EXHIBIT 10.6.1








                             Dated 28 January 2004



                          GRANITE MORTGAGES 04-1 plc
                               as Current Issuer



                   LAW DEBENTURE CORPORATE SERVICES LIMITED
                 as Current Issuer Corporate Services Provider



                               NORTHERN ROCK PLC
                                 as Originator



                       GRANITE FINANCE HOLDINGS LIMITED


                                 GPCH LIMITED

                                    - and -

               THE LAW DEBENTURE INTERMEDIARY CORPORATION p.l.c.
                               as Share Trustee




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

                      ISSUER CORPORATE SERVICES AGREEMENT

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



                          SIDLEY AUSTIN BROWN & WOOD
                            1 THREADNEEDLE STREET
                               LONDON EC2R 8AW
                           TELEPHONE 020 7360 3600
                           FACSIMILE 020 7626 7937

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                                  CONTENTS

1.    Definitions and Interpretation.......................................1

2.    Nomination of Directors..............................................2

3.    Returns..............................................................3

4.    Administrative Services..............................................3

5.    Confidentiality......................................................4

6.    Remuneration.........................................................5

7.    Non Petition and Limited Recourse....................................5

8.    Termination..........................................................6

9.    Non-Assignment.......................................................7

10.   Non-exclusive........................................................7

11.   Indemnity............................................................7

12.   Governing Law and Jurisdiction, Appropriate Form.....................8

13.   Contracts (Rights of Third Parties) Act 1999.........................8

14.   Notices..............................................................8



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<PAGE>

THIS AGREEMENT is made on 28 January 2004

BETWEEN:

(1)   GRANITE MORTGAGES 04-1 plc (registered number 4959572) a public limited
      company incorporated under the laws of England and Wales whose
      registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX as
      the Current Issuer;

(2)   LAW DEBENTURE CORPORATE SERVICES LIMITED, (registered number 3388362)
      whose registered office is at Fifth Floor, 100 Wood Street, London EC2V
      7EX in its capacity as the Current Issuer Corporate Services Provider;

(3)   NORTHERN ROCK PLC (registered number 3273685) whose registered office is
      at Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL as
      Northern Rock;

(4)   GRANITE FINANCE HOLDINGS LIMITED (registered number 4127787) whose
      registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX as
      Holdings;

(5)   GPCH LIMITED (registered number 4128437) whose registered office is at
      Fifth Floor, 100 Wood Street, London EC2V 7EX as GPCH and, together with
      Holdings and the Current Issuer, the "SPV Companies" and each a "SPV
      Company"); and

(6)   THE LAW DEBENTURE INTERMEDIARY CORPORATION p.l.c. (registered number
      1525148) whose registered office is at Fifth Floor, 100 Wood Street,
      London EC2V 7EX in its capacity as Share Trustee.

WHEREAS:

The Current Issuer Corporate Services Provider has agreed with the other
parties hereto to provide certain corporate services as more fully described
below.

IT IS HEREBY AGREED AS FOLLOWS:

1.    Definitions and Interpretation

      The provisions of:

      (a)   the Master Definitions Schedule as amended and restated by (and
            appearing in Appendix 1 to) the Master Definitions Schedule
            Seventh Amendment and Restatement Deed made on 26 January 2004
            between, among others, the Seller, Funding and the Mortgages
            Trustee, and

      (b)   the Issuer Master Definitions Schedule signed for the purposes of
            identification by Sidley Austin Brown & Wood and Allen & Overy on
            28 January 2004,

      (as the same have been and may be amended, varied or supplemented from
      time to time with the consent of the parties hereto) are expressly and
      specifically incorporated into and shall apply to this Agreement. The
      Issuer Master Definitions Schedule specified above shall prevail to the
      extent that it conflicts with the Master Definitions Schedule.



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<PAGE>

2.    Nomination of Directors

      (a)   For so long as this Agreement remains in force and subject as set
            out in paragraph (b) below:

            (i)   Northern Rock will be entitled to, and shall, nominate one
                  person willing to serve in the capacity of director for each
                  SPV Company (and Northern Rock shall be deemed to have so
                  nominated Keith McCallum Currie as its first nominee in such
                  capacity) and nothing herein shall require Northern Rock to
                  nominate the same person as director for each SPV Company;
                  and

            (ii)  the Current Issuer Corporate Services Provider will be
                  entitled to, and shall, nominate two persons willing to
                  serve in the capacity of director for each SPV Company (and
                  shall be deemed to have so nominated L.D.C. Securitisation
                  Director No. 1 Limited and L.D.C. Securitisation Director
                  No. 2 Limited as its first nominees in such capacity) and
                  nothing herein shall prevent the Current Issuer Corporate
                  Services Provider from nominating itself as a corporate
                  director for each SPV Company or require the Current Issuer
                  Corporate Services Provider to nominate the same two persons
                  as director for each SPV Company.

