & 666,666 17.17 666,666 9.69
Company(7)....................
1125 South 103rd Street
Suite 600
Omaha, NE 68124-6008
Weitz Series Fund, Inc.(8).... 410,000 10.92 410,000 6.07
c/o Wallace R. Weitz & Company
1125 South 103rd Street,
Suite 600
Omaha, NE 68124-6008
Bay Pond Partners, L.P.(9).... 400,000 10.67 400,000 5.93
c/o Wellington Management
Company
75 State Street
Boston, MA 02109
</TABLE>

- --------
(1)Assuming conversion of all of the Securityholders' Preferred Stock into
Common Stock and the exercise of the listed Securityholder's Warrants.
(2)Assuming no exercise of Underwriter's over-allotment option, no exercise of
Warrants (except by the Securityholder named, separately) and no purchases
by any of the listed Securityholders in this Offering.
(3) Consists of 466,700 shares of Common Stock currently outstanding, and
466,700 shares of Common Stock issuable upon the exercise of Warrants, in
each case beneficially owned by First Financial Fund, Inc., for whom
Wellington Management Company ("Wellington") acts as investment advisor
and over which Wellington has shared investment power; 200,000 shares of
Common Stock currently outstanding, and 200,000 shares of Common Stock
issuable upon the exercise of Warrants, in each case beneficially owned by
Bay Pond Partners, L.P., for whom Wellington acts as investment advisor
and over which Wellington has shared voting and investment power.
(4) Includes 666,667 shares of Common Stock issuable upon the exercise of
Warrants.
(5) Includes 666,666 shares of Common Stock issuable upon the exercise of
Warrants.

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<PAGE>

(6) Includes 466,700 shares of Common Stock issuable upon the exercise of
Warrants. Wellington acts as investment advisor and shares investment
power with First Financial Fund, Inc. See footnote 3.
(7) Consists of 205,000 shares of Common Stock currently outstanding, and
205,000 shares of Common Stock issuable upon the exercise of Warrants, in
each case beneficially owned by Weitz Series Fund, Inc. (see footnote 8);
65,000 shares of Common Stock currently outstanding, and 65,000 shares of
Common Stock issuable upon the exercise of Warrants, in each case
beneficially owned by Weitz Partners, Inc,; and 63,333 shares of Common
Stock issuable upon the exercise of Warrants, in each case beneficially
owned by Weitz Partners III Limited Partnership. Wallace R. Weitz, as
President of Weitz Series Fund, Inc. and Weitz Partners, Inc. and as
general partner of Weitz Parters III Limited Partnership, may be deemed to
beneficially own such shares of Common Stock.
(8) Includes 185,000 shares of Common Stock beneficially owned by Weitz Series
Fund, Inc. --Value Portfolio and 20,000 shares of Common Stock
beneficially owned by Weitz Series Fund, Inc.--Hickory Portfolio and the
related 205,000 shares of Common Stock issuable upon the exercise of
Warrants. Wallace R. Weitz & Company has sole voting and investment power
with respect to these shares.
(9) Includes 200,000 shares of Common Stock issuable upon the exercise of
Warrants. Wellington also acts as investment advisor and shares investment
power with Bay Pond Partners, L.P. See footnote 3.

BENEFICIAL OWNERSHIP OF COMMON STOCK BY DIRECTORS AND MANAGEMENT

The following table sets forth certain information known to the Company with
respect to beneficial ownership of the Company's Common Stock as of June 30,
1997, after giving effect to the conversion of the Preferred Stock into Common
Stock and as adjusted to reflect the sale of Common Stock being offered hereby,
by (i) each director, (ii) the Company's Named Executive Officers, and (iii)
all directors and executive officers as a group. Unless otherwise indicated in
the footnotes to the table, the beneficial owners named have, to the knowledge
of the Company, sole voting and investment power with respect to the shares
beneficially owned, subject to community property laws where applicable.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP OF BENEFICIAL OWNERSHIP OF
COMMON STOCK COMMON STOCK
BEFORE OFFERING (1) AFTER OFFERING (2)
NAME OF BENEFICIAL OWNER ----------------------------------------------------
- ------------------------ NUMBER PERCENT NUMBER PERCENT
<S> <C> <C> <C> <C>
Scott F. Hartman (3)........ 509,665 13.86 509,665 7.63
W. Lance Anderson (3)....... 520,065 14.12 520,065 7.78
Edward W. Mehrer (4)........ 29,000 * 29,000 *
Gregory T. Barmore (5)...... 5,000 * 5,000 *
Jenne K. Britell............ -- -- -- --
Mark J. Kohlrus (6)......... 13,000 * 13,000 *
All Directors and Executive
Officers as a Group
(6 persons) ............... 1,076,730 -- 1,076,730 --
</TABLE>
- --------
*Less than one percent.
(1)Assuming conversion of all of the Securityholders' Preferred Stock into
Common Stock and the exercise of the listed Securityholder's Warrants and
currently exercisable options.
(2)Assuming no exercise of Underwriter's over-allotment option, no exercise of
Warrants (except by Securityholder named, separately), no purchases by any
of the listed Securityholders in this table and that all shares eligible to
be sold hereunder are sold.
(3)Messrs. Hartman and Anderson acquired (i) Units with promissory notes (see
"Management--Executive Compensation"), (ii) Common Stock as Founders (see
"Capitalization"), (iii) Units as purchasers in the Private Placement, and
(iv) Stock Options (see "Management--Executive Compensation").
(4)Consists of 12,000 Units purchased in the Private Placement, including 2,000
owned by his wife, and 5,000 shares of Common Stock issuable upon the
exercise of options.
(5)Includes 5,000 shares of Common Stock issuable upon the exercise of options.
(6)Includes 1,500 Units purchased in the Private Placement and 10,000 shares of
Common Stock issuable upon the exercise of options.

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<PAGE>

CERTAIN TRANSACTIONS

TRANSACTIONS WITH MANAGEMENT

In May 1996, Messrs. Hartman and Anderson formed NovaStar Mortgage for the
purpose of engaging in the subprime lending business. Following the Company's
Private Placement, NovaStar Mortgage began obtaining required licenses and
permits, developing guidelines for the origination of mortgage loans through
its wholesale lending channel and, hiring critical senior personnel to put in
place the infrastructure for its mortgage lending and servicing operations.

Following the close of the Private Placement of Units in December 1996, the
Company moved to implement the portion of its business strategy to be
conducted through taxable affiliates. In February 1997, Holding was formed to
serve as a holding company for such taxable affiliates. In March 1997, Messrs.
Hartman and Anderson acquired all of the outstanding non-voting common stock
of Holding for a total price of $20,000 and the Company acquired all of the
outstanding non-voting preferred stock of Holding for a total price of
$1,980,000. The voting common stock is entitled to one percent of the dividend
distributions of Holding and the preferred stock is entitled to 99 percent of
such distributions. At the time of acquisition of the common stock, Messrs.
Hartman and Anderson entered into an agreement of shareholders, to which the
Company is a party, which contains certain management and control provisions
and restrictions on transfer of the common stock. The obligations of Messrs.
Hartman and Anderson under the agreement of shareholders are secured by the
pledge of their common stock in Holding.

In February 1997, Holding acquired all of the outstanding common stock of
NovaStar Mortgage from Messrs. Hartman and Anderson. NovaStar Mortgage thereby
became a wholly-owned subsidiary of Holding. Through Holding, the Company thus
owns a beneficial interest in 99 percent of the future dividend distributions
attributable to NovaStar Mortgage.

During the three months ended June 30, 1997, the Company entered into a loan
purchase agreement with NovaStar Mortgage pursuant to which the Company agrees
to buy from time to time and NovaStar Mortgage agrees to sell to the Company
mortgage loans originated or acquired by NovaStar Mortgage. The loan purchase
agreement is non-exclusive as to both parties and provides for a fair market
value transfer of mortgage loans, generally on a servicing-released basis. The
Company and NovaStar Mortgage also entered into a flow subservicing agreement
under which NovaStar Mortgage agrees to service mortgage loans for the Company
initially for a fixed dollar fee per loan based on the fee in comparable,
subservicing arrangements. The subservicing agreement became effective with
the commencement of NovaStar Mortgage's servicing operation in July 1997. The
Company and NovaStar Mortgage further entered into an Administrative Services
Outsourcing Agreement dated as of June 30, 1997 pursuant to which NovaStar
Mortgage will provide to the Company on a fee basis certain administrative
services, including consulting with respect to the development of mortgage
loan products, loan underwriting, loan funding and quality control.

INDEBTEDNESS OF MANAGEMENT

Messrs. Hartman and Anderson are indebted to the Company pursuant to
forgivable promissory notes as described under "Management--Executive
Compensation--Units Acquired with Forgivable Debt."

CERTAIN BUSINESS RELATIONSHIPS

In connection with a commitment from General Electric Capital Corporation
("GE Capital") to purchase Units in the Company's Private Placement of Units
in 1996, the Company agreed that so long as GE Capital owns at least ten
percent of the outstanding Common Stock, assuming full conversion of the
Preferred Stock and full exercise of all Warrants, GE Capital will have the
right to appoint one director (of up to six authorized directors) or,
alternatively, to have board observation rights so long as it maintains more
than 20 percent of its initial investment in the Company. The current director
serving pursuant to these provisions is Jenne K. Britell, who was elected to
serve as an Independent Director with a term running until the 1999 annual
meeting of stockholders.

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<PAGE>

The Company also agreed, unless GE Capital waives its compliance, (i) to give
GE Capital's insurance affiliate FGIC three years' right of first offer to
issue credit enhancements on the Company's securitizations, (ii) to permit GE
Capital's mortgage company affiliate GE Capital Mortgage Corporation to sell
subprime mortgage loans, conforming to underwriting guidelines, to the Company
on an arm's-length basis, and (iii) to pay, subject to closing of the Private
Placement, GE Capital's reasonable legal and consulting fees up to $40,000
incurred in the Private Placement. To ensure that any purchases of subprime
mortgage loans from GE Capital Mortgage Corporation are executed at arms-
length, the Company will obtain two independent prices related to any such
transaction.

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<PAGE>

FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarizes the material federal income tax
considerations that may be relevant to a prospective purchaser of units. This
discussion is based on current law. The following discussion is not exhaustive
of all possible tax considerations. It does not give a detailed discussion of
any state, local or foreign tax considerations, nor does it discuss all of the
aspects of federal income taxation that may be relevant to a prospective
investor in light of such investors' particular circumstances or to certain
types of investors (including insurance companies, certain tax-exempt entities,
financial institutions, broker/dealers, foreign corporations and persons who
are not citizens or residents of the United States) subject to special
treatment under federal income tax laws.

EACH PROSPECTIVE PURCHASER OF THE COMMON STOCK IS URGED TO CONSULT WITH HIS
OR HER OWN TAX ADVISOR REGARDING THE SPECIFIC CONSEQUENCES TO HIM OR HER OF THE
PURCHASE, OWNERSHIP AND SALE OF THE COMMON STOCK, INCLUDING THE FEDERAL, STATE,
LOCAL, FOREIGN AND OTHER TAX CONSIDERATIONS OF SUCH PURCHASE, OWNERSHIP AND
SALE AND THE POTENTIAL CHANGES IN APPLICABLE TAX LAWS.

GENERAL

The Code provides special tax treatment for organizations that qualify and
elect to be taxed as REITs. The discussion below summarizes the material
provisions applicable to the Company as a REIT for federal income tax purposes
and to its stockholders in connection with their ownership of shares of stock
of the Company. However, it is impractical to set forth in this Prospectus all
aspects of federal, state, local and foreign tax law that may have tax
consequences with respect to an investor's purchase of the Common Stock. The
discussion of various aspects of federal taxation contained herein is based on
the Code, administrative regulations, judicial decisions, administrative
rulings and practice, all of which are subject to change. In brief, if certain
detailed conditions imposed by the Code are met, entities that invest primarily
in real estate assets, including mortgage loans, and that otherwise would be
taxed as corporations are, with certain limited exceptions, not taxed at the
corporate level on their taxable income that is currently distributed to their
stockholders. This treatment eliminates most of the "double taxation" (at the
corporate level and then again at the stockholder level when the income is
distributed) that typically results from the use of corporate investment
vehicles. A qualifying REIT, however, may be subject to certain excise and
other taxes, as well as normal corporate tax, on Taxable Income that is not
currently distributed to its stockholders. See "Federal Income Tax
Considerations--Taxation of the Company."

The Company elected to be taxed as a REIT under the Code commencing with its
taxable year ended December 31, 1996.

OPINION OF SPECIAL TAX COUNSEL

Jeffers, Wilson, Shaff & Falk, LLP ("Special Tax Counsel"), special tax and
ERISA counsel to the Company, has advised the Company in connection with the
formation of the Company, the Private Placement, this Offering and the
Company's election to be taxed as a REIT. Based on existing law and certain
representations made to Special Tax Counsel by the Company, Special Tax Counsel
is of the opinion that the Company (exclusive of any taxable affiliates)
operated in a manner consistent with its qualifying as a REIT under the Code
since the beginning of its taxable year ended December 31, 1996 through June
30, 1997, the date of the Company's unaudited balance sheet and income
statement made available to Counsel, and the organization and contemplated
method of operation of the Company are such as to enable it to continue to so
qualify throughout the balance of 1997 and in subsequent years. However,
whether the Company will in fact so qualify will depend on actual operating
results and compliance with the various tests for qualification as a REIT
relating to its income, assets, distributions, ownership and certain
administrative matters, the results of which may not be reviewed by Special Tax
Counsel. Moreover, certain aspects of the Company's method of operations have
not

75
<PAGE>

been considered by the courts or the Service. There can be no assurance that
the courts or the Service will agree with this opinion. In addition,
qualification as a REIT depends on future transactions and events that cannot
be known at this time. Accordingly, Special Tax Counsel is unable to opine
whether the Company will in fact qualify as a REIT under the Code in all
events. In the opinion of Special Tax Counsel, the section of the Prospectus
entitled "Federal Income Tax Considerations" identifies and fairly summarizes
the federal income tax considerations that are likely to be material to a
holder of the Common Stock and to the extent such summaries involve matters of
law, such statements of law are correct under the Code. Special Tax Counsel's
opinions are based on various assumptions and on the factual representations
of the Company concerning its business and assets. Accordingly, no assurance
can be given that the actual results of the Company's operation for any one
taxable year will satisfy such requirements. See "Termination or Revocation of
REIT Status" below.

The opinions of Special Tax Counsel are based upon existing law including
the Internal Revenue Code of 1986, as amended, existing Treasury Regulations,
Revenue Rulings, Revenue Procedures, proposed regulations and case law, all of
which is subject to change either prospectively or retroactively. Moreover,
relevant laws or other legal authorities may change in a manner that could
adversely affect the Company or its stockholders. Special Tax Counsel's
opinions also are based in part on the opinion of special Maryland counsel,
Piper & Marbury L.L.P., Baltimore, Maryland, that the Company is duly
organized and existing under Maryland law.

In the event the Company does not qualify as a REIT in any year, it will be
subject to federal income tax as a domestic corporation and its stockholders
will be taxed in the same manner as stockholders of ordinary corporations. To
the extent the Company would, as a consequence, be subject to potentially
significant tax liabilities, the amount of earnings and cash available for
distribution to its stockholders would be reduced. See "Termination or
Revocation of REIT Status" below.

QUALIFICATION AS A REIT

To qualify for tax treatment as a REIT under the Code, the Company must meet
certain tests which are described immediately below.

Ownership of Stock. For all taxable years after the first taxable year for
which a REIT election is made, the Company's shares of stock must be
transferable and must be held by a minimum of 100 persons for at least 335
days of a 12 month year (or a proportionate part of a short tax year). Since
the closing of its Private Placement, the Company has had more than 100
shareholders of record. The Company must also use the calendar year as its
taxable year. In addition, at all times during the second half of each taxable
year, no more than 50 percent in value of the shares of any class of the stock
of the Company may be owned directly or indirectly by five or fewer
individuals. In determining whether the Company's shares are held by five or
fewer individuals, the attribution rules of Section 544 of the Code apply. For
a description of these attribution rules, see "Description of Capital Stock."
The Company's Charter imposes certain repurchase provisions and transfer
restrictions to avoid more than 50 percent by value of any class of the
Company's stock being held by five or fewer individuals (directly or
constructively) at any time during the last half of any taxable year. Such
repurchase and transfer restrictions will not cause the stock not to be
treated as "transferable" for purposes of qualification as a REIT. The Company
has satisfied and intends to continue satisfying both the 100 stockholder and
50 percent/5 stockholder individual ownership limitations described above for
as long as it seeks qualification as a REIT. See "Description of Capital
Stock." The Company uses the calendar year as its taxable year for income tax
purposes.

Nature of Assets. On the last day of each calendar quarter at least 75
percent of the value of the Company's assets must consist of Qualified REIT
Assets, government securities, cash and cash items (the "75 percent of assets
test"). The Company expects that substantially all of its assets, other than
the preferred stock of the Company's taxable affiliate, will be "Qualified
REIT Assets." Qualified REIT Assets include interests in real property,
interests in mortgage loans secured by real property and interests in REMICs.
The Company has complied with the 75 percent of assets test for each quarter
since inception of its REIT election.

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<PAGE>

On the last day of each calendar quarter, of the investments in securities
not included in the 75 percent of assets test, the value of any one issuer's
securities may not exceed 5 percent by value of the Company's total assets and
the Company may not own more than ten percent of any one issuer's outstanding
voting securities. Pursuant to its compliance guidelines, the Company intends
to monitor closely (on not less than a quarterly basis) the purchase and
holding of the Company's assets in order to comply with the above assets tests.
In particular, as of the end of each calendar quarter the Company intends to
limit and diversify its ownership of securities of any taxable affiliate of the
Company, hedging contracts and other mortgage securities that do not constitute
Qualified REIT Assets to less than 25 percent, in the aggregate, by value of
its portfolio, to less than 5 percent by value as to any single issuer,
including the stock of any taxable affiliate of the Company, and to less than
10 percent of the voting stock of any single issuer (collectively the "25
percent of assets limits"). If such limits are ever exceeded, the Company
intends to take appropriate remedial action to dispose of such excess assets
within the 30 day period after the end of the calendar quarter, as permitted
under the Code. As of June 30, 1997, the Company complied with the tests
described in this paragraph.

When purchasing mortgage-related securities, the Company may rely on opinions
of counsel for the issuer or sponsor of such securities given in connection
with the offering of such securities, or statements made in related offering
documents, for purposes of determining whether and to what extent those
securities (and the income therefrom) constitute Qualified REIT Assets (and
income) for purposes of the 75 percent of assets test (and the source of income
tests discussed below). If the Company invests in a partnership, the Company
will be treated as receiving its share of the income and loss of the
partnership and owning a proportionate share of the assets of the partnership
and any income from the partnership will retain the character that it had in
the hands of the partnership.

Sources of Income. The Company must meet three separate income-based tests
each year in order to qualify as a REIT.

1. The 75 percent Test. At least 75 percent of the Company's gross income
(the "75 percent of income test") for the taxable year must be derived from the
following sources among others: (i) interest (other than interest based in
whole or in part on the income or profits of any person) on obligations secured
by mortgages on real property or on interests in real property; (ii) gains from
the sale or other disposition of interests in real property and real estate
mortgages, other than gain from property held primarily for sale to customers
in the ordinary course of the Company's business ("dealer property"); (iii)
income from the operation, and gain from the sale, of property acquired at or
in lieu of a foreclosure of the mortgage secured by such property or as a
result of a default under a lease of such property ("foreclosure property");
(iv) income received as consideration for entering into agreements to make
loans secured by real property or to purchase or lease real property (including
interests in real property and interests in mortgages on real property) (for
example, commitment fees); (v) rents from real property; and (vi) income
attributable to stock or debt instruments acquired with the proceeds from the
sale of stock or certain debt obligations ("new capital") of the Company
received during the one-year period beginning on the day such proceeds were
received ("qualified temporary investment income"). The investments that the
Company intends to make (as described under "Business--Portfolio of Mortgage
Assets") will give rise primarily to mortgage interest qualifying under the 75
percent of income test. As of June 30, 1997, the Company complied with the 75
percent income test on an annualized basis.

2. The 95 percent Test. In addition to deriving 75 percent of its gross
income from the sources listed above, at least an additional 20 percent of the
Company's gross income for the taxable year must be derived from those sources,
or from dividends, interest or gains from the sale or disposition of stock or
other securities that are not dealer property (the "95 percent of income
test"). Income attributable to assets other than Qualified REIT Assets, such as
income from or gain on the disposition of Qualified Hedges, that the Company
holds, dividends on stock (including any dividends from a taxable affiliate),
interest on any other obligations not secured by real property, and gains from
the sale or disposition of stock or other securities that are not Qualified
REIT Assets will constitute qualified income for purposes of the 95 percent of
income test only, and will not be qualified income for purposes of the 75
percent of income test. Income from mortgage servicing, loan guarantee fees (or
other contracts under which the Company would earn fees for performing
services) and hedging (other

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than from Qualified REIT Assets) will not qualify for either the 95 percent or
75 percent of income tests. The Company intends to severely limit its
acquisition of any assets or investments the income from which does not qualify
for purposes of the 95 percent of income test. Moreover, in order to help
ensure compliance with the 95 percent of income test and the 75 percent of
income test, the Company intends to limit substantially all of the assets that
it acquires (other than the shares of the preferred stock of any taxable
affiliate and Qualified Hedges) to Qualified REIT Assets. The policy of the
Company to maintain REIT status may limit the type of assets, including hedging
contracts, that the Company otherwise might acquire. As of June 30, 1997, the
Company complied with the 95 percent income test on an annualized basis.

