Exhibit 10.6.2



                              Dated 26 March 2001
                              -------------------




                       GRANITE FINANCE TRUSTEES LIMITED




                                      and




                             MOURANT & CO. LIMITED







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

                     CORPORATE SERVICES PROVIDER AGREEMENT
        --------------------------------------------------------------



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THIS AGREEMENT is made the 26 day of March 2001.

BETWEEN

(1)      Granite Finance Trustees Limited, a company incorporated under the
         laws of Jersey, registered number 79309, whose registered office is
         at 22 Grenville Street, St. Helier, Jersey JE4 8TB, Channel Islands
         (Company); and

(2)      MOURANT & CO. LIMITED, a company incorporated under the laws of
         Jersey, registered number 36615, whose registered office is at 22
         Grenville Street, St. Helier, Jersey JE4 8PX, Channel Islands
         (Corporate Services Provider).

WHEREAS

(A)      The Company has executed a Mortgages Trust Deed dated 26 March 2001
         between itself as Trustee, Northern Rock plc as Seller and
         Beneficiary (Seller), Granite Finance Funding Limited as Beneficiary
         (Funding) (Mortgages Trust Deed), whereby it undertakes to hold the
         benefit of all the Trust Property (as defined in the Mortgages Trust
         Deed) from time to time transferred to it or acquired by it from
         Northern Rock plc upon trust for the Seller and Funding in accordance
         with the terms of the Mortgages Trust Deed.

(B)      The Company has requested the Corporate Services Provider to provide
         administrative and secretarial services to the Company upon the terms
         set out in this Agreement in order to carry out its obligations under
         the Transaction Documents. The Corporate Services Provider is willing
         to provide such service to the Company upon such terms.

NOW IT IS HEREBY AGREED as follows:

1        Interpretation


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         1.1      Terms used herein and not otherwise defined herein shall
                  have the meanings ascribed to them in the Articles of
                  Association of the Company as in full force from time to
                  time (hereinafter the "Articles of Association").

         1.2      Words importing the singular shall include the plural and
                  the masculine gender shall include the feminine and the
                  neuter and vice versa in each case and words importing
                  persons shall include bodies of persons whether corporate or
                  unincorporated.

         1.3      The Master Definitions Schedule signed for the purposes of
                  identification by Brown & Wood and Clifford Chance Limited
                  Liability Partnership on 26 March 2001 (as the same may be
                  amended, varied or supplemented from time to time with the
                  consent of the parties hereto) is expressly and specifically
                  incorporated into this Agreement and, accordingly, the
                  expressions defined in the Master Definitions Schedule (as
                  amended, varied or supplemented) shall, except where the
                  context otherwise requires and save where otherwise defined
                  herein, have the same meanings in this Agreement and in the
                  Recitals hereto, and this Agreement shall be construed in
                  accordance with the interpretation provisions set out in
                  Clause 2 (Interpretation and Construction) of that Master
                  Definitions Schedule.

         1.4      The headings in this Agreement do not affect its
                  interpretation.

         1.5      References to `clauses' (unless otherwise specified) are
                  references to clauses of this Agreement.

         1.6      References to any agreement shall be construed as a reference
                  to such agreement as the same may be, or may from time
                  to time have been amended, modified, supplemented or
                  restated.


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         1.7      '(GBP)' and 'sterling' denote lawful currency of the United
                  Kingdom.

2.       Administrative Services

The Corporate Services Provider shall provide the following services (the
Services) in Jersey:

         2.1      a registered office and administrative office for the Company;

         2.2      the services of four individuals who will accept office as
                  Directors of the Company;

         2.3      the services of a secretary to the Company to perform all
                  the duties properly required of a secretary by the directors
                  of the Company and the Companies (Jersey) Law 1991 (the
                  "Law");

         2.4      the arrangement of meetings of directors and shareholders of
                  the Company on the Island of Jersey and the preparation
                  of minutes of such meetings;

         2.5      the arrangement of annual meetings and any other meetings of
                  the shareholders of the Company;