      (b)   In relation to any person nominated or deemed to be nominated
            under (a) above, whichever of Northern Rock or the Current Issuer
            Corporate Services Provider nominated that person is referred to
            below as that person's "appointor".

      (c)   In relation to any person nominated or deemed to be nominated
            under (a) above as a director of any SPV Company, that person is
            referred to below as a "Director".

      (d)   Each appointor hereby confirms to the other that, if the person
            nominated or deemed to be nominated by it should resign or retire
            or for any other reason cease to act as Director of any SPV
            Company, it will promptly:

            (i)   procure that such Director shall acknowledge in writing that
                  he has no claim of any nature whatsoever against the SPV
                  Companies;

            (ii)  nominate another person willing to act in the relevant
                  capacity; and

            (iii) procure the consent of that other person to act in that
                  capacity.

      (e)   Each appointor shall procure that each of the persons respectively
            nominated or deemed to be nominated by it from time to time as
            provided above accepts the relevant appointment and acts in the
            relevant capacity without fee or remuneration from any SPV Company
            save that nothing in this Agreement shall prejudice any right to
            remuneration on the part of the Current Issuer Corporate Services
            Provider under Clause 6 hereof.

      (f)   The Share Trustee undertakes and agrees subject to its duties and
            obligations as Share Trustee under the Share Trust Deed dated 19
            March 2001 that it shall exercise its rights as a shareholder of
            Holdings and all rights and powers



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            vested in it under the Articles of Association of each SPV Company
            so as to procure that the Board of Directors of each SPV Company
            comprises at all times one nominee of Northern Rock (provided that
            Northern Rock shall have nominated such person to such office) and
            two nominees of the Current Issuer Corporate Services Provider as
            provided under paragraph (a) above.

      (g)   The obligations of the Current Issuer Corporate Services Provider
            under this Agreement and the obligations of each SPV Company under
            the Transaction Documents are, respectively, solely the corporate
            obligations of the Current Issuer Corporate Services Provider and
            the SPV Companies. No recourse shall be had in respect of any
            obligation or claim arising out of or based upon this Agreement or
            any of the Transaction Documents against any employee, officer or
            director of the Current Issuer Corporate Services Provider or the
            SPV Companies save where the claim, demand, liability, cost or
            expense in connection therewith arises from the negligence, wilful
            default or breach of duty of such employee, officer or director of
            the Current Issuer Corporate Services Provider or the SPV
            Companies.

3.    Returns

      Northern Rock undertakes that the person for the time being nominated by
      it as Director of a SPV Company pursuant to Clause 2 shall ensure,
      insofar as he or she is able having regard to the duties imposed on
      directors by law, that (a) all registers, filings and returns required
      to be made by such SPV Company are kept and made in accordance with the
      relevant provisions of English law or the rules of any relevant UK
      regulatory authority and (b) such SPV Company is otherwise in compliance
      with the Companies Act 1985.

4.    Administrative Services

4.1   The Current Issuer Corporate Services Provider shall provide the
      following services (the "Services"):

      (a)   a registered office and administrative office for each SPV
            Company;

      (b)   the services of three persons who will, if required, accept office
            as directors of each SPV Company;

      (c)   the services of a secretary to each SPV Company to perform all the
            duties properly required of a secretary by the directors of such
            SPV Company and the Companies Act 1985 (the "Law");

      (d)   the arrangement of meetings of directors and shareholders of each
            SPV Company in the UK and the preparation of minutes of such
            meetings;

      (e)   the arrangement of annual meetings and any other meetings of the
            shareholders of each SPV Company;

      (f)   the maintenance of the statutory books of each SPV Company and any
            other books and records required by law or ordinarily required by
            an English company and the preparation and issue of share
            certificates;



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      (g)   the preparation and submission of any other documents required by
            law to be prepared or filed by each SPV Company including all
            filings to be made with the Registrar of Companies;

      (h)   the provision of book keeping services and preparation of each SPV
            Company's accounts based upon the ledgers and records maintained
            by the Current Issuer Cash Manager;

      (i)   the instruction of each SPV Company's auditors to prepare the
            annual audited financial statements; and

      (j)   the execution of all such agreements, documents and undertakings
            as shall be necessary in connection with the business of each SPV
            Company if so authorised by a valid resolution of the Board of
            Directors of each SPV Company;

4.2   The Current Issuer Corporate Service Provider's duties:

      (a)   The Current Issuer Corporate Service Provider shall at all times
            act in accordance with all reasonable and proper directions,
            orders and instructions given by the Board of Directors of each
            SPV Company.