For purposes of determining whether the Company complies with the 75 percent
of income test and the 95 percent of income test detailed above, gross income
does not include gross income from "prohibited transactions." A "prohibited
transaction" is one involving a sale of dealer property, other than foreclosure
property. Net income from "prohibited transactions" is subject to a 100 percent
tax. See "--Taxation of the Company."

3. The 30 percent Limit. Until the end of the 1997 year, the Company must
also derive less than 30 percent of its gross income from the sale or other
disposition of (i) Qualified REIT Assets held for less than four years, other
than foreclosure property or property involuntarily or compulsorily converted
through destruction, condemnation or similar events, (ii) stock or securities
held for less than one year (including Qualified Hedges) and (iii) property in
a prohibited transaction (together the "30 percent of income limit"). As a
result of the Company's having to closely monitor such gains, the Company may
have to hold mortgage loans and Mortgage Assets for four or more years and
securities (other than securities that are Qualified REIT Assets) and hedges
for one year or more at times when the Company might otherwise have opted for
the disposition of such assets for short term gains, in order to ensure that it
maintains compliance with the 30 percent of income limit. Recent legislation
repealed the 30 percent income limit effective with the Company's 1998 fiscal
year.

The Company intends to maintain its REIT status by carefully monitoring its
income, including income from hedging transactions, futures contracts and sales
of Mortgage Assets to comply with the 75 percent of income test, the 95 percent
of income test and as to the 1997 year the 30 percent of income limit as well.
See "--Taxation of the Company" for a discussion of the potential tax cost of
the Company's selling certain Mortgage Assets on a regular basis. In order to
help insure its compliance with the REIT requirements of the Code, the Company
has adopted guidelines the effect of which will be to limit the Company's
ability to earn certain types of income, including income from hedging, other
than hedging income from Qualified REIT Assets and from Qualified Hedges. See
"Business--Portfolio of Mortgage Assets--Interest Rate Risk Management."

If the Company fails to satisfy one or both of the 75 percent or 95 percent
of income tests for any year, it may face either (a) assuming such failure was
for reasonable cause and not willful neglect, a 100 percent tax on the greater
of the amounts of income by which it failed to comply with the 75 percent test
of income or the 95 percent of income test, reduced by estimated related
expenses or (b) loss of REIT status. There can be no assurance that the Company
will always be able to maintain compliance with the gross income tests for REIT
qualification despite the Company's periodic monitoring procedures. Moreover,
there is no assurance that the relief provisions for a failure to satisfy
either the 95 percent or the 75 percent of income tests will be available in
any particular circumstance. There are no comparable relief provisions which
could mitigate the consequences of a failure to satisfy the 30 percent of
income limit as to 1996 or 1997.

Distributions. The Company must distribute to its stockholders on a pro rata
basis each year an amount equal to (i) 95 percent of its Taxable Income before
deduction of dividends paid and excluding net capital gain, plus (ii) 95
percent of the excess of the net income from foreclosure property over the tax
imposed on such income by the Code, less (iii) any "excess noncash income" (the
"95 percent distribution test"). See "Dividend Policy and Distributions." The
Company intends to make distributions to its stockholders in amounts sufficient
to meet this 95 percent distribution requirement. Such distributions must be
made in the taxable year to which they relate or, if declared before the timely
filing of the Company's tax return for such year and paid not later than the
first regular dividend payment after such declaration, in the following taxable
year. A nondeductible

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excise tax, equal to 4 percent of the excess of such required distributions
over the amounts actually distributed will be imposed on the Company for each
calendar year to the extent that dividends paid during the year (or declared
during the last quarter of the year and paid during January of the succeeding
year) are less than the sum of (i) 85 percent of the Company's "ordinary
income," (ii) 95 percent of the Company's capital gain net income, and (iii)
income not distributed in earlier years.

If the Company fails to meet the 95 percent distribution test as a result of
an adjustment to the Company's tax returns by the Service, the Company by
following certain requirements set forth in the Code, may pay a deficiency
dividend within a specified period which will be permitted as a deduction in
the taxable year to which the adjustment is made. The Company would be liable
for interest based on the amount of the deficiency dividend. A deficiency
dividend is not permitted if the deficiency is due to fraud with intent to
evade tax or to a willful failure to file timely tax return.

TAXATION OF THE COMPANY

In any year in which the Company qualifies as a REIT, it generally will not
be subject to federal income tax on that portion of its taxable income or net
capital gain which is distributed to its stockholders. The Company will,
however, be subject to tax at normal corporate rates upon any net income or net
capital gain not distributed. The Company intends to distribute substantially
all of its taxable income to its stockholders on a pro rata basis in each year.
See "Dividend Policy and Distributions."

In addition, the Company will also be subject to a tax of 100 percent of net
income from any prohibited transaction and will be subject to a 100 percent tax
on the greater of the amount by which it fails either the 75 percent or 95
percent of income tests, reduced by approximated expenses, if the failure to
satisfy such tests is due to reasonable cause and not willful neglect and if
certain other requirements are met. The Company may be subject to the
alternative minimum tax on certain items of tax preference.

If the Company acquires any real property as a result of foreclosure, or by a
deed in lieu of foreclosure, the Company may elect to treat such real property
as "foreclosure property." Net income from the sale of foreclosure property is
taxable at the maximum federal corporate rate, currently 35 percent. Income
from foreclosure property will not be subject to the 100 percent tax on
prohibited transactions and, as to any foreclosure in 1997, will not be
included in income subject to the 30 percent of income limit. See "30 Percent
Limit" above. The Company will determine whether to treat such real property as
foreclosure property on the tax return for the fiscal year in which such
property is acquired. The Company expects to so elect.

The Company securitizes mortgage loans and sell such mortgage loans through
one or more taxable affiliates. However, if the Company itself were to sell
such Mortgage Assets on a regular basis, there is a substantial risk that they
would be deemed "dealer property" and that all of the profits from such sales
would be subject to tax at the rate of 100 percent as income from prohibited
transactions. Such taxable affiliate will not be subject to this 100 percent
tax on income from prohibited transactions, which is only applicable to REITs.

The Company will also be subject to the nondeductible four percent excise tax
discussed above if it fails to make timely dividend distributions for each
calendar year. See "--Qualification as a REIT-Distributions." The Company
intends to declare its fourth regular annual dividend during the final quarter
of the year and to make such dividend distribution no later than thirty-one
(31) days after the end of the year in order to avoid imposition of the excise
tax. Such a distribution would be taxed to the stockholders in the year that
the distribution was declared, not in the year paid. Imposition of the excise
tax on the Company would reduce the amount of cash available for distribution
to the Company's stockholders.

As a publicly held corporation, the Company will not be allowed a deduction
for applicable employee remuneration with respect to any covered employee in
excess of $1 million per year (the "Million Dollar Limit"). The Million Dollar
Limit on deductibility is subject to certain exceptions, including the
exception for "performance based compensation" meeting each of the following
criteria: (i) the agreement must have been

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approved by the corporation's stockholders, (ii) the agreement must have been
approved by a compensation committee consisting solely of two or more non-
employee directors of the corporation and (iii) under the agreement
compensation payable to the employee must be based on objective performance
criteria and the meeting of this criteria is certified by the compensation
committee. Based on certain representations of the Company, Counsel is of the
opinion that it is more likely than not that the deduction for compensation to
the officers under the agreements would not be disallowed under the Million
Dollar Limit.

TAXATION OF TAXABLE AFFILIATES

The Company has caused, and will continue to cause, the creation and sale of
Mortgage Assets or conduct certain hedging activities through one or more
taxable affiliates. To date, the Company has caused the formation of NFI
Holding Corporation, Inc. (Holding) and NovaStar Mortgage, Inc. (NovaStar
Mortgage), the wholly owned subsidiary of Holding. The Company owns all of the
preferred stock issued by Holding, which is entitled to 99 percent of the
dividends to be distributed by Holding. Scott Harman and Lance Anderson each
own 50 percent of the common stock of Holding. The common stock of Holding is
entitled to one percent of the dividends and liquidating distributions to be
distributed by Holding. The common stock is the sole class of voting stock of
Holding, although the Company would be entitled to vote on any matter that
could adversely affect the rights of its preferred stock. The assets of Holding
consist of the issued capital stock of NovaStar Mortgage and a nominal amount
of cash.

In order to ensure that the Company will not violate the prohibition on
ownership of more than 10 percent of the voting stock of a single issuer and
the prohibition on investing more than 5 percent of the value of its assets in
the stock or securities of a single issuer, the Company will primarily own only
shares of nonvoting preferred stock of the taxable affiliate and will not own
any of the taxable affiliates' common stock. The Company will monitor the value
of its investment in the taxable affiliate on a quarterly basis to limit the
risk of violating any of the tests that comprise the 25 percent of assets
limits. In addition, the dividends that the taxable affiliate pays to the
Company will not qualify as income from Qualified REIT Assets for purposes of
the 75 percent of income test, and in all events would have to be limited,
along with the Company's other interest, dividends, gains on the sale of
securities, hedging income, and other income not derived from Qualified REIT
Assets to less than 25 percent of the Company's gross revenues in each year.
See "Qualification as a REIT--Nature of Assets" and "--Sources of Income." The
taxable affiliate will not elect REIT status, will be subject to income
taxation on its net earnings and will generally be able to distribute only its
net earnings to its stockholders, including the Company, as dividend
distributions. If the taxable affiliate creates a taxable mortgage pool, such
pool itself will constitute a separate taxable subsidiary of the taxable
affiliate. The taxable affiliate would be unable to offset the income derived
from such a taxable mortgage pool with losses derived from any other
activities.

TAXATION OF THE COMPANY'S STOCKHOLDERS

General. For any taxable year in which the Company is treated as a REIT for
federal income purposes, amounts distributed by the Company to its stockholders
out of current or accumulated earnings and profits will be includible by the
stockholders as ordinary income for federal income tax purposes unless properly
designated by the Company as capital gain dividends. In the latter case, the
distributions will be taxable to the stockholders as long-term capital gains.

Distributions of the Company will not be eligible for the dividends received
deduction for corporations. Stockholders may not deduct any net operating
losses or capital losses of the Company.

Any loss on the sale or exchange of shares of the stock of the Company held
by a stockholder for six months or less will be treated as a long-term capital
loss to the extent of any capital gain dividend received on the stock held by
such stockholders.

If the Company makes distributions to its stockholders in excess of its
current and accumulated earnings and profits, those distributions will be
considered first a tax-free return of capital, reducing the tax basis of a

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stockholder's shares until the tax basis is zero. Such distributions in excess
of the tax basis will be taxable as gain realized from the sale of the
Company's shares.

The Company (exclusive of its taxable affiliates) does not expect to acquire
or retain residual interests issued by REMICs. Such residual interests, if
acquired by a REIT, would generate excess inclusion income to shareholders of
the REIT. Excess inclusion income cannot be offset by net operating losses of a
stockholder. If the stockholder is a Tax-Exempt Entity, the excess inclusion
income is fully taxable as UBTI. If allocated to a foreign stockholder, the
excess inclusion income is subject to Federal income tax withholding without
reduction pursuant to any otherwise applicable tax treaty. Excess inclusion
income realized by a taxable affiliate is not passed through to stockholders of
the Company. Potential investors, and in particular Tax Exempt Entities, are
urged to consult with their tax advisors concerning this issue.

The Company intends to finance the acquisition of Mortgage Assets by entering
into reverse repurchase agreements, which are essentially loans secured by the
Company's Mortgage Assets. The Company expects to enter into master repurchase
agreements with secured lenders known as "counterparties." Typically, such
master repurchase agreements have cross-collateralization provisions that
afford the counterparty the right to foreclose on the Mortgage Assets pledged
as collateral. If the Service were to successfully take the position that the
cross-collateralization provisions of the master repurchase agreements result
in the Company having issued debt instruments (the reverse repurchase
agreements) with differing maturity dates secured by a pool of mortgage loans,
a portion of the Company's income could be characterized as "excess inclusion
income." Special Tax Counsel has advised the Company that it is more likely
than not that the cross-collateralization provisions of the master repurchase
agreements will not cause the Company to realize excess inclusion income.
Nevertheless, in the absence of any definitive authority on this issue, Special
Tax Counsel cannot give complete assurance.

The Company will notify stockholders after the close of the Company's taxable
year as to the portions of the distributions which constitute ordinary income,
return of capital and capital gain. Dividends and distributions declared in the
last quarter of any year payable to stockholders of record on a specified date
in such month will be deemed to have been received by the stockholders and paid
by the Company on December 31 of the record year, provided that such dividends
are paid before February 1 of the following year.

TAXATION OF TAX-EXEMPT ENTITIES

In general, a Tax-Exempt Entity that is a stockholder of the Company is not
subject to tax on distributions. The Service has ruled that amounts distributed
by a REIT to an exempt employees' pension trust do not constitute UBTI and thus
should be nontaxable to such a Tax-Exempt Entity. Based on that ruling, but
subject to the discussion of excess inclusion income set forth under the
heading "Taxation of the Company's Stockholders," Special Tax Counsel is of the
opinion that indebtedness incurred by the Company in connection with the
acquisition of real estate assets such as mortgage loans will not cause
dividends of the Company paid to a stockholder that is a Tax-Exempt Entity to
be UBTI, provided that the Tax-Exempt Entity has not financed the acquisition
of its stock with "acquisition indebtedness" within the meaning of the Code.
Under certain conditions, if a tax-exempt employee pension or profit sharing
trust were to acquire more than 10 percent of the Company's stock, a portion of
the dividends on such stock could be treated as UBTI.

For social clubs, voluntary employee benefit associations, supplemental
unemployment benefit trusts, and qualified group legal services plans exempt
from federal income taxation under Code Sections 501(c)(7), (c)(9), (c)(17) and
(c)(20), respectively, income from an investment in the Company will constitute
UBTI unless the organization is able to properly deduct amounts set aside or
placed in reserve for certain purposes so as to offset the UBTI generated by
its investment in the Company. Such entities should review Code Section
512(a)(3) and should consult their own tax advisors concerning these "set
aside" and reserve requirements.

FOREIGN INVESTORS

The preceding discussion does not address the federal income tax consequences
to foreign investors (non-resident aliens and foreign corporations as defined
in the Code) of an investment in the Company. In general,

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foreign investors will be subject to special withholding tax requirements on
income and capital gains distributions attributable to their ownership of the
Company's stock. Foreign investors in the Company should consult their own tax
advisors concerning the federal income tax consequences to them of a purchase
of shares of the Company's stock including the federal income tax treatment of
dispositions of interests in, and the receipt of distributions from, REITs by
foreign investors. In addition, federal income taxes must be withheld on
certain distributions by a REIT to foreign investors unless reduced or
eliminated by an income tax treaty between the United States and the foreign
investor's country. A foreign investor eligible for reduction or elimination of
withholding must file an appropriate form with the Company in order to claim
such treatment.

RECORDKEEPING REQUIREMENT

A REIT is required to maintain records regarding the actual and constructive
ownership of its shares, and other information, and within 30 days after the
end of its taxable year, to demand statements from persons owning above a
specified level of the REIT's shares (e.g., if the Company has over 200 but
fewer than 2,000 stockholders of record, from persons holding 1 percent or more
of the Company's outstanding shares of stock and if the Company has 200 or
fewer stockholders of record, from persons holding 1/2 percent or more of the
stock) regarding their ownership of shares. The Company must maintain, as part
of the Company's records, a list of those persons failing or refusing to comply
with this demand. Stockholders who fail or refuse to comply with the demand
must submit a statement with their tax returns setting forth the actual stock
ownership and other information. The Company intends to maintain the records
and demand statements as required by these regulations.

TERMINATION OR REVOCATION OF REIT STATUS

The Company's election to be treated as a REIT will be terminated
automatically if the Company fails to meet the requirements described above. In
that event, the Company will not be eligible again to elect REIT status until
the fifth taxable year which begins after the year for which the Company's
election was terminated unless all of the following relief provisions apply:
(i) the Company did not willfully fail to file a timely return with respect to
the termination taxable year, (ii) inclusion of incorrect information in such
return was not due to fraud with intent to evade tax, and (iii) the Company
establishes that failure to meet requirements was due to reasonable cause and
not willful neglect. The Company may also voluntarily revoke its election,
although it has no intention of doing so, in which event the Company will be
prohibited, without exception, from electing REIT status for the year to which
the revocation relates and the following four taxable years.

If the Company fails to qualify for taxation as a REIT in any taxable year,
and the relief provisions do not apply, the Company would be subject to tax
(including any applicable alternative minimum tax) on its taxable income at
regular corporate rates. Distributions to stockholders of the Company with
respect to any year in which the Company fails to qualify as a REIT would not
be deductible by the Company nor would they be required to be made. Failure to
qualify as a REIT would result in the Company's reduction of its distributions
to stockholders in order to pay the resulting taxes. If, after forfeiting REIT
status, the Company later qualifies and elects to be taxed as a REIT again, the
Company could face significant adverse tax consequences.

BACKUP WITHHOLDING

The Code imposes a modified form of "backup withholding" for payments of
interest and dividends. This withholding applies only if a stockholder, among
other things, (i) fails to furnish the Company with a properly certified
taxpayer identification number, (ii) furnishes the Company with an incorrect
taxpayer identification number, (iii) fails properly to report interest or
dividends from any source, or (iv) under certain circumstances fails to provide
the Company or the stockholder's securities broker with a certified statements,
under penalty of perjury, that he or she is not subject to backup withholding.

The backup withholding rate is 31 percent of "reportable payments", which
include the Company's dividends. Stockholders should consult their tax advisors
as to the procedure for insuring that Company distributions to them will not be
subject to backup withholding.

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The Company will report to its stockholders and the Service the amount of
dividends paid during each calendar year and the amount of tax withheld, if
any.

STATE AND LOCAL TAXES

State and local tax laws may not correspond to the federal income tax
principles discussed in this section. Accordingly, prospective stockholders
should consult their tax advisers concerning the state and local tax
consequences of an investment in the Company's stock.

ERISA INVESTORS

A fiduciary of a pension, profit-sharing, stock bonus plan or individual
retirement account, including a plan for self-employed individuals and their
employees or any other employee benefit plan subject to the prohibited
transaction provisions of the Code or the fiduciary responsibility provisions
of the Employee Retirement Income Security Act of 1974 ("ERISA") (collectively,
a "Plan"), should consider (i) whether the ownership of the Company's stock is
in accordance with the documents and instruments governing the Plan, (ii)
whether the ownership of the Company's stock is consistent with the fiduciary's
responsibilities and satisfies the requirements of Part 4 of Subtitle A of
Title I of ERISA (if applicable) and, in particular, the diversification,
prudence and liquidity requirements of Section 404 of ERISA, (iii) the
prohibitions under ERISA on improper delegation of control over, or
responsibility for "plan assets" and ERISA's imposition of co-fiduciary
liability on a fiduciary who participates in, or permits (by action or
inaction) the occurrence of, or fails to remedy a known breach of duty by
another fiduciary with respect to plan assets, and (iv) the need to value the
assets of the Plan annually.

As to the "plan assets" issue noted in clause (iii) above, based on certain
representations of the Company, Special Tax Counsel is of the opinion that the
Company's Common Stock will qualify as "publicly offered securities" within the
meaning of the regulations defining "plan assets" and therefore, in most
circumstances, the Common Stock, and not the underlying assets of the Company,
will be considered the assets of a Plan investing in the Common Stock.

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DESCRIPTION OF CAPITAL STOCK

GENERAL

Upon the closing of this Offering, the authorized capital stock of the
Company will consist of 46,450,000 shares of Common Stock, of which 6,766,665
shares of Common Stock will be outstanding, and 3,550,000 shares of the
Company's unclassified capital stock, none of which will be outstanding.

HISTORICAL CAPITAL STRUCTURE

The authorized capital stock of the Company consists of 50,000,000 shares of
Capital Stock, $0.01 par value ("Capital Stock"). All such shares of Capital
Stock were initially classified as Common Stock. The Company's Charter
authorizes the Board of Directors to reclassify any of the unissued shares of
authorized Capital Stock into other classes or series of Capital Stock,
including classes or series of preferred stock. On December 6, 1996, the
Company supplemented its Charter to divide and classify 3,550,000 shares of the
Capital Stock of the Company into a series of preferred stock designated as the
Company's Class A Convertible Preferred Stock (the "Preferred Stock"). The
Preferred Stock has the rights and privileges and is subject to the conditions
set forth in the Articles Supplementary establishing the terms of the Preferred
Stock. On December 9, 1996, the Company issued (i) 3,333,333 shares of
Preferred Stock as part of the Units, each Unit consisted of one share of
Preferred Stock and one Warrant, in the Company's Private Placement of Units;
and (ii) 216,666 shares of Preferred Stock as part of the Units acquired by the
founders with forgivable debt. Effective on the closing of this Offering, such
shares of outstanding Preferred Stock will automatically convert to Common
Stock. Shares of the Preferred Stock received by the Company upon the
conversion will be restored to the status of authorized but unissued shares of
Capital Stock, without designation as to class, and the Company intends to so
reclassify all remaining authorized shares of Preferred Stock.

The following summary of the respective rights of the Common Stock and the
Preferred Stock is qualified in its entirety by reference to the Company's
Charter and Articles Supplementary, copies of which have been filed with the
Commission as exhibits to the Registration Statement of which this Prospectus
is a part.

COMMON STOCK

Voting. Each holder of Common Stock is entitled to one vote for each share of
record on each matter submitted to a vote of holders of Capital Stock of the
Company. The Company's Charter does not provide for cumulative voting and,
accordingly, the holders of a majority of the outstanding shares of Capital
Stock have the power to elect all directors to be elected each year.

Annual meetings of the stockholders of the Company will be held, and special
meetings may be called by any member of the Board of Directors, by the
President or generally by stockholders holding at least 20 percent of the
outstanding shares of Capital Stock entitled to be voted at the meeting. The
Charter of the Company may be amended in accordance with Maryland law, subject
to certain limitations set forth in the Charter.

Dividends; Liquidation; Other Rights. So long as the Class A Convertible
Preferred Stock remains outstanding, the holders of Common Stock shall not be
entitled to dividends or distributions. Following conversion of all outstanding
shares of Preferred Stock upon the closing of this Offering, the holders of
shares of Common Stock are entitled to receive dividends when, as, and if
declared by the Board of Directors out of funds legally available therefor. In
the event of liquidation, dissolution or winding up of the Company, the holders
of Common Stock will share ratably in all assets of the Company remaining after
the payment of liabilities and after payment of the liquidation preference of
any shares or series of preferred stock that may be issued and outstanding.
There are no preemptive or other subscription rights, conversion rights or
redemption or sinking fund provisions with respect to shares of Common Stock.

PREFERRED STOCK

Additional preferred stock may be issued from time to time in one or more
classes or series, with such distinctive designations, rights and preferences
as shall be determined by the Board of Directors. Additional

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series of preferred stock would be available for possible future financing of,
or acquisitions by, the Company and for general corporate purposes without any
legal requirement that further stockholder authorization for issuance be
obtained. The issuance of additional series of preferred stock could have the
effect of making an attempt to gain control of the Company more difficult by
means of a merger, tender offer, proxy contest or otherwise. Additional series
of preferred stock, if issued, would have a preference on dividend payments (as
does the Preferred Stock) which would affect the ability of the Company to make
dividend distributions to the holders of Common Stock.

REGISTRATION RIGHTS

Each purchaser of Units in the Company's Private Placement is entitled to
certain rights with respect to registration under the Securities Act. Pursuant
to a Registration Rights Agreement, the Company has agreed to (i) file with the
Commission, within six months after the closing of this Offering, and use its
best efforts to cause to become effective as soon as practicable thereafter, a
shelf registration statement (the "Shelf Registration Statement") with respect
to the shares of Common Stock into which the shares of Preferred Stock have
been converted, the Warrants and the shares of Common Stock issuable pursuant
to the exercise of the Warrants and (ii) use its best efforts to have such
shares of Common Stock and the Warrants approved for quotation on the Nasdaq
National Market or listed on a stock exchange upon effectiveness of the Shelf
Registration Statement. The Company will be required to keep the Shelf
Registration Statement effective until the sooner of three years or such time
as, in the written opinion of counsel to the Company, such registration is not
required for the unrestricted resale of shares of Common Stock or Warrants
entitled to registration rights under the Registration Rights Agreement. In
addition, with respect to each investor who purchased 5 percent or more of the
Units sold in the Private Placement (a "5 percent purchaser"), the Company has
agreed to include with each registration statement it files relating to a new
issuance of Common Stock during the term of the Registration Rights Agreement
shares of Common Stock of such 5 percent purchaser resulting from the
conversion of the Preferred Stock or the exercise of Warrants, subject to
certain conditions. Such conditions provide, among other things, that the
managing underwriter in any offering being so registered may determine that all
of such shares of Common Stock proposed to be included in the offering cannot
be sold, in which case the number of such shares included will be reduced pro
rata among such 5 percent purchasers proposing to participate according to the
number of such shares proposed to be sold, provided, however, that with respect
to the Company's first two public offerings of Common Stock, such purchasers
will be entitled to participate pro rata in any amount that can be sold in
excess of $50 million per offering. In addition, following the end of the
effectiveness of the Shelf Registration Statement, each 5 percent purchaser
shall have two demand registration rights, unless, in the written opinion of
counsel to the Company (which opinion is reasonably acceptable to such
purchaser), such registration is not necessary for such 5 percent purchaser to
sell its shares in the manner contemplated in compliance with applicable
securities laws. If requested by any participating 5 percent purchaser, the
Company's management will conduct road shows to assist such 5 percent purchaser
in selling its shares under either the Shelf Registration Statement or the
demand registrations.

Messrs. Hartman and Anderson, as holders of the 216,666 shares of currently
outstanding Common Stock, are entitled to certain rights with respect to
registration under the Securities Act of such Common Stock. Under the terms of
a Founders Registration Rights Agreement, such holders are entitled to include
within any registration statement under the Securities Act proposed by the
Company with respect to a firm commitment underwritten public offering of
Common Stock (either for its own account or for the account of other security
holders) shares of Common Stock held by such holders, subject to certain
conditions and limitations.

PRIVATE PLACEMENT PURCHASE TERMS AGREEMENT

Pursuant to a Purchase Terms Agreement between the Company and the placement
agent in the Company's Private Placement, the Company agreed to a number of
provisions for the benefit of the purchasers of Units. The Purchase Terms
Agreement included, among other covenants, the following: (i) financial
reporting and information requirements prior to this Offering; (ii) approval by
a majority of Independent Directors of material increases in management
compensation; (iii) restrictions on affiliated transactions (excluding
transactions with

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GE Capital and its affiliates); (iv) prohibitions on entering unrelated lines
of business (including, but not limited to, investments in commercial and
multifamily mortgage and mortgage-backed securities or other REITs); (v)
maintenance of Key Man life insurance on Messrs. Hartman and Anderson for five
years; (vi) maintenance of the Company's status as a REIT; (vii) changes in the
capital allocation guidelines and hedge policies; (viii) undertaking to carry
out a liquidation of the Company upon the vote of a majority of the
stockholders recommending such action; and (ix) prohibition on grants of stock
options (or other Awards) under the Company's 1996 Stock Option Plan prior to
this Offering other than those stock options described in "Management--
Executive Compensation."

Following this Offering or, in the case of clauses (iv) and (v) above, one
year following this Offering, the provisions of clauses (ii) through (vii)
above may be modified or waived by a majority of Independent Directors. During
such one-year period, clause (iv) and (v) may be waived by a unanimous vote of
the Board of Directors. Clauses (viii) and (ix) will terminate upon the closing
of this offering.

REPURCHASE OF SHARES AND RESTRICTION ON TRANSFER

Two of the requirements of qualification for the tax benefits accorded by the
REIT provisions of the Code are that (1) during the last half of each taxable
year not more than 50 percent in value of the outstanding shares may be owned
directly or indirectly by five or fewer individuals (the "50 percent/5
stockholder test") and (2) there must be at least 100 stockholders on 335 days
of each taxable year of 12 months.

In order that the Company may meet these requirements at all times, the
Charter prohibits any person from acquiring or holding, directly or indirectly,
shares of Capital Stock in excess of 9.8 percent in value of the aggregate of
the outstanding shares of Capital Stock or in excess of 9.8 percent (in value
or in number of shares, whichever is more restrictive) of the aggregate of the
outstanding shares of Common Stock of the Company. For this purpose, the term
"ownership" is defined in accordance with the REIT provisions of the Code and
the constructive ownership provisions of Section 544 of the Code, as modified
by Section 856(h)(1)(B) of the Code.

For purposes of the 50 percent/5 stockholder test, the constructive ownership
provisions applicable under Section 544 of the Code attribute ownership of
securities owned by a corporation, partnership, estate or trust proportionately
to its stockholders, partners or beneficiaries, attribute ownership of
securities owned by family members and partners to other members of the same
family, treat securities with respect to which a person has an option to
purchase as actually owned by that person, and set forth rules as to when
securities constructively owned by a person are considered to be actually owned
for the application of such attribution provisions (i.e., "reattribution").
Thus, for purposes of determining whether a person holds shares of Capital
Stock in violation of the ownership limitations set forth in the Charter, many
types of entities may own directly more than the 9.8 percent limit because such
entities shares are attributed to its individual stockholders. For example, it
is contemplated that GE Capital and perhaps other corporate investors will own
in excess of 9.8 percent of the Capital Stock outstanding immediately after the
Offering. On the other hand, a person will be treated as owning not only shares
of Capital Stock actually or beneficially owned, but also any shares of Capital
Stock attributed to such person under the attribution rules described above.
Accordingly, under certain circumstances, shares of Capital Stock owned by a
person who individually owns less than 9.8 percent of the shares outstanding
may nevertheless be in violation of the ownership limitations set forth in the
Charter. Ownership of shares of the Company's Capital Stock through such
attribution is generally referred to as constructive ownership. The 100
stockholder test is determined by actual, and not constructive, ownership. The
Company has greater than 100 shareholders of record.

Under the constructive ownership provisions of Section 544 of the Code, a
holder of a Warrant will be treated as owning the number of shares of Capital
Stock into which such Warrant may be converted.

The Charter further provides that if any transfer of shares of Capital Stock
occurs which, if effective, would result in any person beneficially or
constructively owning shares of Capital Stock in excess or in violation of the
above transfer or ownership limitations, then that number of shares of Capital
Stock the beneficial or constructive ownership of which otherwise would cause
such person to violate such limitations (rounded to the nearest whole

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shares) shall be automatically transferred to a trustee (the "Trustee") as
trustee of a trust (the "Trust") for the exclusive benefit of one or more
charitable beneficiaries (the "Charitable Beneficiary"), and the intended
transferee shall not acquire any rights in such shares. Shares held by the
Trustee shall be issued and outstanding shares of Capital Stock. The intended
transferee shall not benefit economically from ownership of any shares held in
the Trust, shall have no rights to dividends, and shall not possess any rights
to vote or other rights attributable to the shares held in the Trust. The
Trustee shall have all voting rights and rights to dividends or other
distributions with respect to shares held in the Trust, which rights shall be
exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend
or other distribution paid to the intended transferee prior to the discovery by
the Company that shares of Common Stock have been transferred to the Trustee
shall be paid with respect to such shares to the Trustee by the intended
transferee upon demand and any dividend or other distribution authorized but
unpaid shall be paid when due to the Trustee. The Board of Directors of the
Company may, in their discretion, waive these requirements on owning shares in
excess of the ownership limitations.

Within 20 days of receiving notice from the Company that shares of Capital
Stock have been transferred to the Trust, the Trustee shall sell the shares
held in the Trust to a person, designated by the Trustee, whose ownership of
the shares will not violate the ownership limitations set forth in the Charter.
Upon such sale, the interest of the Charitable Beneficiary in the shares sold
shall terminate and the Trustee shall distribute the net proceeds of the sale
to the intended transferee and to the Charitable Beneficiary as follows. The
intended transferee shall receive the lesser of (1) the price paid by the
intended transferee for the shares or, if the intended transferee did not give
value for the shares in connection with the event causing the shares to be held
in the Trust (e.g., in the case of a gift, devise or other such transaction),
the Market Price (as defined below) of the shares on the day of the event
causing the shares to be held in the Trust and (2) the price per share received
by the Trustee from the sale or other disposition of the shares held in the
Trust. Any net sales proceeds in excess of the amount payable to the intended
transferee shall be immediately paid to the Charitable Beneficiary. In
addition, shares of Capital Stock transferred to the Trustee shall be deemed to
have been offered for sale to the Company, or its designee, at a price per
share equal to the lesser of (i) the price per share in the transaction that
resulted in such transfer to the Trust (or, in the case of a devise or gift,
the Market Price at the time of such devise or gift) and (ii) the Market Price
on the date the Company, or its designee, accepts such offer. The Company shall
have the right to accept such offer until the Trustee has sold shares held in
the Trust. Upon such a sale to the Company, the interest of the Charitable
Beneficiary in the shares sold shall terminate and the Trustee shall distribute
the net proceeds of the sale to the intended transferee.

The term "Market Price" on any date shall mean, with respect to any class or
series of outstanding shares of the Company's stock, the Closing Price (as
defined below) for such shares on such date. The "Closing Price" on any date
shall mean the last sale price for such shares, regular way, or, in case no
such sale takes place on such day, the average of the closing bid and asked
prices, regular way, for such shares, in either case as reported in the
principal consolidated transaction reporting system with respect to securities
listed or admitted to trading on the NYSE or, if such shares are not listed or
admitted to trading on the NYSE, as reported on the principal consolidated
transaction reporting system with respect to securities listed on the principal
national securities exchange on which such shares are listed or admitted to
trading or, if such shares are not listed or admitted to trading on any
national securities exchange, the last quoted price, or, if not so quoted, the
average of the high bid and low asked prices in the over-the-counter market, as
reported by the National Association of Securities Dealers, Inc. Automated
Quotation System of, if such system is no longer in use, the principal other
automated quotation system that may then be in use or, if such shares are not
quoted by any such organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a market in such
shares selected by the Board of Directors or, in the event that no trading
price is available for such shares, the fair market value of the shares, as
determined in good faith by the Board of Directors.

Every owner of more than five percent (or such lower percentage as required
by the Code or the regulations promulgated thereunder) of all classes or series
of the Company's stock, within 30 days after the end of each taxable year, is
required to give written notice to the Company stating the name and address of
such owner, the number of shares of each class and series of stock of the
Company beneficially owned and a description of the manner in which such shares
are held. Each such owner shall provide to the Company such additional

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<PAGE>

information as the Company may request in order to determine the effect, if
any, of such beneficial ownership on the Company's status as a REIT and to
ensure compliance with the ownership limitations.

Subject to certain limitations, the Board of Directors may increase or
decrease the ownership limitations. In addition, to the extent consistent with
the REIT provisions of the Code, the Board of Directors may waive the ownership
limitations for and at the request of certain purchasers in this Offering or
subsequent purchasers.

The provisions described above may inhibit market activity and the resulting
opportunity for the holders of the Company's Capital Stock and Warrants to
receive a premium for their shares or warrants that might otherwise exist in
the absence of such provisions. Such provisions also may make the Company an
unsuitable investment vehicle for any person seeking to obtain ownership of
more than 9.8 percent of the outstanding shares of Capital Stock.

INDEMNIFICATION

The Company's Charter obligates the Company to indemnify its directors and
officers and to pay or reimburse expenses for such individuals in advance of
the final disposition of a proceeding to the maximum extent permitted from time
to time by Maryland law. The Maryland General Corporation Law (the "Maryland
GCL") permits a corporation to indemnify its present and former directors and
officers, among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any proceeding
to which they may be made a party by reason of their service in those or other
capacities, unless it is established that (a) the act or omission of the
director or officer was material to the matter giving rise to the proceeding
and (i) was committed in bad faith, or (ii) was a result of active and
deliberate dishonesty, (b) the director or officer actually received an
improper personal benefit in money, property or services, or (c) in the case of
any criminal proceeding, the director or officer had reasonable cause to
believe that the act or omission was unlawful.

LIMITATION OF LIABILITY

The Maryland GCL permits the charter of a Maryland corporation to include a
provision limiting the liability of its directors and officers to the
corporation and its stockholder for money damages, except to the extent that
(i) it is proved that the person actually received an improper benefit or
profit in money, property or services, or (ii) a judgment or other final
adjudication adverse to the person is entered in a proceeding based on a
finding that the person's action, or failure to act, was the result of active
and deliberate dishonesty and was material to the cause of action adjudicated
in the proceeding. The Company's Charter contains a provision providing for
elimination of the liability of its directors and officers to the Company or
its stockholders for money damages to the maximum extent permitted by Maryland
law as amended or interpreted.

BUSINESS ACQUISITIONS STATUTES

Under the Maryland GCL, certain "business combinations" (including a merger,
consolidation, share exchange, or, in certain circumstances, an asset transfer
or issuance or reclassification of equity securities) between a Maryland
corporation and any person who beneficially owns ten percent or more of the
voting power of the corporations shares or an affiliate of the corporation
which, at any time within the two-year period prior to the date in question,
was the beneficial owner of 10 percent or more of the voting power of the then-
outstanding voting stock of the corporation (an "Interested Stockholder") or an
affiliate thereof are prohibited for five years after the most recent date on
which the Interested Stockholder became an Interested Stockholder. Thereafter,
any such business combination must be recommended by the board of directors of
such corporation and approved by the affirmative vote of at least (a) 80
percent of the votes entitled to be cast by holders of outstanding voting
shares of the corporation and (b) two-thirds of the votes entitled to be cast
by holders of outstanding voting shares of the corporation other than shares
held by the Interested Stockholder with whom the business combination is to be
effected, unless, among other things, the corporation's stockholders receive a
minimum price (as defined in the Maryland GCL) for their shares and the
consideration is received in cash or in the same form as previously paid by the
Interested Stockholder for its shares. These provisions of Maryland law do not
apply, however, to business combinations that are approved or exempted by the
board of directors of the corporation prior to the time that the Interested
Stockholder becomes an Interested Stockholder. The Board of Directors of the
Company

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<PAGE>

has adopted a resolution to the effect that the foregoing provisions of
Maryland law shall not apply to any future business combination with any
purchaser of Units in the Private Placement (or an affiliate thereof) or to any
other future business combination with the Company. No assurance can be given
that such provision will not be amended or eliminated at any point in the
future with respect to business combinations not involving a purchaser of
Units.

CONTROL SHARE ACQUISITIONS

The Maryland GCL provides that "control shares" of a Maryland corporation
acquired in a "control share acquisition" have no voting rights except to the
extent approved by a vote of two-thirds of the votes entitled to be cast on the
matter, excluding shares of stock owned by the acquiror or by officers or
directors who are employees of the corporation. "Control shares" are voting
shares of stock which, if aggregated with all other shares of stock owned by
such a person, would entitle the acquiror to exercise voting power in electing
directors within one of the following ranges of voting power: (i) one-fifth or
more but less than one third, (ii) one-third or more but less than a majority,
or (iii) a majority or more of all voting power. "Control shares" do not
include shares of stock the acquiring person is then entitled to vote as a
result of having owned stockholder approval. A "control share acquisition"
means, subject to certain exceptions, the acquisition of, ownership of, or the
power to direct the exercise of voting power with respect to, control shares.

A person who has made or proposes to make a "control share acquisition," upon
satisfaction of certain conditions (including an undertaking to pay expenses),
may compel the Board of Directors to call a special meeting of stockholders to
be held within 50 days of demand to consider the voting rights of the shares.
If no request for a meeting is made, the corporation may itself present the
question at any stockholders' meeting. If voting rights are not approved at the
meeting or if the acquiring person does not deliver an acquiring person
statement as permitted by the statute, then, subject to certain conditions and
limitations, the corporation may redeem any or all of the "control shares"
(except those for which voting rights have previously been approved) for fair
value determined, without regard to absence of voting rights, as of the date of
the last control share acquisition or of any meeting of stockholders at which
the voting rights of such shares are considered and not approved. If voting
rights for "control shares" are approved at a stockholders meeting and the
acquiror becomes entitled to vote a majority of the shares entitled to vote,
all other stockholders may exercise appraisal rights. The fair value of the
stock, as determined for purposes of such appraisal rights may not be less than
the highest price per share paid in the control share acquisition, and certain
limitations and restrictions otherwise applicable to the exercise of dissenters
rights do not apply in the context of "control share acquisitions."

The "control share acquisition" statute does not apply to stock acquired in a
merger, consolidation or share exchange if the corporation is a party to the
transaction, or to acquisitions approved or exempted by a provision of the
articles of incorporation or bylaws of the corporation adopted prior to the
acquisition of the shares. The Company has adopted a provision in its Bylaws
that exempts the Company's shares of Capital Stock from application of the
control share acquisition statute. No assurance can be given, however, that
such Bylaw provision may not be removed at any time by amendment of the Bylaws.

TRANSFER AGENT AND REGISTRAR

The Company has appointed UMB Bank N.A. as transfer agent and registrar with
respect to the Common Stock and the Warrants.

DESCRIPTION OF WARRANTS

The Warrants were issued pursuant to a warrant agreement (the "Warrant
Agreement") dated as of December 9, 1996 between the Company and the warrant
agent (the "Warrant Agent"). The Company is initially acting as Warrant Agent.
The following summary of certain provisions of the Warrant Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Warrant Agreement including the definitions therein of certain terms used
below. A copy of the Warrant Agreement is filed with the Commission along with
the Registration Statement of which this Prospectus is a part.

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The Warrants were originally issued as part of the Units, each Unit
consisting of one share of Preferred Stock and one Warrant. The Warrants were
represented by the Preferred Stock, which have an endorsement representing
beneficial ownership of the related Warrants on deposit with the Warrant Agent
as custodian for the registered holders of the Warrant. Prior to conversion,
transfer of a share of Preferred Stock to which the related Warrant has not
been exercised constituted transfer of a holder's beneficial interest in the
related Warrant. Upon closing of this Offering, each share of Preferred Stock
will automatically convert into one share of Common Stock and the registered
holder of the Preferred Stock will receive a stock certificate representing the
Common Stock, a certificate from the Warrant Agent evidencing a separately
transferable Warrant (the "Warrant Certificate"). Certain Warrants issued to
the placement agent are evidenced by Warrant Certificates issued at that time.
The Warrants and the Warrant Shares have not been registered under the
Securities Act and are subject to certain transfer restrictions. Holders of the
Warrants have certain registration rights with respect to the Common Stock
issued upon conversion of the Warrant Shares. The Warrants are exercisable
beginning on the earlier of the date of effectiveness of a Shelf Registration
Statement (see "Description of Capital Stock--Registration Rights") or six
months following the closing of the Offering and will remain exercisable until
the third anniversary of the exercise date at an exercise price of $15.00 per
share of Common Stock and will be subject to anti-dilution protection.

Each Warrant, when exercised, will entitle the holder thereof to receive one
share of Common Stock at an exercise price of $15.00 per share (the "Exercise
Price.") The exercise price per Warrant was established at the time of the
Company's initial Private Placement of Units, prior to its commencement of
operations, and was fixed by management at the per Unit offering price.