      (b)   The Current Issuer Corporate Service Provider shall not knowingly
            do or knowingly omit to do anything which would constitute a
            breach of any provisions of the Memorandum and Articles of
            Association of each SPV Company or of any legally binding
            restrictions applying to each such SPV Company. This includes but
            is not limited to any legally binding restrictions applying to
            each SPV Company as a consequence of its being a party to the
            Transaction Documents.

5.    Confidentiality

5.1   The Current Issuer Corporate Services Provider shall not, and hereby
      undertakes to procure that each person nominated or deemed to be
      nominated by the Current Issuer Corporate Services Provider as Director
      of each SPV Company shall not (regardless of whether or not such person
      shall still be in office), at any time disclose to any person, firm or
      company whatsoever (other than the Share Trustee), and shall treat as
      confidential, any information relating to the business, finances or
      other matters of Northern Rock or any SPV Company which such Director
      may have obtained as a result of (in the case of the Current Issuer
      Corporate Services Provider) its role under this Agreement as a Director
      or as employer or principal to any Director or (in the case of any
      Director) such Director's position as Director of each SPV Company, or
      otherwise have become possessed of, and the Current Issuer Corporate
      Services Provider shall use its best endeavours to prevent any such
      disclosure provided however that the provisions of this Clause shall not
      apply:

      (a)   to the disclosure of any information already known to the
            recipient;

      (b)   to the disclosure of any information which is or becomes public
            knowledge otherwise than in breach of this Clause;



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      (c)   to any extent that disclosure is required pursuant to any law or
            order of any court or pursuant to any direction, request or
            requirement (whether or not having the force of law) of any
            central bank or any governmental or other regulatory or taxation
            authority (including, without limitation, any official bank
            examiners or regulators or the London Stock Exchange plc or any
            other applicable stock exchange);

      (d)   to the disclosure of any information to professional advisers or
            any of the Rating Agencies who receive the same under a duty of
            confidentiality;

      (e)   to the disclosure of any information with the consent of all the
            parties hereto; and

      (f)   to the disclosure of any information to the Note Trustee.

      and the Current Issuer Corporate Services Provider hereby agrees to
      indemnify and hold harmless Northern Rock and the SPV Companies for all
      losses, damages, expenses, costs, claims and charges arising from or
      caused by any disclosure of information by any of the Current Issuer
      Corporate Services Provider or any Director nominated or deemed to be
      nominated by it which disclosure is made contrary to the provisions of
      this Clause.

5.2   The obligations of the Current Issuer Corporate Services Provider under
      this Clause 5 shall survive the termination of this Agreement.

6.    Remuneration

      The Current Issuer Corporate Services Provider shall be entitled to
      remuneration for the services provided by it under this Agreement of an
      amount to be agreed between the SPV Companies, Northern Rock and the
      Current Issuer Corporate Services Provider (together with Value Added
      Tax thereon) which shall consist of remuneration for corporate services
      hereunder to be borne by the SPV Companies and payable quarterly on
      Payment Dates subject to and in accordance with the Current Issuer
      Priority of Payments. The remuneration to the Current Issuer Corporate
      Services Provider as set forth in this Clause shall apply only in
      respect of this Agreement and the transactions contemplated by the
      Transaction Documents, and the remuneration to the Current Issuer
      Corporate Services Provider in respect of any previous or subsequent
      transaction between the parties shall be as agreed in connection with
      such transaction.

7.    Non Petition and Limited Recourse

7.1   Each of the parties hereto hereby agrees that it shall not institute
      against any of the SPV Companies any winding-up, administration,
      insolvency or similar proceedings in any jurisdiction for so long as any
      sum is outstanding under the Notes of any Issuer or for two years plus
      one day since the last day on which any such sum was outstanding.