The Warrants may be exercised by surrendering to the Warrant Agent the
definitive Warrant Certificates evidencing such Warrants, with the accompanying
form of election to purchase properly completed and executed, together with
payment of the Exercise Price. Payment of the Exercise Price may be made (a) in
the form of cash or by certified or official bank check payable to the order of
the Company or (b) by surrendering additional Warrants or shares of Common
Stock for cancellation to the extent the Company may lawfully accept shares of
Common Stock, with the value of such shares of Common Stock for such purpose to
equal the average trading price of the Common Stock during the ten trading days
preceding the date surrendered and the value of the Warrants to equal the
difference between the value of a share of Common Stock and the Exercise Price.
Upon surrender of the Warrant Certificate and payment of the Exercise Price and
any other applicable amounts, the Warrant Agent will deliver or cause to be
delivered, to or upon the written order of such holder, stock certificates
representing the number of whole shares of Common Stock or other securities or
property to which such holder is entitled. If less than all of the Warrants
evidenced by a Warrant Certificate are to be exercised, a new Warrant
Certificate will be issued for the remaining number of Warrants.

No fractional shares of Common Stock will be issued upon exercise of the
Warrants. The holders of the Warrants have no right to vote on matters
submitted to the stockholders of the Company and have no right to receive
dividends. The holders of the Warrants not yet exercised are not entitled to
share in the assets of the Company in the event of liquidation, dissolution or
the winding up of the affairs of the Company.

The Exercise Price of the Warrants will be appropriately adjusted if the
Company (i) pays a dividend or makes a distribution on its Common Stock in
shares of its Common Stock, (ii) subdivides its outstanding shares of Common
Stock into a greater number of shares, (iii) combines its outstanding shares of
Common Stock into a smaller number of shares, (iv) issues by reclassification
of its Common Stock any shares of its capital stock, or (v) issues shares of
Capital Stock at a price below the greater of (a) $15 or (b) fair market value,
provided that this clause (v) shall not apply to this Offering.

In case of certain consolidations or mergers of the Company, or the
liquidation of the Company or the sale of all or substantially all of the
assets of the Company to another corporation, each Warrant will thereafter be
deemed exercised for the right to receive the kind and amount of shares of
stock or other securities or property to which such holder would have been
entitled as a result of such consolidation, merger or sale had the Warrants
been exercised immediately prior thereto (for shares of Preferred Stock if
prior to the conversion of the Preferred Stock and shares of Common Stock if
after the conversion), less the Exercise Price.

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UNDERWRITING

The underwriters named below (the "Underwriters"), represented by Stifel,
Nicolaus & Company, Incorporated and Nations Banc Montgomery Securities, Inc.
(the "Representatives"), have severally agreed to purchase, and the Company
has agreed to sell, subject to the terms and conditions set forth in an
underwriting agreement (the "Underwriting Agreement"), the respective number
of shares of Common Stock set forth opposite their names below. The
Underwriting Agreement provides that the obligations of the Underwriters are
subject to certain conditions precedent and that the Underwriters will be
obligated to purchase all of the shares if any are purchased.

<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERWRITER TO BE PURCHASED
----------- ----------------
<S> <C>
Stifel, Nicolaus & Company, Incorporated....................
Nations Bank Montgomery Securities, Inc.....................
---------
Total............................................... 3,000,000
=========
</TABLE>

The Underwriters, through the Representatives, have advised the Company that
they propose to offer the shares to the public at the Price to Public set
forth on the cover page of this Prospectus. The Underwriters may allow to
selected dealers a concession of not more than $ per share, and the
Underwriters may allow, and such dealers may reallow, a concession of not more
than $ per share to certain other dealers. After the initial public
offering, the public offering price, concession and reallowance may be changed
by the representatives. The Common Stock is offered subject to receipt and
acceptance by the Underwriters, and to certain other conditions, including the
right to reject orders in whole or in part.

The Company has granted the Underwriters an option exercisable for 30 days
after the date hereof to purchase up to 450,000 additional shares to cover
over-allotments, if any, at the initial public offering price less the
underwriting discount. If the Underwriters exercise this option, each of the
Underwriters will have a firm commitment, subject to certain conditions, to
purchase approximately the same percentage of such additional shares as the
number of shares to be purchased by it shown in the foregoing table bears to
the shares initially offered hereby. The Underwriters may purchase such shares
only to cover over-allotments in connection with this Offering.

The Underwriters have reserved up to 150,000 shares of Common Stock offered
hereby for sale at the Offering Price to directors, officers and employees of
the Company and to certain other persons.

Prior to this Offering, there has been no public market for the Common
Stock. Consequently, the public offering price will be determined by
negotiation between the Company and the Representatives and may not bear any
relation to the book value or assets of the Company or any other recognized
criteria of value. Among the factors considered in such negotiations were the
nature of the Company's business, its prospects and management, and the
general conditions of the securities markets at the time of the offering.
There can be no assurance, however, that the prices at which the shares will
sell to the public market after the public offering will not be lower than the
price at which they are sold by the Underwriters.

The Company has agreed to indemnify the several Underwriters against certain
civil liabilities, including liabilities under the Securities Act of 1933, as
amended or to contribute to payments which the Underwriters may be required to
make in respect thereof. The Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and therefore unenforceable.

The Representatives have informed the Company that they do not expect to
make sales to accounts over which they exercise discretionary authority in
excess of five percent of the number of shares of Common Stock offered hereby.

The Company and the officers and directors of the Company have agreed that,
for a period of 180 days from the date of this Prospectus, they will not,
without the prior written consent of Stifel, Nicolaus & Company, Incorporated,
directly or indirectly, sell, offer to sell, grant any option for the sale of,
or otherwise dispose of

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any shares of Common Stock or any security convertible into Common Stock,
except for options granted pursuant to the Company's stock option plan.

Stifel, Nicolaus & Company, Inc. has in the past performed, and may continue
to perform, investment banking and financial advisory services for the Company
and has received customary compensation therefor.

Out of the 3,000,000 shares to be sold by the Company pursuant to this
Offering (not including the Underwriters' over-allotment option), the
Underwriters have accepted the Company's request to sell up to 10 percent of
such shares at the price to public set forth on the cover page of this
Prospectus to employees and other persons designated by the Company. Where
such purchasers are employees of the Company, such purchasers have agreed that
such shares of Common Stock may not be sold, transferred, assigned, pledged,
or hypothecated for a period of three months following the effective date of
the Offering. Such shares may be additionally subject to legal limitations
imposed on such purchaser as a result of his or her relationship to the
Company (i.e., as a director, executive officer or other control person).

Current Stifel, Nicolaus & Company, Incorporated personnel purchased 83,450
Units in the Company's Private Placement of Units and, accordingly, hold that
number of shares of Preferred Stock (approximately two percent of the
Preferred Stock outstanding) and of Warrants. In addition, Stifel, Nicolaus &
Company Incorporated received Warrants to purchase 100,000 shares of Common
Stock at a price of $15.00 per share in connection with the Private Placement.

The Common Stock has been approved for quotation on the Nasdaq National
Market under the symbol "NOVA."

The Company has been advised by the Representatives that each of the
Representatives presently intends to make a market in the Common Stock offered
hereby; however, the Representatives are not obligated to do so, and any
market making activity may be discontinued at any time. Until the
Representatives' participations in the distribution of the Common Stock is
complete, any such passive market making activities will be conducted in
accordance with Rule 103 of Regulation M under the Securities Exchange Act of
1934. There can be no assurance that an active public market for the Common
Stock will develop and continue after this Offering.

Until the distribution of the Common Stock is completed, rules of the
Securities and Exchange Commission may limit the ability of the Underwriters
and certain selling group members to bid for and purchase the Units, Warrants
and Common Stock. As an exception to these rules, the Representatives are
permitted to engage in certain transactions that stabilize the price of the
Common Stock. Such transactions consist of bids or purchases for the purpose
of pegging, fixing or maintaining the price of such securities. If the
Representatives over-allot, i.e., if they sell more shares of Common Stock
than is set forth on the cover page of this Prospectus and thereby create a
short position in the Common Stock in connection with this Offering, then the
Representatives may reduce that short position by purchasing Common Stock in
the open market. The Representatives may also elect to reduce any short
position by exercising all or part of the over-allotment option described
herein. The Representatives may also impose a penalty bid on certain
Underwriters and selling group members. This means that if the Representatives
purchase shares of Common Stock in the open market to reduce the Underwriters
short position or to stabilize the price of the Common Stock, they may reclaim
the amount of the selling concession from the Underwriters and selling group
members who sold those securities as part of the Offering. In general,
purchases of securities for the purpose of stabilization or to reduce a short
position could cause the price of the security to be higher than it might be
in the absence of such purchases. The imposition of a penalty bid might also
have an effect on the price of a security to the extent that it were to
discourage resales of the security. These transactions may be effected on the
Nasdaq National Market or otherwise. Neither the Company nor any of the
Underwriters makes any representation or prediction as to the direction or
magnitude of any effect that the transactions described above may have on the
price of the Common Stock. In addition, neither the Company nor any of the
Underwriters makes any representation that the Representatives will engage in
such transactions or that such transactions, once commenced, will not be
discontinued without notice.

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LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed on for the
Company by Tobin & Tobin, a professional corporation, San Francisco,
California. Certain tax matters will be passed on by Jeffers, Wilson, Shaff &
Falk, LLP, Irvine, California. Certain legal matters will be passed upon for
the Underwriters by O'Melveny & Myers LLP, San Francisco, California. Attorneys
at such firm own 5,333 shares of Preferred Stock and Warrants in the Company.
Tobin & Tobin, a professional corporation, Jeffers, Wilson, Shaff & Falk, LLP
and O'Melveny & Myers LLP will rely as to all matters of Maryland law upon the
opinion of special Maryland counsel to the Company, Piper & Marbury L.L.P.,
Baltimore, Maryland.

EXPERTS

The financial statements of NovaStar Financial, Inc. as of June 30, 1997 and
December 31, 1996 and for the six-months ended June 30, 1997 and for the period
from September 13, 1996 (inception) to December 31, 1996 and the consolidated
financial statements of NFI Holding Corporation and Subsidiary as of June 30,
1997 and for the period from February 6, 1997 (inception) to June 30, 1997,
have been included herein and in the registration statement in reliance upon
the report of KPMG Peat Marwick LLP, independent auditors, appearing elsewhere
herein, and upon the authority of said firm as experts in accounting and
auditing.

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission"), in Washington, D.C., a Registration Statement on Form S-11 under
the Securities Act with respect to the Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits thereto. Certain items are omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the Common Stock offered hereby,
reference is made to the Registration Statement and the exhibits filed as a
part thereof. Statements contained in this Prospectus as to the contents of any
contract or any other document referred to are not necessarily complete and, in
each instance, if such contract or document is filed as an exhibit, reference
is made to the copy of such contract or document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference to such exhibit. Upon completion of the Offering the Company
will subject to the informational requirements of the Securities and Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith will
file reports and other information with the Commission. Reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices located at Seven World Trade Center, 13th Floor, New York, New York
10048, and at 500 West Madison Street, Chicago, Illinois 60661. Copies of such
materials can also be obtained at prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
Electronic filings made through the Electronic Data Gathering Analysis and
Retrieval System are publicly available through the Commission's Web Site
(http://www.sec.gov). The Common Stock of the Company is expected to be
approved for quotation on the Nasdaq National Market. Holders of the Common
Stock will receive annual reports containing audited financial statements with
a report thereon by the Company's independent certified public accountants, and
quarterly reports containing unaudited financial information for each of the
first three quarters of each fiscal year.

93
<PAGE>

GLOSSARY

As used in this Prospectus, the capitalized and other terms listed below have
the meanings indicated.

"Agency" means FNMA, FHLMC or GNMA.

"Agency Certificates" means Pass-Through Certificates guaranteed by FNMA,
FHLMC or GNMA.

"ARM" or "adjustable rate mortgage" means a mortgage loan (including any
mortgage loan underlying a Mortgage Security) that features adjustments of the
underlying interest rate at predetermined times based on an agreed margin to an
established index. An ARM is usually subject to periodic interest rate and/or
payment caps and a lifetime interest rate cap.

"Capital Stock" means the shares of capital stock issuable by the Company
under its Charter, and includes Common Stock and Preferred Stock.

"CMO" or "Collateralized Mortgage Obligations" means adjustable or short-term
fixed-rate debt obligations (bonds) that are collateralized by mortgage loans
or Pass-Through Certificates and issued by private institutions or issued or
guaranteed by GNMA, FNMA or FHLMC.

"Code" means the Internal Revenue Code of 1986, as amended.

"Company" means NovaStar Financial, Inc., a Maryland corporation.

"conforming mortgage loans" means mortgage loans that either comply with
requirements for inclusion in credit support programs sponsored by FHLMC or
FNMA or are FHA or VA Loans, all of which are secured by first mortgages or
deeds of trust on single family (one to four units) residences.

"ERISA" means the Employee Retirement Income Security Act of 1974.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"FHA" means the United States Federal Housing Administration.

"FHLMC" means the Federal Home Loan Mortgage Corporation.

"founders" means Scott F. Hartman and W. Lance Anderson.

"FNMA" means the Federal National Mortgage Association.

"GAAP" means generally accepted accounting principles.

"GNMA" means the Government National Mortgage Association.

"Holding" means NFI Holding Corporation, a taxable affiliate of the Company.

"Independent Directors" means a director of the Company who is not an officer
or employee of the Company or any affiliate (excluding GE Capital and its
affiliates) or subsidiary of the Company.

"ISOs" means qualified incentive stock options granted under the Stock Option
Plan which meet the requirements of Section 422 of the Code.

"LTV" or "loan-to-value ratio" is the percentage obtained by dividing the
principal amount of a loan by the lower of the sales price or appraised value
of the mortgaged property when the loan is originated.

"Mortgage Assets" means (i) mortgage loans, and (ii) Mortgage Securities, and
(iii) other Qualified REIT Assets.

"Mortgage Securities" means (i) Pass-Through Certificates and (ii) CMOs.

"Net interest spread" means the difference between the annual yield earned on
interest-earning assets and the rate paid on borrowings.

94
<PAGE>

"NovaStar Mortgage" means NovaStar Mortgage, Inc., a taxable affiliate of the
Company.

"Pass-Through Certificates" means securities (or interests therein) which are
Qualified REIT Assets evidencing undivided ownership interests in a pool of
mortgage loans, the holders of which receive a "pass-through" of the principal
and interest paid in connection with the underlying mortgage loans in
accordance with the holders' respective undivided interests in the pool.

"Private Placement" means the Company's private placement of Units which
closed December 9, 1996. Each Unit consists of one share of Convertible
Preferred Stock and one Warrant to purchase one share of Common Stock.

"Qualified Hedge" means (i) for the years 1996 and 1997 a hedging contract
that has each of the following attributes: (a) the hedging contract must be a
swap or cap agreement, as contemplated by Section 1.446-3 of the Treasury
Regulations; (b) the swap or cap agreement must be a bona fide interest rate
swap or cap agreement entered into by the Company to hedge any variable rate
indebtedness of the Company incurred or to be incurred to acquire or carry real
estate assets; (c) the Company will not treat as a Qualified Hedge any hedging
instrument acquired to hedge an asset of the Company; and (d) the Company will
only treat as a Qualified Hedge a hedging instrument acquired to hedge a
variable rate indebtedness secured by a variable rate asset that itself is
subject to periodic or lifetime interest rate caps, or a variable rate
indebtedness that is subject to a different interest rate index from that of
the Company's asset securing such variable rate indebtedness; (ii) for 1998 and
thereafter, a Qualified Hedge is any interest rate swap or cap agreement,
option, futures contract, forward rate agreement, or any similar financial
instrument, entered into by the Company in a transaction to reduce the
Company's interest rate risk with respect to indebtedness (including the
Company's reverse repurchase obligations) incurred or to be incurred by the
Company to acquire and carry Mortgage Assets or other real estate assets.

"Qualified REIT Assets" means Pass-Through Certificates, mortgage loans,
Agency Certificates and other assets of the type described in Code Section
856(c)(6)(B).

"Real Estate Asset" means interests in real property, interests in mortgages
on real property, and regular or residual interests in REMICs.

"REIT" means Real Estate Investment Trust as defined under Section 856 of the
Code.

"REMIC" means Real Estate Mortgage Investment Conduit as defined under
Section 860D of the Code.

"Reverse Repurchase Agreement" means a secured borrowing device evidenced by
an agreement to sell securities or other assets to a third party and a
simultaneous agreement to repurchase them at a specified future date and price,
the price difference constituting the interest on the borrowing.

"Securities Act" means the Securities Act of 1933, as amended.

"single family" means, with respect to mortgage loans, loans secured by one-
to four-unit residential property.

"Special Tax Counsel" means the law firm of Jeffers, Wilson, Shaff & Falk,
LLP.

"Tax-Exempt Entity" means a qualified pension, profit-sharing or other
employee retirement benefit plan, Keogh Plans, bank commingled trust funds for
such plans, IRAs and other similar entities intended to be exempt from Federal
income taxation.

"taxable income" means for any year the taxable income of the Company for
such year (excluding any net income derived either from property held primarily
for sale to customers or from foreclosure property) subject to certain
adjustments provided in Section 857 of the Code.

"UBTI" means "unrelated trade or business income" as defined in Section 512
of the Code.

"Underwriters" shall have the meaning under the heading "Underwriting."

"VA" means the United States Department of Veterans Affairs.

95
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
NOVASTAR FINANCIAL, INC.
Independent Auditors' Report............................................... F-2
Financial Statements:
Balance Sheets........................................................... F-3
Statements of Operations................................................. F-4
Statements of Stockholders' Equity....................................... F-5
Statements of Cash Flows................................................. F-6
Notes to Financial Statements.............................................. F-7
NFI HOLDING CORPORATION
Independent Auditors' Report............................................... F-15
Consolidated Financial Statements:
Balance Sheet............................................................ F-16
Statement of Operations.................................................. F-17
Statement of Stockholders' Equity........................................ F-18
Statement of Cash Flows.................................................. F-19
Notes to Consolidated Financial Statements................................. F-20
</TABLE>

F-1
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
NovaStar Financial, Inc.:

We have audited the accompanying balance sheets of NovaStar Financial, Inc.
as of June 30, 1997 and December 31, 1996 and the related statements of
operations, stockholders' equity and cash flows for the six months ended June
30, 1997 and the period from September 13, 1996 (inception) to December 31,
1996. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of NovaStar Financial, Inc.
as of June 30, 1997 and December 31, 1996 and the results of its operations
and its cash flows for the six months ended June 30, 1997 and the period from
September 13, 1996 (inception) to December 31, 1996, in conformity with
generally accepted accounting principles.

KPMG Peat Marwick LLP

Kansas City, Missouri
July 25, 1997

except for note 12, which is

as of October 1, 1997

F-2
<PAGE>

NOVASTAR FINANCIAL, INC.

BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
<S> <C> <C>
ASSETS
Cash and cash equivalents............................. $ 24 $46,434
Mortgage securities available-for-sale................ 284,348 13,239
Mortgage loans........................................ 303,732 --
Accrued interest receivable........................... 6,244 14
Investment in NFI Holding Corporation................. 1,548 --
Other assets.......................................... 5,969 109
-------- -------
Total assets...................................... $601,865 $59,796
======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Repurchase agreements............................... $540,040 $ --
Due to NovaStar Mortgage, Inc....................... 14,112 --
Amounts due to brokers and dealers for unsettled
mortgage securities purchases...................... -- 13,255
Accounts payable and accrued expenses............... 1,376 176
-------- -------
Total liabilities................................. 555,528 13,431
Commitments and contingencies
Stockholders' equity:
Capital stock, $0.01 par value, 50,000,000 shares
authorized:
Convertible preferred stock, 3,549,999 issued and
outstanding....................................... 36 36
Common stock, 216,666 shares issued and
outstanding....................................... 2 2
Additional paid-in capital.......................... 49,862 49,910
Accumulated deficit................................. (1,535) (302)
Net unrealized gain (loss) on available-for-sale
securities......................................... 1,367 (16)
Forgivable notes receivable from founders........... (3,395) (3,265)
-------- -------
Total stockholders' equity........................ 46,337 46,365
-------- -------
Total liabilities and stockholders' equity........ $601,865 $59,796
======== =======
</TABLE>

See notes to financial statements.

F-3
<PAGE>

NOVASTAR FINANCIAL, INC.

STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
FOR THE PERIOD FROM
FOR THE SIX SEPTEMBER 13, 1996
MONTHS ENDED (INCEPTION) TO
JUNE 30, 1997 DECEMBER 31, 1996
<S> <C> <C>
Interest income:
Mortgage securities........................ $2,241 $ 155
Mortgage loans............................. 7,079 --
------ ------
Total interest income........................ 9,320 155
Interest expense............................. 6,438 --
------ ------
Net interest income.......................... 2,882 155
Provision for credit losses.................. 718 --
------ ------
Net interest income after provision for
credit losses............................... 2,164 155
Other income................................. 68 --
Equity in net loss of NFI Holding
Corporation................................. (432) --
General and administrative expenses:
Administrative services provided by
NovaStar Mortgage, Inc.................... 1,250 --
Loan servicing............................. 571 200
Compensation and benefits.................. 369 199
Professional and outside services.......... 249 --
Office administration...................... 112 --
Other...................................... 128 58
------ ------
Total general and administrative expenses.. 2,679 457
------ ------
Net loss..................................... $ (879) $ (302)
====== ======
Pro forma net loss per share................. $(0.21) $(0.07)
====== ======
Weighted average number of shares
outstanding................................. 4,273 4,273
====== ======
</TABLE>

See notes to financial statements.

F-4
<PAGE>

NOVASTAR FINANCIAL, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
FORGIVABLE
NET UNREALIZED NOTES
CONVERTIBLE ADDITIONAL GAIN (LOSS) ON RECEIVABLE TOTAL
PREFERRED COMMON PAID-IN ACCUMULATED AVAILABLE-FOR-SALE FROM STOCKHOLDERS'
STOCK STOCK CAPITAL DEFICIT SECURITIES FOUNDERS EQUITY
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, September 13,
1996................... $ -- $ -- $ -- $ -- $ -- $ -- $ --
Issuance of 216,666
shares of common
stock.................. -- 2 -- -- -- -- 2
Net proceeds from
private placement of
3,333,333 units........ 34 -- 46,662 -- -- -- 46,696
Units (216,666) acquired
with forgivable debt... 2 -- 3,248 -- -- (3,250) --
Net loss................ -- -- -- (302) -- -- (302)
Net change in unrealized
gain (loss) on
available-for-sale
securities............. -- -- -- -- (16) -- (16)
Interest on forgivable
notes receivable from
founders............... -- -- -- -- -- (15) (15)
----- ----- ------- ------- ------ ------- -------
Balance, December 31,
1996................... 36 2 49,910 (302) (16) (3,265) 46,365
Private placement
issuance costs......... -- -- (48) -- -- -- (48)
Net loss................ -- -- -- (879) -- -- (879)
Net change in unrealized
gain (loss) on
available-for-sale
securities............. -- -- -- -- 1,383 -- 1,383
Dividends on convertible
preferred stock ($0.10
per share)............. -- -- -- (354) -- -- (354)
Interest on forgivable
notes receivable from
founders............... -- -- -- -- -- (130) (130)
----- ----- ------- ------- ------ ------- -------
Balance, June 30, 1997.. $ 36 $ 2 $49,862 $(1,535) $1,367 $(3,395) $46,337
===== ===== ======= ======= ====== ======= =======
</TABLE>

See notes to financial statements.

F-5
<PAGE>

NOVASTAR FINANCIAL, INC.

STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE PERIOD FROM
FOR THE SIX SEPTEMBER 13, 1996
MONTHS ENDED (INCEPTION) TO
JUNE 30, 1997 DECEMBER 31, 1996
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss..................................... $ (879) $ (302)
Adjustments to reconcile net loss to cash
used in operating activities:
Amortization of premiums................... 700 --
Provision for credit losses................ 718 --
Interest on forgivable notes receivable
from founders............................. (130) (15)
Equity in net loss of NFI Holding
Corporation............................... 432 --
Gains on sales of mortgage securities...... (42) --
Change in:
Accrued interest receivable.............. (6,230) (14)
Other assets............................. (251) (109)
Other liabilities........................ 444 176
--------- -------
Net cash used in operating activities.. (5,238) (264)
CASH FLOW FROM INVESTING ACTIVITIES:
Purchases of available-for-sale securities.. (378,526) --
Settlement of amounts due to brokers........ (12,676) --
Proceeds from sales of available-for-sale
securities................................. 99,794 --
Proceeds from paydowns on and maturities of
available-for-sale securities.............. 3,210 --
Investment in NFI Holding Corporation....... (1,980) --
Mortgage loans acquired from NovaStar
Mortgage, Inc.............................. (92,781) --
Mortgage loans acquired from others......... (219,995) --
Mortgage loan repayments.................... 7,855 --
--------- -------
Net cash used in investing activities.. (595,099) --
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from private placement, net of
offering costs............................. -- 50,000
Private placement offering costs............ (48) (3,304)
Proceeds from issuance of common stock...... -- 2
Net borrowings under repurchase agreements.. 540,040 --
Net change in amount due to unconsolidated
affiliate.................................. 14,112 --
Dividends paid on convertible preferred
stock...................................... (177) --
--------- -------
Net cash provided by financing
activities............................ 553,927 46,698
--------- -------
Net increase (decrease) in cash and cash
equivalents................................. (46,410) 46,434
Cash and cash equivalents, beginning of
period...................................... 46,434 --
--------- -------
Cash and cash equivalents, end of period..... $ 24 $46,434
========= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for interest...................... $ 5,631 $ --
========= =======
Issuance of units acquired with forgivable
debt....................................... $ -- $ 3,250
========= =======
Dividends payable........................... $ 177 $ --
========= =======
</TABLE>

See notes to financial statements.

F-6
<PAGE>

NOVASTAR FINANCIAL, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 1997

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

NovaStar Financial, Inc. (NovaStar or the Company) is a Maryland corporation
formed on September 13, 1996. The Company completed a private placement
offering of units, consisting of convertible preferred stock and warrants in
December 1996 (see Note 7). The Company acquires subprime mortgage loans and
mortgage securities and manages the resulting portfolio of mortgage assets.

Financial Statement Presentation

The Company's financial statements have been prepared in conformity with
generally accepted accounting principles and prevailing practices within the
financial services industry. The preparation of financial statements requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities at the date of the financial statements and the
reported amounts of income and expense during the period. Actual results could
differ from those estimates.

The Company accounts for its investment in NFI Holding Corporation (Holding)
using the equity method. NovaStar owns 100 percent of the nonvoting preferred
stock of Holding, for which it receives 99 percent of any dividends paid by
Holding. The preferred stock was purchased in February 1997 for $1,980,000.
Holding owns 100 percent of the outstanding common stock of NovaStar Mortgage,
Inc. (NMI). NMI serves as NovaStar's principal source of subprime mortgage
loans. The founders of NovaStar own 100% of the common stock of Holding, and
serve as officers and directors of Holding and NMI.

Cash and Cash Equivalents

The Company considers investments with maturities of three months or less at
the date of purchase to be cash equivalents. As of December 31, 1996, cash
equivalents include $35 million in commercial paper.

Mortgage Securities

Although the Company generally intends to hold its mortgage securities to
maturity, it may on occasion deem it necessary to sell securities.
Accordingly, the Company classifies all of its mortgage securities as
available-for-sale and, therefore, reports them at their estimated fair value
with unrealized gains and losses reported as a separate component of
stockholders' equity. Premiums are amortized as a yield adjustment over the
estimated lives of the securities using the interest method. Gains or losses
on sales of securities are recognized using the specific identification
method.

Mortgage Loans

Mortgage loans include loans originated through NMI's wholesale production
operation and those acquired in bulk pools from other originators and
securities dealers. Loans are generally purchased at a premium over the
outstanding principal balance. Mortgage loans are stated at amortized cost.
Premiums paid are amortized as a yield adjustment over the estimated lives of
the loans using the interest method.

Interest is recognized as revenue when earned according to the terms of the
mortgage loans and when, in the opinion of management, it is collectible.
Accrual of interest on non-performing loans is suspended when, in the opinion
of management, the collection of interest or the related principal is less
than probable. Any interest received on non-accrual loans is credited to
principal.

F-7
<PAGE>

NOVASTAR FINANCIAL, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Credit Risk

NovaStar maintains an allowance for credit losses at a level it deems
appropriate for both known losses and unidentified potential losses in its
mortgage loan portfolio. The allowance for credit losses is based upon the
assessment by management of various factors affecting its mortgage loan
portfolio, including current and projected economic conditions, the makeup of
the portfolio based on credit grade, delinquency status and other factors
deemed to warrant consideration. The allowance is maintained through ongoing
provisions charged to operating income, reduced by net charge-offs.

Interest Rate Agreements

The Company has entered into interest rate swap and cap agreements designed
to, in effect, alter the interest rates on its funding costs to more closely
match the yield on interest-earning assets. Net income earned from or expense
incurred on these agreements is accounted for on the accrual method and is
recorded as an adjustment to interest expense.

The gain or loss on early termination, sale or disposition of an interest
rate swap or cap agreement is recognized in current earnings when the matched
funding source is also extinguished. When the matched funding source is not
extinguished, the unrealized gain or loss on the related interest rate swap or
cap agreement is deferred and amortized as a component of interest expense
over the remaining term of the matched funding source. Subsequently, the
unmatched swap or cap agreement is recorded at fair value with changes in the
unrealized gains or losses recorded in current earnings.

Pro Forma Net Loss Per Share

Pro forma net loss per share is based on the weighted average shares of
common stock and convertible preferred stock outstanding, including all
warrants and options outstanding using the treasury stock method. For this
purpose, all warrants and options have been considered to be outstanding for
all periods presented, and the estimated initial offering price (see Note 12)
has been used in applying the treasury stock method.

Income Taxes

NovaStar intends to operate and qualify as a real estate investment trust
(REIT) under the requirements of the Internal Revenue Code. Requirements for
qualification as a REIT include various restrictions on ownership of the stock
of NovaStar and certain restrictions on the nature of assets and sources of
income. In addition, a REIT must distribute at least 95 percent of its annual
taxable income to its stockholders. If in any tax year NovaStar does not
qualify as a REIT, it will be taxed as a corporation and distributions to
stockholders will not be deductible in computing taxable income. If the
Company fails to qualify as a REIT in any tax year, it will not be permitted
to qualify for the succeeding four years. For tax purposes, the REITs
deduction for credit losses is limited to actual net charge-offs.

New Accounting Pronouncements

SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities," as amended by SFAS No. 127, is effective
for all transfers and servicing of financial assets and extinguishments of
liabilities occurring after December 31, 1996, except for secured borrowings
and collateral, repurchase agreements, dollar rolls, securities lending and
similar transactions, which transfers will be effective for transactions
occurring after December 31, 1997. This statement provides accounting and
reporting standards for transfers and servicing of financial assets and
extinguishments of liabilities based on consistent application of financial-
components approach that focuses on control. It distinguishes transfers of
financial assets that are sales

F-8
<PAGE>

NOVASTAR FINANCIAL, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
from transfers that are secured borrowings. Under the financial-components
approach, after a transfer occurs, an entity recognizes all financial and
servicing assets it controls and liabilities it has incurred and derecognizes
financial assets it no longer controls and liabilities that have been
extinguished. Many of these assets and liabilities are components of financial
assets that existed prior to the transfer. If a transfer does not meet the
criteria for a sale, the transfer is accounted for as a secured borrowing with
a pledge of collateral. Management believes adoption of SFAS No. 125, as
amended by SFAS No. 127, did and will not have a material effect on the
financial position or results of operations, nor did or will adoption require
any significant additional capital resources.

SFAS No. 128, "Earnings Per Share" is effective for the fiscal year ending
December 31, 1997, with earlier adoption prohibited. SFAS No. 128 supersedes
APB Opinion No. 15 (APB No. 15) and specifies the computation, presentation,
and disclosure requirements for earnings per share (EPS) for entities with
publicly held common stock or potential common stock. SFAS No. 128 was issued
to simplify the computation of EPS and to make the U.S. standard more
compatible with the EPS standards of other countries and the International
Accounting Standards Committee (IASC). It replaces the presentation of primary
EPS with a presentation of basic EPS and fully diluted EPS with diluted EPS.
Basic EPS, unlike primary EPS, excludes dilution and is computed by dividing
income available to common stockholders by the weighted-average number of
common shares outstanding for the period. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the earnings of the entity.
Diluted EPS is computed similarly to fully diluted EPS under APB No. 15.
Retroactive application will be required.

NOTE 2. MORTGAGE SECURITIES

Mortgage securities, all classified as available-for-sale, consist of the
following as of June 30, 1997 (dollars in thousands):
<TABLE>
<CAPTION>
WEIGHTED UNREALIZED
AVERAGE AMORTIZED ------------- CARRYING
RATE COST GAINS LOSSES VALUE
<S> <C> <C> <C> <C> <C>
Mortgage securities issued by:
Federal National Mortgage
Association................... 8.02% $270,821 $1,355 $20 $272,156
Government National Mortgage
Association................... 7.88 8,334 29 -- 8,363
Federal Home Loan Mortgage
Corporation................... 8.44 3,826 8 5 3,829
-------- ------ --- --------
$282,981 $1,392 $25 $284,348
======== ====== === ========
</TABLE>

As of December 31, 1996, mortgage securities consisted of obligations of the
Federal National Mortgage Association with a weighted average rate of 7.77
percent. These securities had gross unrealized losses of $16,233.

The contractual maturities of mortgage securities were approximately 25.7
years as of June 30, 1997. The expected maturities of mortgage securities may
differ from contractual maturities since borrowers have the right to prepay
the obligations.

Proceeds from the sales of two mortgage securities during the six months
ended June 30, 1997 were $99.8 million. Gross gains of $42,112 were realized
on these sales.

All mortgage securities are pledged as collateral under various borrowing
arrangements as described in Note 4.

F-9
<PAGE>

NOVASTAR FINANCIAL, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

NOTE 3. MORTGAGE LOANS

Mortgage loans, all of which are secured by residential properties, consist
of the following as of June 30, 1997 (in thousands):

<TABLE>
<S> <C>
Outstanding principal.............................................. $290,293
Unamortized premium................................................ 14,157
--------
Amortized cost..................................................... 304,450
Reserve for credit losses.......................................... (718)
--------
$303,732
========
</TABLE>

Mortgage loans serve as collateral for various borrowing arrangements as
discussed in Note 4.

Collateral for approximately 36 percent of mortgage loans outstanding as of
June 30, 1997 was located in California. The Company has no other significant
concentration of credit risk. The Company expects the portfolio to become more
diversified as a national sales force is fully developed. As of June 30, 1997,
the Company's mortgage loans consisted primarily of single family mortgage
residential loans, with interest rates ranging from 7.5 to 18.0 percent, none
of which individually exceeded one percent of the outstanding aggregate
balance of mortgage loans.

NOTE 4. BORROWINGS

NovaStar has financed its mortgage assets through various arrangements,
including repurchase agreements with brokerage firms and short-term advances
from NMI. The Company reimburses NMI for any interest costs incurred related
to borrowings of NMI to originate loans purchased by NovaStar (See note 9).
The Company has a $300 million master repurchase agreement with Merrill Lynch
Mortgage Capital, Inc. and Merrill Lynch Credit Corporation as its primary
source of short-term financing. Borrowings under the master repurchase
agreement bear interest at various rates priced in connection with respective
purchases of mortgage assets. The master repurchase agreement matures in
January 1998 and includes customary covenants. As of June 30, 1997, the
Company was in compliance with all covenants under the agreement.

Repurchase agreements used to finance mortgage securities bear interest at
prevailing market rates and mature in 30 days to one year.

The following table presents a summary of the Company's borrowings (dollars
in thousands):

<TABLE>
<CAPTION>
AS OF JUNE 30, 1997
--------------------------
WEIGHTED AVERAGE DAILY
WEIGHTED DAYS TO BALANCE DURING THE
AVERAGE RESET OR SIX MONTHS ENDED
RATE MATURITY BALANCE JUNE 30, 1997
<S> <C> <C> <C> <C>
Repurchase agreements secured by
mortgage securities............ 6.00% 85 $275,790 $ 56,226
Master repurchase agreement
secured by mortgage loans...... 6.44 30 264,250 132,937
--------
Total borrowings.............. $540,040
========
</TABLE>

No amounts were outstanding under borrowing arrangements as of December 31,
1996.

Following is a summary of the resets or maturities of borrowings as of June
30, 1997 (in thousands):

<TABLE>
<CAPTION>
DAYS TO RESET OR MATURITY
----------------------------------------
30 TO 90 AND
DAILY 0 TO 30 90 GREATER TOTAL
<S> <C> <C> <C> <C> <C>
Repurchase agreements secured by
mortgage securities................. $-- $17,423 $11,261 $247,106 $275,790
Master repurchase agreement secured
by mortgage loans................... -- 264,250 -- -- 264,250
---- -------- ------- -------- --------
$ $281,673 $11,261 $247,106 $540,040
==== ======== ======= ======== ========
</TABLE>

F-10
<PAGE>

NOVASTAR FINANCIAL, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

The Company uses interest rate swap and cap agreements to modify the
interest rate on borrowings under its master repurchase agreement, aggregating
$264,250,000 as of June 30, 1997. As discussed in Note 5, interest rate swap
agreements having an aggregate notional amount of $191 million as of June 30,
1997 have been entered into whereby the Company pays a fixed rate of interest
and receives from its counterparty a variable rate. The variable rate on the
interest rate swap adjusts with the Company's borrowings under its master
repurchase agreement. The Company has also entered into interest rate cap
agreements with an aggregate notional amount of $75 million as of June 30,
1997. In accordance with the terms of the cap agreements, the Company will
receive interest from its counterparty when rates rise above the cap rate. Cap
rates for the Company's agreements are based on indexes similar to the index
rates of the Company's borrowings. Any amounts received under the cap
agreements will serve to lower the overall cost of financing for the Company.

As discussed in note 12, the Company refinanced a significant portion of its
borrowings under the master repurchase agreement on October 1, 1997 through
the issuance of collateralized mortgage obligations.

NOTE 5. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

INTEREST RATE SWAP AND CAP AGREEMENTS NovaStar engages in various
transactions which result in off-balance sheet risk. Interest rate swap and
cap agreements are used in conjunction with on balance sheet liabilities to
mitigate the exposure to variations in interest rates on interest-earning
assets that are different from the variations in interest incurred on
borrowings. These instruments involve, to varying degrees, elements of credit
and market risk in addition to the amount recognized in the financial
statements.

Credit Risk NovaStar is exposed to credit risk on derivatives, limited to
the cost of replacing contracts should the counterparty fail. The contract or
notional value is not at risk in derivative contracts. NovaStar seeks to
minimize credit risk through the use of credit approval and review processes,
the selection of only the most creditworthy counterparties, continuing review
and monitoring of all counterparties, exposure reduction techniques and
through legal scrutiny of agreements. Prior to engaging in negotiated
derivative transactions with any counterparty, NovaStar has in place fully
executed written agreements. Agreements with counterparties also call for full
two-way netting of payments. Under such an agreement, on each payment exchange
date all gains and losses of a counterparty are netted into a single amount,
limiting exposure to the counterparty to any net positive value.

Market Risk The potential for financial loss due to adverse changes in
market interest rates is a function of the sensitivity of each position to
changes in interest rates, the degree to which each position can affect future
earnings under adverse market conditions, the source and nature of funding for
the position, and the net effect due to offsetting positions. The synthetic
products created through these transactions are "matched" transactions for
NovaStar. In these transactions, NovaStar generally does not take a market
position, which could either positively or negatively affect its market risk
exposure. The combination of off-balance sheet instruments with on-balance
sheet liabilities leaves NovaStar in a market risk position that is designed
to be a better position than if the derivative had not be used in interest
rate risk management. Derivatives instruments used in matched transactions as
described above are classified as derivatives held for purposes other than
trading. No derivatives were held for trading purposes during the periods
ended December 31, 1996 and June 30, 1997.

Other Risk Considerations NovaStar is cognizant of the risks involved with
financial derivatives. The Company's policies and procedures seek to mitigate
risk associated with the use of financial derivatives in ways appropriate to
its business activities, considering its risk profile as a limited end-user.

F-11
<PAGE>

NOVASTAR FINANCIAL, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

The Company did not enter into any interest rate agreements during 1996.
Derivatives held for purposes other than trading consisted of the following as
of June 30, 1997 (dollars in thousands):

<TABLE>
<CAPTION>
WEIGHTED AVERAGE
UNREALIZED WEIGHTED INTEREST RATE ACCRUED INTEREST
NOTIONAL ------------ DAYS TO ------------------ ------------------
VALUE GAINS LOSSES MATURITY RECEIVABLE PAYABLE RECEIVABLE PAYABLE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest rate swap
agreements--
Fixed rate pay........ $191,000 $17 $282 681 5.80% 6.33% $2,180 $2,206
</TABLE>

As of June 30, 1997, the Company had also entered into interest rate cap
agreements with a notional amount of $75 million. Under the terms of these
agreements, the Company receives a variable rate of interest when three-month
LIBOR rises above a contractual rate for which it pays a monthly premium. The
agreements have a weighted cap rate of 6.30 percent and have weighted average
maturity of 542 days. The Company had no amounts receivable under these
agreements as of June 30, 1997.

NOTE 6. STOCK OPTION PLAN

The Company's 1996 Stock Option Plan (the Plan) provides for the grant of
qualified incentive stock options (ISOs), stock options not so qualified
(NQSOs), deferred stock, restricted stock, performance shares, stock
appreciation and limited stock awards, and dividend equivalent rights (DERs).
ISOs may be granted to the officers and key employees of the Company. NQSOs
and awards may be granted to the directors, officers, key employees, agents
and consultants of the Company or any subsidiaries. Unless previously
terminated by the Board of Directors, the Plan will terminate on September 1,
2006.

In September 1996, options to acquire 10,000 shares of common stock were
granted to non-officer directors for $.01 per share, an amount believed to be
the fair value of such shares at that time. In December 1996, options to
acquire 289,332 shares of common stock were granted to the founders (see note
7) for $15 per share, an amount believed to be greater than the fair value of
such shares at that time. Also in December 1996, options to acquire 35,000
shares of common stock were granted to certain officers for $1.06 per share.
The Company used an independent appraisal firm to value the options granted in
1996. The outside firm considered three valuation approaches in developing a
value for the options, including (1) market comparison using comparable public
companies (2) underlying asset method using the Company's individual assets
and (3) discounted future returns analysis based on an expected value discount
model. These approaches considered the financial projections included in the
Company's 1996 Private Placement Memorandum. In addition, in discounting
future returns, various initial public offering scenarios at $18 per share
were assigned an equal probability of occurring. The discount rate used in the
model was developed by adding together the risk free rate (long-term treasury
rate), a large capitalization stock risk premium, and a specific premium for
the Company. The Company specific premium was based on the Company's
comparison to other publicly traded companies and included the risk of small
capitalization stocks. In accordance with the provisions of APB Opinion No.
25, the Company will recognize compensation expense for the difference between
such exercise price and the estimated fair value of the underlying shares,
aggregating approximately $50,000, over their vesting period. Such options,
along with the options granted to non-officer directors, vest over 4 years,
have ten year terms and were granted with DERs. Compensation recognized during
the six months ended June 30, 1997 aggregated $18,000. The options granted to
the founders vest only after a qualified initial public offering (IPO) of
common stock at a price of at least $15 per share, and were granted without
DERs. No additional options were granted after December 1996. As of June 30,
1997, no options have been exercised or are eligible to be exercised.