7.2   Each of the parties hereto agrees that notwithstanding any other
      provision of this Agreement or any other Transaction Document:

      (a)   in relation to GPCH and/or Holdings, any amount payable by GPCH or
            Holdings to any other party to this Agreement under this Agreement
            shall only



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            be payable to the extent that GPCH or, as the case may be,
            Holdings has sufficient funds to pay such amount on such date; and

      (b)   in relation to the Current Issuer:

            (i)   only the Note Trustee may enforce the security created in
                  favour of the Note Trustee under the Current Issuer Deed of
                  Charge in accordance with the provisions thereof;

            (ii)  no sum due or owing to any party to this Agreement from or
                  by the Current Issuer under this Agreement shall be payable
                  by the Current Issuer except to the extent that the Current
                  Issuer has sufficient funds available or (following
                  enforcement of the Current Issuer Security) the Note Trustee
                  has realised sufficient funds from the Current Issuer
                  Security to pay such sum subject to and in accordance with
                  the relevant Current Issuer Priority of Payments and
                  provided that all liabilities of the Current Issuer required
                  to be paid in priority thereto or pari passu therewith
                  pursuant to such Current Issuer Priority of Payments have
                  been paid, discharged and/or otherwise provided for in full;
                  and

            (iii) it shall not take any steps for the purpose of recovering
                  any amount payable by the Current Issuer or enforcing any
                  rights arising out of this Agreement against the Current
                  Issuer otherwise than in accordance with the Current Issuer
                  Deed of Charge.

7.3   The provisions of Clause 6 of the Current Issuer Deed of Charge shall
      prevail in the event that and to the extent that they conflict with the
      provisions of this Clause 7.

8.    Termination

8.1   The appointment of the Current Issuer Corporate Services Provider
      hereunder in relation to each SPV Company shall terminate:

      (a)   upon the expiration of 90 days notice in writing given by the
            Current Issuer Corporate Services Provider or by the relevant SPV
            Company and provided that a substitute corporate services provider
            acceptable to the relevant SPV Company and Northern Rock has been
            appointed in relation to the relevant SPV Company on terms
            substantially the same as those set out in this Agreement and that
            such appointment will be effective not later than the date of the
            termination;

      (b)   immediately if:

            (i)   an order has been made or a resolution has been passed to
                  put the Current Issuer Corporate Services Provider into
                  liquidation (except a voluntary liquidation for the purpose
                  of reconstruction or amalgamation); or

            (ii)  the Current Issuer Corporate Services Provider has broken or
                  is in breach of any of the terms of this Agreement and shall
                  not have remedied such breach within 30 days after service
                  of notice requiring the same to be remedied; or



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            (iii) the Current Issuer Corporate Services Provider becomes
                  insolvent; or

            (iv)  the Current Issuer Corporate Services Provider ceases or
                  threatens to cease to carry on its business or a substantial
                  part of its business or stops payment or threatens to stop
                  payment of its debts.

8.2   This agreement shall terminate automatically on the date falling 90 days
      after the later of the date on which the Mortgages Trust Deed terminates
      or the date on which all of the Current Issuer Secured Obligations have
      been discharged in full.

8.3   Termination of the appointment of the Current Issuer Corporate Services
      Provider under this Clause 8 shall be without prejudice to the rights of
      any party in respect of any antecedent claim against or breach of the
      terms of this Agreement by the Current Issuer Corporate Services
      Provider.

9.    Non-Assignment

      The rights and obligations of the parties hereto are personal and, save
      in the case of the Current Issuer in accordance with the Current Issuer
      Deed of Charge, shall not be capable of assignment.

10.   Non-exclusive

      The Current Issuer Corporate Services Provider and the Directors shall
      be at liberty to provide services of a like nature to any other persons
      it may think fit whether for its own account or that of any other
      person.

      Neither the Current Issuer Corporate Services Provider nor any other
      person affiliated with the Current Issuer Corporate Services Provider
      shall in consequence of the appointment of the Current Issuer Corporate
      Services Provider hereunder or in consequence of any transaction entered
      into by any SPV Company with the Current Issuer Corporate Services
      Provider be liable to account to the SPV Companies for any profits
      (whether disclosed or not) accruing to the Current Issuer Corporate
      Services Provider from or by virtue of any such transaction.

      The Current Issuer Corporate Services Provider shall be entitled to
      charge and receive remuneration in accordance with its usual charging
      policies for any legal advice initiated by and rendered to any SPV
      Company, subject, in the case of any SPV Company, to the limited
      recourse provisions set out in Clause 7.