If the Company had recorded expense based on the fair value of the stock
options at the grant date under SFAS No. 123, the Company's net loss would not
have been materially different than as presented herein. The weighted average
minimum fair value of stock options granted during 1996 was estimated to be
$0.18 per share

F-12
<PAGE>

NOVASTAR FINANCIAL, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

on the date of the grant. This value was determined using the Black-Scholes
option pricing model assuming an expected life of five years, an annual risk-
free interest rate of 7.0 percent, no assumed volatility, and no annual
expected dividend yield, as holders of common stock receive no dividend as
long as preferred stock is outstanding.

Pro forma net losses reflect only options granted and vested in fiscal 1996.
Therefore, the full impact of calculating compensation expense for stock
options under SFAS No. 123 is not reflected in the pro forma net loss amount
described above because compensation expense is reflected over the options'
vesting period.

NOTE 7. STOCKHOLDERS' EQUITY

The Company was initially capitalized by its founders in September 1996. In
December 1996, the Company successfully completed its private placement
offering of 3,549,999 units. Each unit consists of one share of convertible
preferred stock and one warrant which entitles the holder thereof to purchase
one share of common stock for $15.00 per share. The underwriter received
100,000 warrants in addition to underwriting discounts. The preferred stock
automatically converts to one share of common stock upon the closing of a
qualified IPO of at least $20 million and a price per share of at least
$15.00. Alternatively, the preferred stock may convert at a lesser amount of
proceeds or a lower price, if approved by two-thirds of the preferred
shareholders, or at any time after December 1999 at the option of the holder.
As long as the preferred stock is outstanding, holders thereof will receive
100 percent of dividends paid. The warrants become exercisable within six
months following the closing of a qualified IPO and will remain exercisable
until the third anniversary at an exercise price of $15.00 per share. The
Company raised $47 million in the offering, net of $3 million of offering
expenses.

In addition, 216,666 units were issued in equal amounts to the two founders
at a price of $15.00 per unit upon the closing of the private placement
offering. Payment for such units was made by the founders delivering to the
Company forgivable promissory notes, bearing interest at eight percent per
annum and secured by the units acquired. Interest accrues during the first
year and is added to principal due under the note. Thereafter, interest is
payable quarterly, upon forgiveness or at maturity of the notes on December
31, 2001. The principal amount of the notes will be divided into three equal
tranches. Payment of principal on each tranche will be forgiven if certain
incentive performance tests are achieved. These notes have been reflected as a
reduction of stockholders' equity in the accompanying consolidated balance
sheets. The forgiveness of the notes will result in compensation expense
during the periods of forgiveness.

NOTE 8. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following disclosure of the estimated fair value of financial
instruments is made using amounts that have been determined using available
market information and appropriate valuation methodologies. However,
considerable judgment is required to interpret market data to develop the
estimates of fair value. Accordingly, the estimates presented herein are not
necessarily indicative of the amounts that could be realized in a current
market exchange. The use of different market assumptions or estimation
methodologies could have a material impact on the estimated fair value
amounts.

The estimated fair values of the Company's financial instruments as of June
30, 1997 are as follows (dollars in thousands):

<TABLE>
<CAPTION>
CARRYING VALUE FAIR VALUE
<S> <C> <C>
Financial assets:
Mortgage securities............................ $284,348 $284,348
Mortgage loans................................. 303,732 304,681
Financial liabilities:
Repurchase agreements.......................... 540,040 541,038
Off-balance sheet items--interest rate
agreements...................................... -- 1,180
</TABLE>

F-13
<PAGE>

NOVASTAR FINANCIAL, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Market quotations are received for estimating the fair value of mortgage
securities. The fair value of all other financial instruments is estimated by
discounting projected future cash flows, including projected prepayments for
mortgage loans, at prevailing market rates. The fair value of cash and cash
equivalents and accrued interest receivable and payable approximates its
carrying value.

As of December 31, 1996, fair values of financial instruments approximated
carrying values.

NOTE 9. RELATED PARTY TRANSACTIONS

NovaStar and NMI are parties to a Mortgage Loan Purchase and Sale Agreement,
an Administrative Services Outsourcing Agreement and, effective July 15, 1997,
a Loan Servicing Agreement. Under the terms of the Mortgage Loan Purchase and
Sale Agreement, mortgage loans originated by NMI are purchased by the Company
at prices that vary with the nature and terms of the underlying mortgage
loans. Through June 30, 1997, all mortgage loans originated by NMI were
acquired by the Company. Under the Outsourcing Services Agreement, the Company
pays NMI a fixed monthly fee for providing certain services, including the
development of loan products, underwriting, funding, and quality control, as
well as for any interest costs incurred related to borrowings obtained by NMI
to originate loans that are purchased by NovaStar. The Company paid NMI
$1,250,000 during the six months ended June 30, 1997 related to outsourcing
services performed by NMI in the areas of loan product development,
underwriting, funding and quality control. In addition, through June 30, 1997,
NovaStar had purchased 100 percent of the mortgage loans originated by NMI. In
that regard, NovaStar reimbursed NMI $440,000 of interest for the six month
period then ended. The Company has reflected such cost as interest expense in
the accompanying statement of operations.

NOTE 10. INCOME TAXES

NovaStar has elected to be taxed as a REIT and accordingly will deduct, for
income tax purposes, dividends paid on its common and preferred stock. Because
NovaStar intends to pay dividends in amounts approximating its taxable income
for the year ended December 31, 1997, no provision for income tax on the
earnings of NovaStar have been provided in the accompanying financial
statements.

NOTE 11. COMMITMENTS AND CONTINGENCIES

The Company leases facilities and equipment under operating leases. Rent
expense and future obligations under these leases are not material to the
financial statements.

In the normal course of its business, the Company is subject to various
legal proceedings and claims, the resolution of which, in the opinion of
management, will not have a material adverse effect on the Company's financial
condition or results of operations.

NOTE 12. SUBSEQUENT EVENTS

On July 29, 1997, the Company filed a registration statement on Form S-11
for the purpose of registering 3,000,000 shares of common stock for sale in an
initial public offering. The Company expects to issue these shares at $17.00
per share.

The Company issues Collateralized Mortgage Obligations (CMOs) secured
primarily by subprime residential mortgage loans as a means to finance its
long-term mortgage asset portfolio. For accounting and income tax purposes,
the mortgage loans financed through the issuance of CMOs are treated as assets
of the Company and the CMOs are treated as debt of the Company. Each issue of
CMOs is fully payable from the principal and interest payments on the
underlying mortgage loans collateralizing such debt. The Company issued its
first CMO on October 1, 1997 in a private transaction. Approximately $275
million in mortgage loans serve as collateral for debt issued with a face
amount of $265 million.

F-14
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors

NFI Holding Corporation:

We have audited the accompanying consolidated balance sheet of NFI Holding
Corporation and subsidiary as of June 30, 1997 and the related consolidated
statements of operations, stockholders' equity and cash flows for the period
from February 6, 1997 (inception) to June 30, 1997. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of NFI Holding Corporation and subsidiary as of June 30, 1997 and the
consolidated results of their operations and their cash flows for the period
from February 6, 1997 (inception) to June 30, 1997, in conformity with
generally accepted accounting principles.

KPMG Peat Marwick LLP

Kansas City, Missouri

July 25, 1997

F-15
<PAGE>

NFI HOLDING CORPORATION

CONSOLIDATED BALANCE SHEET

JUNE 30, 1997

(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<S> <C>
ASSETS
Cash and cash equivalents........................................... $ 849
Due from NovaStar Financial, Inc.................................... 14,112
Other assets........................................................ 571
-------
Total assets.................................................... $15,532
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Borrowings ....................................................... $13,600
Accounts payable and accrued expenses............................. 368
-------
Total liabilities............................................... 13,968
Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value, 1,000 shares authorized; 200 shares
outstanding...................................................... --
Preferred stock, $0.01 par value, 10,000 shares authorized; 1,980
shares outstanding............................................... --
Additional paid-in capital........................................ 2,000
Accumulated deficit............................................... (436)
-------
Total stockholders' equity...................................... 1,564
-------
Total liabilities and stockholders' equity...................... $15,532
=======
</TABLE>

See notes to consolidated financial statements.

F-16
<PAGE>

NFI HOLDING CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE PERIOD FROM FEBRUARY 6, 1997 (INCEPTION) TO JUNE 30, 1997

(IN THOUSANDS)

<TABLE>
<S> <C>
Fee income:
Service fees received from NovaStar Financial, Inc................... $1,250
Other................................................................ 43
------
Total fee income................................................... 1,293
General and administrative expenses:
Compensation and benefits............................................ 763
Professional and outside services.................................... 347
Office administration................................................ 222
Travel and public relations.......................................... 197
Occupancy............................................................ 110
Other................................................................ 90
------
Total general and administrative expenses.......................... 1,729
------
Net loss............................................................... $ (436)
======
</TABLE>

See notes to consolidated financial statements.

F-17
<PAGE>

NFI HOLDING CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE PERIOD FROM FEBRUARY 6, 1997 (INCEPTION) TO JUNE 30, 1997

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
ADDITIONAL TOTAL
COMMON PREFERRED PAID-IN ACCUMULATED STOCKHOLDERS'
STOCK STOCK CAPITAL DEFICIT EQUITY
<S> <C> <C> <C> <C> <C>
Balance, February 6,
1997................... $-- $-- $ -- $ -- $ --
Issuance of 200 shares
of common stock........ -- -- 20 -- 20
Issuance of 1,980 shares
of preferred stock..... -- -- 1,980 -- 1,980
Net loss................ -- -- -- (436) (436)
---- ---- ------ ----- ------
Balance, June 30, 1997.. $-- $-- $2,000 $(436) $1,564
==== ==== ====== ===== ======
</TABLE>

See notes to consolidated financial statements.

F-18
<PAGE>

NFI HOLDING CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM FEBRUARY 6, 1997 (INCEPTION) TO JUNE 30, 1997

(IN THOUSANDS)

<TABLE>
<S> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss........................................................... $ (436)
Adjustments to reconcile net loss to cash used in operating
activities:
Change in:
Due from NovaStar Financial, Inc............................... (14,112)
Other assets................................................... (571)
Accounts payable and accrued expenses.......................... 368
--------
Net cash used in operating activities........................ (14,751)
CASH FLOW FROM INVESTING ACTIVITIES:
Mortgage loans originated.......................................... (92,781)
Proceeds from sales of mortgage loans to NovaStar Financial, Inc... 92,781
--------
Net cash provided by investing activities.................... --
CASH FLOW FROM FINANCING ACTIVITIES:
Net borrowings under warehouse line of credit...................... 13,600
Proceeds from issuance of capital stock............................ 2,000
--------
Net cash provided by financing activities.................... 15,600
--------
Net increase in cash and cash equivalents.......................... 849
Cash and cash equivalents, beginning of period..................... --
--------
Cash and cash equivalents, end of period........................... $ 849
========
</TABLE>

See notes to consolidated financial statements

F-19
<PAGE>

NFI HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 1997

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

Business

NFI Holding Corporation (Holding or the Company) was incorporated on February
6, 1997. In connection therewith, two individuals contributed $20,000 and their
common stock ownership in NovaStar Mortgage, Inc. in exchange for shares of the
Company's common stock. At that same time NovaStar Financial, Inc. (NovaStar)
purchased 100% of the Company's preferred stock for $1,980,000. The Company's
two common stockholders are also officers, directors and common stockholders of
NFI. Substantially all of the proceeds from the Company's initial
capitalization were contributed to NMI, a company incorporated by the these
same two individuals in June 1996.

NMI had no operations, revenues or expenses prior to February 1997, when it
began originating subprime mortgage loans through a network of wholesale
brokers and correspondents. NMI generally intends to sell the mortgage loans it
originates to NovaStar. Effective July 15, 1997, NMI began servicing mortgage
loans on behalf of NovaStar. Holding has no substantive operations of its own
and, therefore, its consolidated financial statements generally reflect the
operations of NMI.

Financial Statement Presentation

The Company's consolidated financial statements include the accounts of
Holding and NMI, and have been prepared in conformity with generally accepted
accounting principles and prevailing practices within the financial services
industry. The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
income and expense during the period. Actual results could differ from those
estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and demand deposits.

Sale of Mortgage Loans

NMI generally sells the mortgage loans it originates to NovaStar at the time
of funding. Accordingly, no interest income is earned from mortgage loans.
Loans are sold to NovaStar at NMI's cost, including deferred fees received and
direct costs incurred.

Income Taxes

The Company will file consolidated income tax returns with NMI. The Company
will record deferred tax assets and liabilities for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective income tax bases. Deferred
tax assets and liabilities are measured using enacted tax rates applied to
taxable income in the years in which those temporary differences are expected
to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that includes
the enactment date.

New Accounting Pronouncements

SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities," as amended by SFAS No. 127, is effective for
transactions occurring after December 31, 1996,

F-20
<PAGE>

NFI HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

except for secured borrowings, repurchase agreements, dollar rolls, securities
lending and similar transactions, for which SFAS 125 is effective for
transactions occurring after December 31, 1997. SFAS 125 provides accounting
and reporting standards for transfers and servicing of financial assets and
extinguishments of liabilities based on the consistent application of a
financial-components approach that focuses on control. It distinguishes
transfers that are sales from those that are secured borrowings. Under SFAS
125, after a transfer of financial assets, an entity recognizes all assets it
controls and liabilities it has incurred, and derecognizes assets it no longer
controls and liabilities that have been extinguished. If a transfer does not
meet the criteria for a sale, the transfer is accounted for as a secured
borrowing with a pledge of collateral. The adoption of SFAS No. 125, as
amended by SFAS No. 127, will not have a material effect on the Company's
financial position or results of operations.

NOTE 2. RELATED PARTY TRANSACTIONS

Under the terms of the Company's Certificate of Incorporation, NovaStar, by
virtue of its preferred stock investment, is entitled to 99 percent of the
dividends, if any, that are paid by the Company.

In addition, NovaStar and NMI are parties to a Mortgage Loan Purchase and
Sale Agreement, an Administrative Services Outsourcing Agreement and,
effective July 15, 1997, a Loan Servicing Agreement. Under the terms of the
Mortgage Loan Purchase and Sale Agreement, mortgage loans originated by NMI
are purchased by NovaStar at prices that vary with the nature and terms of the
underlying mortgage loans. Through June 30, 1997, all mortgage loans
originated by NMI were sold to NovaStar. Under the Outsourcing Services
Agreement, NovaStar pays NMI a fixed monthly fee for providing certain
services, including the development of loan products, underwriting, funding,
and quality control, as well as for any interest costs incurred related to
borrowings obtained by NMI to originate loans that are purchased by NovaStar.
NovaStar paid NMI $1,250,000 during 1997 related to outsourcing services
performed by NMI in the areas of loan product development, underwriting
funding and quality control. In addition, through June 30, 1997, NovaStar had
purchased 100 percent of the mortgage loans originated by NMI. In that regard,
NovaStar reimbursed NMI $440,000 of interest for the six month period then
ended. As a result of the reimbursement, the accompanying 1997 statement of
operations does not reflect any interest expense.

NOTE 3. BORROWINGS

As of June 30, 1997, borrowings represent advances under NMI's $50 million
warehouse line of credit with First Union National Bank. Advances under this
agreement bear interest at the Federal Funds rate plus a spread (8.12 percent
as of June 30, 1997) with interest payable monthly. The average daily balance
under this facility during the period ended June 30, 1997 was $13.7 million.
The warehouse facility matures in February 1998 and includes financial and
non-financial covenants. As the interest rate resets daily on amounts
outstanding under the warehouse line of credit, fair value is the same as
carrying value. As discussed in note 2, NMI is reimbursed by NovaStar for any
interest cost incurred related to Mortgage loans purchased by NovaStar.

NOTE 4. INCOME TAXES

As a newly formed entity, the Company has not recorded an income tax benefit
related to the net loss incurred through June 30, 1997. That loss will be
available to offset future profits, and the related tax benefit will be
recognized when the Company demonstrates the ability to achieve profitability.

NOTE 5. COMMITMENTS AND CONTINGENCIES

NMI leases certain facilities and equipment under various operating lease
agreement. Rent expense and future obligations under these leases are not
material to the consolidated financial statements.

F-21
<PAGE>

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary....................................................... 4
Risk Factors............................................................. 14
The Company.............................................................. 30
Use of Proceeds.......................................................... 30
Dividend Policy and Distributions........................................ 31
Dividend Reinvestment Plan............................................... 31
Dilution................................................................. 32
Capitalization........................................................... 33
Selected Financial and Other Data........................................ 34
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 35
Business................................................................. 44
Management............................................................... 61
Principal Securityholders................................................ 71
Certain Transactions..................................................... 73
Federal Income Tax Considerations........................................ 75
Description of Capital Stock............................................. 84
Description of Warrants.................................................. 89
Underwriting............................................................. 91
Legal Matters............................................................ 93
Experts.................................................................. 93
Available Information.................................................... 93
Glossary................................................................. 94
Financial Statements..................................................... F-1
</TABLE>

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

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SECURITIES OTHER THAN THE SECURITIES TO WHICH
IT RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL.

UNTIL (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS EFFECTING
TRANSACTIONS IN THE SECURITIES OFFERED HEREBY, WHETHER OR NOT PARTICIPATING IN
THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION
TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

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

3,000,000 SHARES

NOVASTAR FINANCIAL, INC.

COMMON STOCK

LOGO

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

Prospectus
, 1997

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

STIFEL, NICOLAUS & COMPANY
INCORPORATED

NATIONSBANC MONTGOMERY SECURITIES, INC.

- --------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 31. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses expected to be incurred in connection with the issuance and
distribution of the securities being registered are as set forth below. All
such expenses, except for the SEC registration and filing fees, are estimated:

<TABLE>
<S> <C>
SEC Registration................................................. $ 18,818
NASD Filing Fee.................................................. 6,710
Nasdaq National Market Listing Fee............................... 34,417
Legal Fees and Expenses.......................................... 126,000
Accounting Fees and Expenses..................................... 75,000
Printing Fees.................................................... 100,000
Transfer Agent and Registrar Fees................................ 5,000
Other............................................................ 134,055
--------
Total.......................................................... $500,000
========
</TABLE>

ITEM 32. SALES TO SPECIAL PARTIES.

None.

ITEM 33. RECENT SALES OF UNREGISTERED SECURITIES.

In September and December 1996 the Registrant sold 216,666 shares of Common
Stock to the two founders of the Registrant for $2,167 cash. Such shares were
sold without registration under the Securities Act of 1933, as amended (the
"Act"), in reliance on the exemption provided by Section 4(2) thereof.

In December 1996 the Registrant sold an aggregate of 3,333,333 Units, each
Unit consisting of one share of Class A Convertible Preferred Stock and one
Stock Purchase Warrant, to approximately 180 "accredited investors" (as such
term is defined under Rule 501(a) promulgated under the Act) for $49,999,995
cash and an additional 216,666 Units to the two founders of the Registrant for
$3,249,999 in forgivable notes. Stifel, Nicolaus & Company, Incorporated acted
as placement agent (the "Placement Agent") in connection with such issuance
and received commissions and reimbursement of expenses totaling approximately
$3,000,000 along with 100,000 Stock Purchase Warrants. Such shares were sold
without registration under the Securities Act of 1933, as amended, in reliance
on the exemption provided by Section 4(2) thereof and on Regulation D
promulgated thereunder.

ITEM 34. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 2-418 of the Corporations and Associations Article of the Annotated
Code of Maryland provides that a Maryland corporation may indemnify any
director of the corporation and any person who, while a director of the
corporation, is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, or other enterprise
or employee benefit plan, is made a party to any proceeding by reason of
service in that capacity unless it is established that the act or omission of
the director was material to the matter giving rise to the proceeding and was
committed in bad faith or was the result of active and deliberate dishonesty;
or the director actually received an improper personal benefit in money,
property or services; or, in the case of any criminal proceeding, the director
had reasonable cause to believe that the act or omission was unlawful.
Indemnification may be against judgments, penalties, fines, settlements, and
reasonable expenses actually incurred by the director in connection with the
proceeding, but if the proceeding was one by or in the right of the
corporation, indemnification may not be made in respect of any proceeding in
which the director shall have been adjudged to

II-1
<PAGE>

be liable to the corporation. Such indemnification may not be made unless
authorized for a specific proceeding after a determination has been made, in
the manner prescribed by the law, that indemnification is permissible in the
circumstances because the director has met the applicable standard of conduct.
On the other hand, the director must be indemnified for expenses if he has
been successful in the defense of the proceeding or as otherwise ordered by a
court. The law also prescribes the circumstances under which the corporation
may advance expenses to, or obtain insurance or similar protection for,
directors.

The law also provides for comparable indemnification for corporate officers
and agents.

The Registrant's Articles of Incorporation provide that its directors and
officers shall, and its agents in the discretion of the Board of Directors
may, be indemnified to the fullest extent required or permitted from time to
time by the laws of Maryland.

The Maryland GCL permits the charter of a Maryland corporation to include a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages except to the extent that
(i) it is proved that the person actually received an improper benefit or
profit in money, property or services for the amount of the benefit or profit
in money, property or services actually received, or (ii) a judgment or other
final adjudication is entered in a proceeding based on a finding that the
person's action, or failure to act, was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in the
proceeding. The Company's Articles of Incorporation contain a provision
providing for elimination of the liability of its directors and officers to
the Company or its stockholders for money damages to the maximum extent
permitted by Maryland law from time to time.

The Underwriting Agreement, the Purchase Terms Agreement, Registration
Rights Agreement and Founders Registration Rights Agreement, included as
Exhibits 1.1, 10.1, 10.2 and 10.4, respectively, to the Registration
Statement, provide for indemnification of the Registrant, its directors and
certain of its officers against certain liabilities, including liabilities
under the Securities Act.

ITEM 35. TREATMENT OF PROCEEDS FROM STOCK BEING REGISTERED.

Not applicable.

ITEM 36. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Consolidated Financial Statements (each included in the Prospectus):

Balance Sheets
Statements of Operations
Statements of Stockholders' Equity
Statements of Cash Flows
Notes to Consolidated Financial Statements

(b) Exhibits:

<TABLE>
<C> <S>
1.1* Form of Underwriting Agreement
3.1* Articles of Amendment and Restatement of the Registrant
3.2* Articles Supplementary of the Registrant
3.3* Bylaws of the Registrant
4.1* Specimen Common Stock Certificate
5.1* Opinion of Tobin & Tobin, a professional corporation, as to
legality (including consent of such firm)
5.2 Opinion of Piper & Marbury L.L.P., as to legality (including
consent of such firm)
</TABLE>

II-2
<PAGE>

<TABLE>
<C> <S>
8.1 Opinion of Jeffers, Wilson, Shaff & Falk, LLP, as to certain tax
matters (including consent of such firm)
10.1* Purchase Terms Agreement, dated December 6, 1996, between the
Registrant and the Placement Agent.
10.2* Registration Rights Agreement, dated December 9, 1996, between
the Registrant and the Placement Agent.
10.3* Warrant Agreement, dated December 9, 1996, between the Registrant
and the Holders of the Warrants Acting Through the Registrant as
the Initial Warrant Agent.
10.4* Founders Registration Rights Agreement, dated December 9, 1996,
between the Registrant and the original holders of Common Stock
of the Registrant.
10.5* Commitment Letter dated October 3, 1996 from General Electric
Capital Group accepted by the Registrant.
10.6* Master Repurchase Agreement dated as of January 31, 1997 among
Merrill Lynch Mortgage Capital Inc., Merrill Lynch Credit
Corporation and the Registrant.
10.7* Mortgage Loan Warehousing Agreement dated as of February 20, 1997
between First Union National Bank of North Carolina and the
Registrant.
10.8* Employment Agreement, dated September 30, 1996, between the
Registrant and Scott F. Hartman.
10.9* Employment Agreement, dated September 30, 1996, between the
Registrant and W. Lance Anderson.
10.10* Promissory Note by Scott F. Hartman to the Registrant, dated
December 9, 1996.
10.11* Promissory Note by W. Lance Anderson to the Registrant, dated
December 9, 1996.
10.12* Stock Pledge Agreement between Scott F. Hartman and the
Registrant, dated December 9, 1996.
10.13* Stock Pledge Agreement between W. Lance Anderson and the
Registrant, dated December 9, 1996.
10.14* 1996 Executive and Non-Employee Director Stock Option Plan, as
last amended December 6, 1996.
10.15* Administrative Services Outsourcing Agreement, dated June 30,
1997, between the Registrant and NovaStar Mortgage, Inc.
10.16* Mortgage Loan Sale and Purchase Agreement, dated as of June 30,
1997, between the Registrant and NovaStar Mortgage, Inc.
10.17* Flow Loan Subservicing Agreement, dated as of June 30, 1997,
between the Registrant and NovaStar Mortgage, Inc.
10.18 Certificate of Incorporation of NFI Holding Corporation.
10.19 Agreement of Shareholders of Common Stock NFI Holding
Corporation.
11.1* Statement regarding computation of per share earnings.
21.1* Subsidiaries of the Registrant (set forth in "The Company" in the
Prospectus)
23.1* Consent of Tobin & Tobin, a professional corporation (included in
Exhibit 5.1)
23.2 Consent of Piper & Marbury L.L.P. (included in Exhibit 5.2)
</TABLE>

II-3
<PAGE>

<TABLE>
<C> <S>
23.3 Consent of Jeffers, Wilson, Shaff & Falk, LLP (included in
Exhibit 8.1)
23.4 Consent of KPMG Peat Marwick LLP.
24.1* Power of Attorney (set forth on signature page)
27.1* Financial Data Schedule
</TABLE>
- --------
* Previously filed.

ITEM 39. UNDERTAKINGS.

The Registrant hereby undertakes to provide to the Underwriters at the
closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant, pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities begin
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

The undersigned Registrant hereby undertakes that: (1) for purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of Prospectus filed as part of this Registration
Statement in reliance upon Rule 430A and contained in a form of Prospectus
filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act of 1933 shall be deemed to be part of this Registration
Statement as of the time it was declared effective; and (2) for the purpose of
determining any liability under the Securities Act of 1933, each post-effective
amendment that contains a form of Prospectus shall be deemed to be a new
Registration Statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

II-4
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-11 AND HAS DULY CAUSED THIS AMENDMENT NO. 3
TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF WESTWOOD, STATE OF KANSAS, ON
OCTOBER 7, 1997.

NovaStar Financial, Inc.

/s/ Scott F. Hartman
By: _________________________________
Scott F. Hartman
Chairman of the Board and
Chief Executive Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:

SIGNATURE POSITION DATE

/s/ Scott F. Hartman Chairman of the Board,
- ------------------------------- Secretary and Chief Executive October 7,
Scott F. Hartman Officer (Principal Executive 1997
Officer)

/s/ W. Lance Anderson President, Chief Operating
- ------------------------------- Officer and Director October
W. Lance Anderson 7, 1997

/s/ Mark J. Kohlrus Senior Vice President,
- ------------------------------- Treasurer, Chief Financial October
Mark J. Kohlrus Officer (Principal Financial 7, 1997
Officer)

II-5
<PAGE>

SIGNATURE POSITION DATE

/s/ Rodney E. Schwatken Vice President, Controller,
- ------------------------------- Assistant Treasurer, October
Rodney E. Schwatken (Principal Accounting 7, 1997
Officer)

*/s/ Edward W. Mehrer Director
- ------------------------------- October
Edward W. Mehrer 7, 1997

*/s/ Gregory T. Barmore Director
- ------------------------------- October 7,
Gregory T. Barmore 1997

*/s/ Jenne K. Britell Director
- ------------------------------- October 7,
Jenne K. Britell 1997

- -------------------------------
*By Mark J. Kohlrus, attorney-
in-fact

II-6
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT
------- -----------------------
<C> <S> <C>
1.1* Form of Underwriting Agreement
3.1* Articles of Amendment and Restatement of the Registrant
3.2* Articles Supplementary of the Registrant
3.3* Bylaws of the Registrant
4.1* Specimen Common Stock Certificate
5.1* Opinion of Tobin & Tobin, a professional corporation, as to
legality (including consent of such firm)
5.2 Opinion of Piper & Marbury L.L.P., as to legality (including
consent of such firm)
8.1 Opinion of Jeffers, Wilson, Shaff & Falk, LLP, as to certain
tax matters (including consent of such firm)
10.1* Purchase Terms Agreement, dated December 6, 1996, between the
Registrant and the Placement Agent.
10.2* Registration Rights Agreement, dated December 9, 1996, between
the Registrant and the Placement Agent.
10.3* Warrant Agreement, dated December 9, 1996, between the
Registrant and the Holders of the Warrants Acting Through the
Registrant as the Initial Warrant Agent.
10.4* Founders Registration Rights Agreement, dated December 9, 1996,
between the Registrant and the original holders of Common
Stock of the Registrant.
10.5* Commitment Letter dated October 3, 1996 from General Electric
Capital Group accepted by the Registrant.
10.6* Master Repurchase Agreement dated as of January 31, 1997 among
Merrill Lynch Mortgage Capital Inc., Merrill Lynch Credit
Corporation and the Registrant.
10.7* Mortgage Loan Warehousing Agreement dated as of February 20,
1997 between First Union National Bank of North Carolina and
the Registrant.
10.8* Employment Agreement, dated September 30, 1996, between the
Registrant and Scott F. Hartman.
10.9* Employment Agreement, dated September 30, 1996, between the
Registrant and W. Lance Anderson.
10.10* Promissory Note by Scott F. Hartman to the Registrant, dated
December 9, 1996.
10.11* Promissory Note by W. Lance Anderson to the Registrant, dated
December 9, 1996.
10.12* Stock Pledge Agreement between Scott F. Hartman and the
Registrant, dated December 9, 1996.
10.13* Stock Pledge Agreement between W. Lance Anderson and the
Registrant, dated December 9, 1996.
10.14* 1996 Executive and Non-Employee Director Stock Option Plan, as
last amended December 6, 1996.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT
------- -----------------------
<C> <S> <C>
10.15* Administrative Services Outsourcing Agreement, dated June 30,
1997 between the Registrant and NovaStar Mortgage, Inc.
10.16* Mortgage Loan Sale and Purchase Agreement, dated as of June 30,
1997 between the Registrant and NovaStar Mortgage, Inc.
10.17* Flow Loan Subservicing Agreement, dated as of June 30, 1997
between the Registrant and NovaStar Mortgage, Inc.
10.18 Certificate of Incorporation of NFI Holding Corporation
10.19 Agreement of Shareholders of Common Stock of NFI Holding
Corporation
11.1* Statement regarding computation of per share earnings
21.1* Subsidiaries of the Registrant (set forth in "The Company" in
the Prospectus)
23.1* Consent of Tobin & Tobin, a professional corporation (included
in Exhibit 5.1)
23.2 Consent of Piper & Marbury L.L.P. (included in Exhibit 5.2)
23.3 Consent of Jeffers, Wilson, Shaff & Falk, LLP (included in
Exhibit 8.1)
23.4 Consent of KPMG Peat Marwick LLP.
24.1* Power of Attorney (set forth on signature page)
27.1* Financial Data Schedule
</TABLE>
- --------
* Previously filed.

<PAGE>

Exhibit 5.2

[LETTERHEAD OF PIPER & MARBURY]

September 22, 1997

NovaStar Financial, Inc.
1900 West 47th Place, Suite 205
Westwood, KS 66205

Registration Statement on Form S-11

Ladies and Gentlemen:

We have acted as special Maryland counsel to NovaStar Financial, Inc., a
Maryland corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), pursuant to a Registration
Statement on Form S-11 of the Company (Registration No. 333-32327) (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission") for an initial public offering by the Company of up to 3,450,000
shares of Common Stock, par value $.01 per share (the "Shares"), pursuant to an
Underwriting Agreement between the Company and Stifel, Nicolaus & Company,
Incorporated and Montgomery Securities as representatives of the several
underwriters (the "Underwriting Agreement").

In this capacity, we have examined the Registration Statement as amended to
date (and the Preliminary Prospectus contained therein), a draft of the
Underwriting Agreement, the Charter and By-Laws of the Company, the proceedings
of the Board of Directors of the Company relating to the issuance of the Shares
(the "Board Proceedings"), a Certificate of the Secretary of the Company dated
September 22, 1997, and such other statutes, certificates, instruments, and
documents relating to the Company and matters of law as we have deemed necessary
to the issuance of this opinion. In such examination, we have assumed, without
independent investigation, the genuineness of all signatures, the legal capacity
of all individuals who have executed any of the aforesaid documents, the
authenticity of all documents submitted to us as originals, the conformity with
originals of all documents submitted to us as copies (and the authenticity of
the originals of such copies), no substantial change in the final documents of
documents submitted to us as drafts, and all public records reviewed are
accurate and complete.
<PAGE>

Piper & Marbury
L.L.P.
NovaStar Financial, Inc.
September 22, 1997
Page 2

As to factual matters, we have relied on the Certificate of the Secretary and
have not independently verified the matters stated therein.

Based upon the foregoing and having regard for such legal considerations as
we deem relevant, we are of the opinion and so advise you that upon the issuance
and delivery of the Shares in accordance with the terms of the Underwriting
Agreement of the establishment of final terms by a committee of the Board of
Directors in accordance with the resolutions adopted pursuant to the Board
Proceedings, the Shares will have been duly and validly authorized and will be
validly issued, fully paid, and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Prospectus included in the Registration Statement. In giving our
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission thereunder.

Very truly yours,
/s/ Piper & Marbury L.L.P.

<PAGE>

EXHIBIT 8.1

JEFFERS, WILSON, SHAFF & FALK, LLP
ATTORNEYS AT LAW
18881 VON KARMAN AVENUE
SUITE 1400
IRVINE, CALIFORNIA 92612
TELEPHONE: (714) 660-7700
FACSIMILE: (714) 660-7799

October 7, 1997

NovaStar Financial, Inc.
1900 West 47th Place, Suite 205
Westwood, KS 66205

Re: Initial Public Offering

Gentlemen:

This is an opinion (the "Opinion") which you have requested as to (a) the
discussion entitled "Federal Income Tax Considerations" and (b) the discussion
entitled "ERISA Investors," both as set forth in the Prospectus (the
"Prospectus"), contained in the Registration Statement on Form S-11 of NovaStar
Financial, Inc. (the "Company"), registration no. 333-32327, as amended by Pre-
Effective Amendment No. 3, filed by the Company, in connection with the issuance
(the "Offering") of 3,450,000 shares of Common Stock (such shares of Common
Stock are sometimes referred to herein as the "Shares") of the Company.

The Company is a Maryland corporation that is intended to qualify as a real
estate investment trust ("REIT") under the Code. Capitalized terms used in this
Opinion and not otherwise defined are as defined in the Prospectus. Our Opinion
is based on existing law, including the Code, existing Treasury Regulations,
Revenue Rulings, Revenue Procedures, U.S. Department of Labor regulations and
administrative interpretations, proposed regulations and case law, all of which
are subject to change either prospectively or retroactively. No assurance can be
given that such existing law may not change in a manner that would modify the
conclusions expressed in this Opinion. Moreover, relevant laws could change in a
manner that could adversely affect the Company or its stockholders. We have no
obligation to inform you of any such change in the law. We have not been
requested to opine, and we have not opined, as to any issues other than those
expressly set forth herein. This Opinion extends only to questions under the
Code and ERISA. We express no opinion with respect to any other law or the laws
of any other jurisdiction.

Our Opinion is based upon certain statements, representations and
warranties made by the Company as to factual matters regarding the Company's
assets, business and Common Stock as set forth in the Prospectus and in the
Company's letter, dated October 7, 1997, to us, and we have assumed that such
statements, representations and warranties are true and accurate. As to such
factual matters material to our Opinion, we have relied solely upon such
statements, representations and warranties of the Company. We have assumed the
authenticity of all documents submitted to us, the genuineness of all
signatures, the legal capacity of all natural
<PAGE>

NovaStar Financial, Inc.
October 7, 1997
Page 2

persons, the conformity to the originals of all documents submitted to us as
copies and the due execution and delivery of all documents where due execution
and delivery are prerequisites to the effectiveness thereof. Without any
independent investigation, no facts have come to our attention, however, that
would cause us to question the accuracy in a material way of any documents,
letters, statements, representations or warranties of the Company.

We are admitted to practice law in the State of California and our Opinion
is limited to federal law. As to matters of Maryland law, including the
formation and good standing of the Company as a Maryland corporation and the
validity and terms of the Shares, we have relied solely on the opinion of Piper
& Marbury L.L.P., special Maryland counsel to the Company. Our Opinion is solely
for the benefit of the Company in connection with the Offering, and is not to be
circulated or quoted or otherwise relied upon by the Company for any other
purpose without our prior written consent.

1. Federal Income Tax Considerations. We have acted as special tax
counsel to the Company in connection with the Company's Offering of the Shares.
In that connection, we have reviewed the section of the Prospectus entitled
"Federal Income Tax Considerations" and in our opinion such section identifies
and fairly summarizes the federal income tax considerations that are likely to
be material to a holder of the Common Stock and to the extent that such
summaries involve matters of law, we are of the opinion that such statements of
law are correct under the Code. We expressly confirm that all of the opinions
attributed to Special Tax Counsel in the section of the Prospectus entitled
"Federal Income Tax Considerations" accurately reflect our opinion on the likely
outcome of each such issue if challenged by the Service.

The Company's qualification as a REIT under the Code will depend upon the
Company's ability to meet, through actual operating results, distribution
levels, diversity of stock ownership and the various income and asset
qualification tests imposed under the Code. Such operating results may not be
reviewed by us as Counsel, and accordingly, no assurance can be given that the
actual results of the Company's operations for any one taxable year will satisfy
the requirements under the Code for REIT qualification. Moreover, certain
aspects of the Company's operations have not been considered by the courts or
the Service. There can be no assurance that the courts or the Service will agree
with this Opinion. In addition, qualification as a REIT depends on future
transactions and events that cannot be known at this time.

2. ERISA Investors. The Company has requested our opinion as to whether
the Shares will constitute "publicly-offered securities" under regulations (the
"Regulations") issued by the U.S. Department of Labor so that the assets of the
Company will not be deemed to
<PAGE>

NovaStar Financial, Inc.
October 7, 1997
Page 3

constitute "plan assets" for purposes of ERISA or for purposes of Code Section
4975 following an investment in the Shares by an ERISA Plan.

The Regulations generally provide that, in the case of an ERISA Plan's
investment in an equity interest of an entity, the ERISA Plan's assets include
both the equity investment and an undivided interest in each of the underlying
assets of the entity unless the entity can satisfy at least one of a number of
exceptions set forth in the Regulations. One exception to such plan assets
treatment is for an equity interest that is a "publicly-offered security."

The Regulations provide that a security is a "publicly-offered security" if
it is (a) "freely transferable," (b) part of a class of securities that is
"widely held" (namely, owned by 100 or more investors independent of the issuer
and of one another ("Independent Investors")), and (c) either (1) part of a
class of securities that is registered under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934, or (2) sold to the ERISA Plan as part of an
offering to the public pursuant to an effective registration statement under the
Securities Act of 1933, and the class of securities of which it is part is
registered under the Securities Exchange Act of 1934 within a specified period
of time (generally 120 days) after the end of the entity's fiscal year in which
the offering occurs.

The Company has represented that the Shares will be timely registered with
the Securities and Exchange Commission pursuant to Section 12(b) of the
Securities Exchange Act of 1934. Assuming that the Shares will be properly
registered under the Securities Exchange Act of 1934 within the time period
specified in the Regulations and that the initial closing of the sale of Shares
out of escrow pursuant to the terms of the Offering will not take place unless
and until the Company has properly determined (a) that the Shares would be
acquired by at least 150 purchasers who are Independent Investors and (b) that
the Shares will be widely held after the initial offering, the assets of the
Company will not be deemed to be plan assets of an ERISA Plan if the Shares are
freely transferable within the meaning of the Regulations.

The Regulations provide that a determination as to whether a security is
freely transferable is inherently factual in nature and must be made on the
basis of all relevant facts and circumstances. The Regulations provide that if a
security is part of an offering in which the minimum investment is $10,000 or
less (as is the case with the Shares since there is no minimum investment
required for the Shares), certain restrictions on transfer or assignment
enumerated in the Regulations (the "Enumerated Restrictions") ordinarily will
not, alone or in combination, affect a finding that such securities are freely
transferable.

The preamble to the Regulations (the "Preamble") (which is not primary
legal authority) goes one step further, providing that if the minimum investment
amount is not exceeded and if a security has no restrictions other than the
Enumerated Restrictions, the security in effect will
<PAGE>

NovaStar Financial, Inc.
October 7, 1997
Page 4

be presumed to be freely transferable. However, even if a security is not
entitled to this presumption, it may nevertheless be considered to be "freely
transferable" if the facts and circumstances so indicate. The Regulations and
the Preamble provide little additional guidance as to what restrictions would
cause a security to fail to be freely transferable.

We have examined the Prospectus and copies that the Company has provided to
us of a specimen certificate of the Common Stock, the Company's Articles of
Amendment and Restatement, the Articles Supplementary and the Company's Bylaws,
and have determined that the Shares contain no restriction that is not permitted
under the Enumerated Restrictions. The Company has represented that the Shares
are not subject to any restrictions on transferability other than those
described in the section of the Prospectus entitled "Description of Capital
Stock." Based on the foregoing, in our opinion, the Shares are freely
transferable within the meaning of the Regulations. The Company has represented
to us that the initial closing out of escrow of the purchase of the Shares will
not take place unless the Shares would be held by 150 or more Independent
Investors immediately after such closing.

Consequently, assuming that (1) the Shares are properly registered for
securities purposes under the requirements discussed above, and (2) at least 150
Independent Investors purchase Shares in the initial public offering, in our
opinion, the Shares will constitute "publicly-offered securities" so that the
assets invested in the Company by an ERISA Plan will not constitute plan assets.
We have not opined concerning whether the requirements of any of the alternative
exemptions to plan assets treatment would be satisfied by the Company.

3. Consent. We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the references to this firm under the
captions "Federal Income Tax Considerations," "ERISA Investors" and "Legal
Matters" in connection with this opinion.

Very truly yours,

JEFFERS, WILSON, SHAFF & FALK, LLP

<PAGE>

EXHIBIT 10.18

CERTIFICATE OF INCORPORATION

NFI HOLDING CORPORATION

FIRST: The name of the Corporation is NFI Holding Corporation (hereinafter
the "Corporation").

SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of its registered agent at that address is The Corporation
Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware as set forth in Title 8 of the Delaware Code
("GCL").

FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is one thousand (1,000) shares of Common Stock, each
having a par value of One Cent ($0.01) and ten thousand (10,000) shares of
Series A Preferred Stock, each having a par value of One Cent ($0.01). The
Series A Preferred Stock shall have the following rights and preferences:

(a) Dividends and Distributions

(1) If the Corporation shall declare any dividend or distribution with
respect to any shares of stock, the holders of Series A Preferred Stock shall be
entitled to receive, prior and in preference to any dividend or distribution to
the holders of the Common Stock, ninety-nine percent (99%) of the aggregate
amount of such dividend or distribution made by the Corporation, distributed
ratably among the holders of such Series A Preferred Stock in proportion to the
amount of such stock owned by each holder.

(2) Upon the payment of the dividend or distribution required by
subparagraph (1) of this Section (a), the holders of the Common Stock shall be
entitled to receive the remaining one percent (1%) of the aggregate amount of
such dividend or distribution made by the Corporation, distributed ratably among
the holders of such Common Stock in proportion to the amount of such stock owned
by each holder.