11.   Indemnity

      Northern Rock undertakes to indemnify and hold harmless the Current
      Issuer Corporate Services Provider, the Directors and the Share Trustee
      against all actions, proceedings, accounts, claims or demands and any
      costs and expenses incurred in connection therewith which may be brought
      or made or threatened to be brought or made against either the Current
      Issuer Corporate Services Provider, the Directors or the Share Trustee
      in connection with the affairs of any SPV Company unless any such
      liability shall have arisen solely due to the fraud, wilful misconduct
      or gross negligence of the Current Issuer Corporate Services Provider,
      the Directors or the Share Trustee. This indemnity shall continue in
      force notwithstanding the termination of this Agreement.



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12.   Governing Law and Jurisdiction, Appropriate Form

12.1  This Agreement is governed by, and shall be construed in accordance
      with, the laws of England and Wales.

12.2  Each of the parties hereto irrevocably agrees that the courts of England
      shall have jurisdiction to hear and determine any suit, action or
      proceeding, and to settle any disputes, which may arise out of or in
      connection with this Agreement and, for such purposes, irrevocably
      submits to the jurisdiction of such courts.

12.3  Each of the parties hereto irrevocably waives any objection which it
      might now or hereafter have to the courts of England being nominated as
      the forum to hear and determine any proceedings and to settle any
      disputes, and agrees not to claim that any such court is not a
      convenient or appropriate forum.

13. Contracts (Rights of Third Parties) Act 1999

      A person who is not a party to this Agreement may not enforce any of its
      terms under the Contracts (Rights of Third Parties) Act 1999, but this
      shall not affect any right or remedy of a third party which exists or is
      available apart from that Act.

14.   Notices

      Any notices to be given and any correspondence or communication to be
      delivered or forwarded pursuant to this Agreement shall be sufficiently
      served, delivered or forwarded if sent by prepaid airmail or by
      facsimile transmission and shall be deemed to be given (in the case of
      facsimile transmission at 10.00am on the next business day in the place
      of receipt following despatch) or (in the case of the post) three (3)
      days after the despatch thereof and shall be sent:

      (a)  in the case of the Current Issuer Corporate Services Provider, to
           its office specified against its name at the commencement of this
           Agreement, fax number 020 7606 0643, marked for the attention of
           Sharon Tyson;

      (b)  in the case of each SPV Company, to its office specified against
           its name at the commencement of this Agreement fax number 020 7606
           0643, marked for the attention of Sharon Tyson with a copy to
           Northern Rock to its office specified against its name at the
           commencement of this Agreement, fax number 0191 279 4694, marked
           for the attention of Keith Currie; and

      (c)  in the case of the Share Trustee, to its office specified against
           its name at the commencement of this Agreement fax number 020 7606
           0643, marked for the attention of Sharon Tyson.

IN WITNESS WHEREOF the parties hereto have executed this Agreement the date
first above written:



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                               EXECUTION PAGE

<TABLE>
<CAPTION>
The Current Issuer

<S>                                      <C>
Executed by
GRANITE MORTGAGES 04-1 PLC
as follows:                                By
Signed for and on its behalf by one          ---------------------------------------
of its duly authorised                       for and on behalf of LDC Securitisation
attorneys/signatories                        Director No.1 Limited

                                         Name
                                             ----------------------------------------


The Current Issuer Corporate Services Provider

Executed by
LAW DEBENTURE CORPORATE
SERVICES LIMITED
as follows:                                By
Signed for and on its behalf by one          ----------------------------------------
of its duly authorised                       Duly Authorised Attorney/Signatory
attorneys/signatories
                                         Name
                                             ----------------------------------------


The Share Trustee

Executed by
LAW DEBENTURE INTERMEDIARY
CORPORATION PLC
as follows:                                By
Signed for and on its behalf by one          ----------------------------------------
of its duly authorised                       Duly Authorised Attorney/Signatory
attorneys/signatories
                                         Name
                                             ----------------------------------------

Holdings

Executed by
GRANITE FINANCE HOLDINGS LIMITED
as follows:                                By
Signed for and on its behalf by one          ----------------------------------------
of its duly authorised                       for and on behalf of LDC Securitisation
attorneys/signatories                        Director No.1 Limited

                                         Name
                                             ----------------------------------------


GPCH Limited

Executed by
GPCH LIMITED
as follows:                                By
Signed for and on its behalf by one          ----------------------------------------
of its duly authorised                       for and on behalf of LDC Securitisation
attorneys/signatories                        Director No.1 Limited

                                         Name
                                             ----------------------------------------



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The Originator

Executed by
NORTHERN ROCK PLC
as follows:                                By
Signed for and on its behalf by one          ----------------------------------------
of its duly authorised                       Duly Authorised Attorney/Signatory
attorneys/signatories
                                         Name
                                             ----------------------------------------
</TABLE>



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