(3) The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon.

1
<PAGE>

(b) Voting Rights. Except as required by law or this Certificate of
Incorporation, the holders of the Series A Preferred Stock shall have no voting
rights.

(c) Consolidation, Merger, Share Exchange, etc. Except with the consent of
the holders of more than two-thirds of the outstanding shares of Series A
Preferred Stock, the Corporation shall not be entitled to engage in or enter
into any consolidation, merger, share exchange, combination, sale of all or
substantially all of its assets or acquisition of all or substantially all of
the assets of any other person, or any other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property.

(d) Reacquired Shares. Any shares of Series A Preferred Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and canceled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of Series A Preferred
Stock and may be reissued as Series A Preferred Stock, subject to the conditions
and restrictions on issuance set forth therein.

(e) Liquidation, Dissolution or Winding Up.

(1) Upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, no distribution shall be made to the holders of
shares of Common Stock or other stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred Stock
unless, prior thereto, the holders of shares of Series A Preferred Stock shall
have received One Thousand Dollars ($1,000.00) per share (the "Series A
Liquidation Preference"). Following the payment of the full amount of the
Series A Liquidation Preference, the remaining assets shall be distributed as
follows: (i) with respect to each share of Series A Preferred Stock, ninety-
nine percent (99%) of the remaining assets multiplied by a fraction the
numerator of which is one and the denominator of which is the number of shares
of Series A Preferred stock outstanding at the time, and (ii) the balance of the
remaining assets shall be distributed ratably to the holders of the Common
Stock.

(2) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference and
the liquidation preferences of all other series of Preferred Stock or other
stock ranking on a parity with the Series A Preferred Stock, if any, then such
remaining assets shall be distributed ratably to the holders of all such shares
in proportion to their respective liquidation preferences.

(f) Amendment. Except with the consent of the holders of more than two-
thirds of the outstanding shares of Series A Preferred Stock or as otherwise
required by law, this Article FOURTH shall not be amended to create any new
classes of stock or in any other manner that would adversely affect the
preferences, rights or powers of the Series A Preferred Stock.

2
<PAGE>

FIFTH: The name and mailing address of the Sole Incorporator is as
follows:

<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Phillip R. Pollock c/o Tobin & Tobin
One Montgomery Street
15th Floor
San Francisco, CA 94104
</TABLE>

SIXTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

(a) The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors.

(b) The directors shall have concurrent power with the stockholders to
make, alter, amend, change, add to or repeal the Bylaws of the Corporation.

(c) The number of directors of the Corporation shall be as from time
to time fixed by, or in the manner provided in, the Bylaws of the
Corporation. Election of directors need not be by written ballot unless
the Bylaws so provide.

(d) No director shall be personally liable to the Corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived
an improper personal benefit. Any repeal or modification of this Article
SIXTH by the stockholders of the Corporation shall not adversely affect any
right or protection of a director of the Corporation existing at the time
of such repeal or modification with respect to acts or omissions occurring
prior to such repeal or modification.

(e) In addition to the powers and authority hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation, subject, nevertheless, to the
provisions of the GCL, this Certificate of Incorporation, and any Bylaws
adopted by the stockholders; provided, however, that no Bylaws hereafter
adopted by the stockholders shall invalidate any prior act of the directors
which would have been valid if such Bylaws had not been adopted.

3
<PAGE>

SEVENTH: Meetings of stockholders may be held within or without the State
of Delaware, as the Bylaws may provide. The books of the Corporation may be
kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation.

EIGHTH: Except as provided in Article FOURTH, Section (f) the Corporation
reserves the right to amend, alter, change or repeal any provision contained in
this Certificate of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are granted subject
to this reservation.

I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the GCL, do make this Certificate,
hereby declaring and certifying that this is my act and deed and the facts
herein stated are true, and accordingly have hereunto set my hand this 5th day
of February, 1997.

/s/ Phillip R. Pollock
------------------------------------
Phillip R. Pollock
Sole Incorporator

<PAGE>

Exhibit 10.19

AGREEMENT OF SHAREHOLDERS

COMMON STOCK

NFI HOLDING CORPORATION

This Agreement is made and entered into as of the 12th day of February,
1997 by and among W. Lance Anderson and Scott F. Hartman (hereinafter
collectively referred to, together with permitted transferees who become subject
to this Agreement, as the "Shareholders" and individually as a "Shareholder")
and NFI Holding Corporation (the "Company"), a Delaware corporation formed under
the General Corporation Law of the State of Delaware (the "Law").

Witnesseth:

Whereas, the Shareholders are all of the holders of Common Stock of the
Company and desire to enter into a "shareholders' agreement" to provide for
continuity of management of the Company, to provide for restrictions on the
transfer of shares of the Company, to limit the persons permitted to become
shareholders of the Company and to make other provisions with respect to the
Company and the relations of the Shareholders with it and among themselves, all
as set forth herein.

Now, therefore, in consideration of the foregoing and the mutual
agreements, promises and covenants contained herein, the parties hereby agree as
follows:

1. Management and Control.

(a) Board of Directors. During the term of this Agreement, the Board
of Directors of the Company (the "Board") shall consist of two (2) persons, who
shall be the initial Shareholders, and each Shareholder agrees to vote his or
her shares of capital stock, and to take all other actions as may be necessary,
to cause such persons to be elected to the Board. So long as he or she owns any
shares of the capital stock of the Company, no Shareholder who is a director may
be removed as a director without the written consent of all of the Shareholders,
and to the extent they are inconsistent with the provisions hereof, the
provisions of Section 141 of the Law are hereby waived. All corporate actions
requiring approval of the Board must be approved by not less than 100% of the
authorized number of directors.

(b) Certain Shareholder Approval Requirements. The consent of all of
the Shareholders shall be required to approve any of the following actions by
the Company, and each

1
<PAGE>

Shareholder hereby waives any right to the taking of such actions by the
approval, consent or vote of a lesser percentage:

(i) Issuance of any additional shares of the Series A Preferred
Stock or any other class or series of capital stock of the Company and the
consideration to be received therefor, or issuance of any options, warrants,
convertible securities, or other rights to acquire any shares of the capital
stock of the Company;

(ii) Amendment, adoption or repeal of the Company's Certificate
of Incorporation or Bylaws;

(iii) Entry by the Company into any substantial contract or
commitment out of the ordinary and normal course of the Company's business;

(iv) Voluntary dissolution of the Company; and

(v) Merger, consolidation or sale or transfer of all or
substantially all of the assets of the Company.

2. Restrictions on Transfer of Shares.

(a) General. The provisions of this Section 2 shall be applicable to
all shares of the capital stock of the Company now or hereafter owned by the
Shareholders and to all shares of the capital stock and other securities of the
Company or any successor received by each Shareholder or his or her personal
representative, heirs, successors, or assigns, as distributions on, splits or
reverse splits of, in exchange for, or otherwise with respect to, such capital
stock (all of such shares of stock or securities being collectively referred to
in this Section 2 as "Stock").

(b) Pledge of Stock. The obligations of each Shareholder to the
Company under this Agreement are secured by the Stock owned by such Shareholder
pursuant to a Stock Pledge Agreement of even date herewith.

(c) Option Rights Prior to Transfer of Stock During Lifetime. No
Shareholder, nor any transferee bound hereby, shall transfer, assign or in any
way alienate any of the shares of Stock which may now or hereafter be owned by
such person, without the prior written consent of the remaining Shareholders,
unless such person (the "Offeror") shall have given to the Company and the
remaining Shareholders the right of first refusal in accordance with the
following terms and conditions:

(i) Notice of Intent to Sell. The Offeror shall first give
written notice to the Company, at the address set forth below, of its desire to
sell Stock, setting forth the number of shares of Stock proposed to be
transferred (the "Offered Stock").

2
<PAGE>

(ii) Company's Option. Within thirty (30) days from and after
the date of receipt of such notice by the Company the Company shall have the
right to agree to purchase all or any portion of the Offered Stock at the price
and upon the terms and conditions determined in accordance with subsections (h)
and (i) below. Within such thirty (30) day period, the Company shall give
written notice to the Offeror of whether it desires to make such purchase.

(iii) Shareholders' Option. If the option granted to the
Company in subsection (ii) above is not exercised as to all shares of the
Offered Stock within the said thirty (30) day period, written notice of the
proposed transfer shall be immediately given by the Secretary of Company to the
remaining Shareholders (the "Nonselling Shareholders"), who shall have the
option to purchase any shares not purchased by the Company at the price and upon
the terms and conditions specified in subsection (ii) above. Within ten (10)
days after receiving such notice, any Nonselling Shareholder desiring to acquire
any part or all of the Offered Stock shall deliver to the Secretary of the
Company a written election to purchase the Offered Stock or a specified portion
of it. If the total number of shares specified in the elections exceeds the
number of available shares, each Nonselling Shareholder shall have priority, up
to the number of shares specified in his or her notice of election to purchase,
to purchase such proportion of the available shares as the number of shares of
the Company's Stock that he or she holds bears to the total number of the shares
of the Company's Stock held by all Nonselling Shareholders electing to purchase.
The shares not purchased on such a priority basis shall be allocated in one or
more successive allocations to those Nonselling Shareholders electing to
purchase more than the number of shares to which they have a priority right, up
to the number of shares specified in their respective notices, in the proportion
that the number of shares of the Company's Stock held by each of them bears to
the number of shares of the Company's Stock held by all of them. Within five (5)
days after receipt of the Nonselling Shareholder elections to purchase, the
Secretary of the Company shall notify each Nonselling Shareholder of the number
of shares as to which his or her election was effective and send a copy of each
such notice to the Offeror.

(iv) Offeror's Rights. If the total number of shares of stock
accepted by the Company and/or the Nonselling Shareholders does not equal the
number of shares of Offered Stock, then the Offeror shall not be bound to sell
any shares of the Offered Stock to the Company and/or the Nonselling
Shareholders, and the Offeror shall be free to transfer the Offered Stock to any
transferee, and the transferee shall take such shares of the Offered Stock free
of the provisions of this Agreement.

(d) Company's Right to Call. Upon the death or termination of
employment (as defined below) of any Shareholder, the Company shall, for a
period of sixty (60) days following the Shareholder's death or termination of
employment, have the right to require the Shareholder or the personal
representative having charge of the estate of such Shareholder or any other
successor to legal title to the Stock (the "Shareholder's Representative"
herein) to sell (the "right to call") all or any part of the shares of Stock
owned by the Shareholder and by each transferee of such Shareholder bound hereby
as of the date of the Shareholder's death or termination of employment. If the
Company elects to exercise its right to call, it shall notify the Shareholder or
the Shareholder's Representative within such sixty (60) day period, by written
notice, of the number of shares which

3
<PAGE>

the Company will purchase. The purchase price to be paid by the Company and the
terms and conditions of such purchase shall be as specified in subsections (h)
and (i) below.

(e) Shareholders' Right to Call. If the Company does not purchase
all or any part of the Stock of the deceased or terminated Shareholder within
the time limit specified in subsection (d) above, the remaining Shareholders
shall have the right, for an additional period of fifteen (15) days, to require
the Shareholder or the Shareholder's Representative to sell all or any part of
the shares of Stock owned by the Shareholder and by each transferee of the
Shareholder bound hereby as of the Shareholder's death or termination of
employment. The option shall be exercised by giving written notice, within
fifteen (15) days after the expiration of the Company's sixty (60) day right to
call, to the Secretary of the Company and to the Shareholder or the
Shareholder's Representative, stating the number of shares as to which such
option is exercised. If notices of exercise from the remaining Shareholders
specify in the aggregate more shares than are available for purchase by the
remaining Shareholders, each remaining Shareholder shall have priority, up to
the number of shares specified in his or her notice, to such proportion of those
available shares as the number of shares of the Company's Stock that he or she
holds bears to the total number of shares of the Company's Stock held by the
remaining Shareholders electing to purchase. The shares not purchased on such a
priority basis shall be allocated in one or more successive allocations to those
remaining Shareholders electing to purchase more than the number of shares to
which they have a priority right, up to the number of shares specified in their
respective notices, in the proportion that the number of shares of the Company's
Stock held by each of them bears to the number of shares of the Company's Stock
held by all of them. Within five (5) days after receipt of the remaining
Shareholder elections to purchase, the Secretary of the Company shall notify
each remaining Shareholder of the number of shares as to which his or her
election was effective and send a copy of each such notice to the Shareholder or
the Shareholder's Representative.

(f) Status of Stock Not Repurchased. In the event that the calls
referred to in subsections (d) and (e) above are not exercised in the time and
manner prescribed in such subsections, the restrictions on transfer contained in
Section 2 of this Agreement shall thereafter lapse as to those shares of Stock
not repurchased by the Company and/or the remaining Shareholders from the
deceased or terminated Shareholder.

(g) Definition of Termination of Employment; Dissolution May Be
Treated as Termination of Employment. For purposes of this Agreement,
termination of employment shall be deemed to occur when any Shareholder shall no
longer be employed, for whatever reason, in any position as an officer or full-
time employee of the Company, except that in the event of termination by reason
of physical disability, a "termination of employment" for purposes of this
Agreement may not occur before the Shareholder shall have been so disabled as to
be unable to actively engage in the business and affairs of the Company for a
period of ninety (90) consecutive days or shall voluntarily relinquish his or
her full-time employment. In the event of the dissolution of the marriage of any
Shareholder and the division of the property of such Shareholder and his or her
spouse, the spouse of such Shareholder, by affixing his or her signature to the
Consent of Spouse form attached to this Agreement, agrees to accept other
marital or separate property in lieu of any

4
<PAGE>

interest such spouse may assert in the Stock owned by such Shareholder. In the
event there is not sufficient marital or separate property to compensate such
spouse for any interest he or she may assert in such Shareholder's Stock, or if
for any other reason there is a transfer or award of all or part of such
Shareholder's Stock to such spouse pursuant to the dissolution of such marriage,
such transfer or award shall constitute a "termination of employment" of such
Shareholder with respect to the portion so transferred or awarded to such spouse
and such portion shall be subject to the repurchase options described in
subsections (d) and (e) above. Any Stock retained by said Shareholder and not
transferred to such spouse shall not be subject to such repurchase options
unless and until a repurchase event occurs with respect to such retained
interest.

(h) Repurchase Price for Shares of Stock. The purchase price to be
paid by the Company and/or the Nonselling Shareholders or the remaining
Shareholders, as the case may be, for each share of Stock in the event of a sale
subject to this Section 2 above shall be equal to the Book Value thereof. The
Book Value of a share of Stock shall equal the quotient of (I) the portion of
the shareholders' equity of the Company as of the end of the most recently
completed fiscal year, determined in accordance with Generally Accepted
Accounting Principles in effect as of such fiscal year end, that would be
distributable to the holders of Common Stock of the Company in the event of its
dissolution and winding up (assuming that the full amount of such shareholders'
equity as so determined was available for distribution to holders of all classes
or series of capital stock of the Company and giving effect to liquidation
preferences in respect of any classes or series of outstanding preferred stock
of the Company), divided by (II) the number of shares of Stock outstanding as of
such fiscal year end.

The value established under the foregoing provisions shall be
adjusted for any dividend or other distribution to Shareholders after the fiscal
year end used in the determination of value.

(i) Closing and Terms of Purchase. The closing for the repurchase of
shares of Stock by the Company and/or the Nonselling Shareholders or the
remaining Shareholders, as the case may be, shall be held at the principal
office of the Company on the tenth (10th) business day after the later of (Y)
receipt by Offeror or the Shareholder or such Shareholder's Representative, as
the case may be, of notice that the Company is electing to purchase all shares
of Stock available to be purchased by it hereunder or (Z) the date of issuance
of notices by the Secretary of the Company to the Nonselling Shareholders or the
remaining Shareholders, as the case may be, of the respective number of shares
as to which their election to purchase was effective. At the closing, the
Company and/or the Nonselling Shareholders or the remaining Shareholders, as the
case may be, shall deliver their checks in the full amount of the purchase price
for the shares being purchased by each party, and the Offeror or the selling
Shareholder or such Shareholder's Representative, as the case may be, shall
deliver the certificates representing all of the shares of Stock so repurchased,
properly endorsed in form sufficient to pass good title to said shares of Stock
to the purchaser(s) thereof, together with a certified copy of an order of a
probate court of competent jurisdiction authorizing such sale of the shares of
Stock if they are included in a probate estate.

5
<PAGE>

(j) Legend on Stock Certificates. Each certificate representing
Stock issued by the Company which is subject to this Agreement shall be endorsed
with the following legends:

(i) "The transfer of any interest in the shares of stock
represented by the within certificate is restricted by the provisions of an
Agreement of Shareholders, a copy of which may be obtained at the main
office of the corporation and all of the provisions of which are
incorporated herein."

(ii) "These securities have not been registered under the
federal Securities Act of 1933, as amended (the "Act"). Transfer or sale of
such securities or any interest therein is unlawful except after
registration, or pursuant to an exemption from the registration
requirements, as provided in the Act and the regulations thereunder."

(k) Invalidity of Transfer Not Complying With This Agreement. No
transfer of shares of Stock, or any interest therein, or attempted transfer
thereof shall be effective for any purpose or confer on any transferee or
attempted transferee any rights whatsoever if the same shall be in contravention
of any of the terms, provisions or conditions of this Agreement.

3. Termination and Amendment. This Agreement shall remain in effect until
all the Shareholders agree to such termination in writing. This Agreement may be
amended only by the written agreement of all parties hereto.

4. Successors and Assigns. This Agreement shall bind and inure to the
benefit of the parties hereto, their heirs, executors, administrators, legatees,
personal representatives and permissible assigns and transferees.

5. Entire Agreement. This Agreement contains the entire agreement of the
parties hereto with respect to the subject matter hereof.

6. Notices. All notices and communications provided for under this
Agreement shall be effective when properly addressed to the party at the address
set forth under his or her signature on this Agreement, or any other address
that any party may designate by written notice to the others, (a) if personally
delivered, when received, (b) if sent by first class mail, two business days
after having been deposited in the mail, postage prepaid and properly addressed,
(c) if transmitted by facsimile, when sent, receipt confirmed by telephone or
electronic means, and (d) if sent by overnight courier, two business days after
having been given to such courier unless sooner received by the addressee.

7. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument.

8. Invalid Provisions. In the event that any provisions of this Agreement
is found to be invalid or otherwise unenforceable under any applicable law, such
invalidity or unenforceability

6
<PAGE>

shall not be construed as rendering any other provisions contained herein
invalid or unenforceable, and all such other provisions shall be given full
force and effect as though the invalid and unenforceable provision was not
contained herein.

9. Gender and Number. In this Agreement, the masculine gender includes
the feminine, the neuter gender includes the masculine and feminine, and the
singular number includes the plural wherever the context so requires.

10. Headings. The headings in this Agreement are used only for the
purpose of convenience and shall not be deemed to limit the subject of any
provision or be considered in the construction thereof.

11. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.

12. Attorneys' Fees. In the event that any party hereto shall bring any
action or proceeding in connection with this Agreement, the prevailing party
shall be entitled to recover as part of such action or proceeding its reasonable
attorneys' fees and court costs.

7
<PAGE>

In witness whereof, the parties have executed this Agreement as of the day
and year first above written.

SHAREHOLDERS

/s/ W. Lance Anderson
------------------------------------------
W. Lance Anderson

Address: 8699 Butterfield Avenue
Richmond, VA 23229

/s/ Scott F. Hartman
------------------------------------------
Scott F. Hartman

Address: 5607 Chadwick
Fairway, KS 66205

NFI HOLDING CORPORATION

By /s/ W. Lance Anderson
-----------------------------------------
W. Lance Anderson, Chairman of the Board

By /s/ Scott F. Hartman
-----------------------------------------
Scott F. Hartman, President

Address: 1900 West 47th Place
Suite 205
Westwood, KS 66205
Fax: (913) 362-1011

8
<PAGE>

SHAREHOLDER: W. LANCE ANDERSON

CONSENT OF SPOUSE

The undersigned, being the spouse of the Shareholder named above who signed
the foregoing Agreement, has read and hereby approves of the terms of said
Agreement, and consents to each of the transactions contemplated thereby,
including but not limited to the restrictions against the transfer of
Shareholder interests, including transfers related to a marital dissolution, and
the repurchase option provisions of such Agreement relating to the purchase of
the interest of a Shareholder, including the community property interest of such
spouse in said interest.

Dated: March 10, 1997 /s/ Rania Anderson
----------------------------------------
Rania Anderson
<PAGE>

SHAREHOLDER: SCOTT F. HARTMAN

CONSENT OF SPOUSE

The undersigned, being the spouse of the Shareholder named above who
signed the foregoing Agreement, has read and hereby approves of the terms of
said Agreement, and consents to each of the transactions contemplated thereby,
including but not limited to the restrictions against the transfer of
Shareholder interest, including transfers related to a marital dissolution, and
the repurchase option provisions of such Agreement relating to the purchase of
the interest of a Shareholder, including the community property interest of such
spouse in said interest.

Dated: March 4, 1997 /s/ Cathleen Hartman
--------------------
Cathleen Hartman

<PAGE>

EXHIBIT 23-4

INDEPENDENT AUDITORS' CONSENT

We consent to the use of our reports on the financial statements of NovaStar
Financial, Inc. as of June 30, 1997 and December 31, 1996 and for the six months
ended June 30, 1997 and the period from September 13, 1996 (inception) to
December 31, 1996, and the consolidated financial statements of NFI Holding
Corporation and subsidiary as of June 30, 1997 and for the period from February
6, 1997 (inception) to June 30, 1997, included herein and to the reference to
our firm under the heading "Experts" in the prospectus.

KPMG Peat Marwick LLP
Kansas City, Missouri

October 7, 1997