         2.6      the maintenance of the statutory books of the Company and
                  any other books and records required by law or ordinarily
                  required by a Jersey company and the preparation and issue
                  of share certificates;

         2.7      the preparation and submission of annual returns of the
                  Company and procuring that the Company pays the fee required
                  to be paid to the Jersey authorities in connection therewith;

         2.8      the preparation and submission of any other documents
                  required by law to be prepared or filed by the Company;

         2.9      the provision of book keeping services and preparation the
                  Company's accounts based upon the Finance Trustees
                  Ledgers as maintained by the Cash Manager, the


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                  quarterly management accounts maintained by the Cash Manager
                  and the records maintained by the Administrator;

         2.10     the instruction of the Company's auditors to prepare the
                  annual audited financial statements;

         2.11     the safekeeping of the common seal of the Company and
                  arranging for sealing of documents as authorised by the
                  directors of the Company;

         2.12     obtaining exempt status for the Company under the provisions
                  of the Income Tax (Jersey) Law 1961, as amended and
                  procuring that the Company pays the fee required to be paid
                  to the Comptroller of Income Tax in order to obtain such
                  status;

         2.13     the provision (if necessary) of nominees to hold the issued
                  shares of the Company; and

         2.14     the execution of all such agreements, documents and
                  undertakings as shall be necessary in connection with the
                  Business of the Company if so authorised by a valid
                  resolution of the Board of Directors of the Company;

         2.15     the acceptance of service of process and any other documents
                  or notices to be served on the Company.

3.       The Corporate Service Provider's duties

         3.1      The Corporate Service Provider shall at all times (subject
                  to Clause 5 hereof) act in accordance with all reasonable
                  and proper directions, orders and instructions given by the
                  Board of Directors of the Company.

         3.2      The Corporate Service Provider shall not knowingly do or
                  knowingly omit to do anything which would constitute a
                  breach of any provisions of the Articles of Association of
                  the Company or of any legally binding restrictions applying
                  to the Company. This includes but is not limited to any
                  legally binding restrictions applying to the

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                  Company as a consequence of its being a party to the
                  Transaction Documents.

4.       Transaction Account and GIC Accounts

         4.1      The Company confirms that the Mortgages Trustee Transaction
                  Account and Mortgages Trustee GIC Account have been
                  established and that a mandates in accordance with the Bank
                  Account Agreement will be delivered to the Account Bank
                  immediately following the execution of this Agreement and
                  that as at the date of this Agreement none of the Accounts
                  is overdrawn.

         4.2      The Company will operate the Mortgages Trustee Transaction
                  Account and the Mortgage Trustees GIC Account in accordance
                  with the terms of the Cash Management Agreement and the Bank
                  Agreement. The Corporate Services Provider shall (subject to
                  Clause 5 hereof) only give instructions on behalf of the
                  Company to the Account Bank for the deposit, withdrawal or
                  transfer of funds in accordance with information provided by
                  the Cash Manager from time to time pursuant to the Cash
                  Management Agreement.

         4.3      The Corporate Service Provider shall be entitled to rely
                  upon the information provided by the Cash Manager and it
                  shall be no part of its duties to make enquiry as to the
                  accuracy or completeness of that information.

5.       Enforcement Notice

         5.1      The Company shall notify the Corporate Services Provider of
                  the receipt of an Enforcement Notice.

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         5.2      In the event that the Corporate Services Provider has
                  received notification pursuant to Clause 5.1 hereof, the
                  Corporate Services Provider shall act only in accordance
                  with the directions of the Security Trustee.

6.       Statutory Accounts

         6.1      The Corporate Services Provider shall, subject to all
                  applicable laws, provide all information and access to books
                  and records as the Auditors may reasonably require for the
                  purpose of auditing the annual accounts of the Company;

         6.2      The Corporate Services Provider shall, in conjunction with
                  the Auditors and subject to the provision of any necessary
                  information by the Cash Manager, assist in the preparation
                  of the profit and loss account, balance sheet and directors'
                  report and any other report or information required by law
                  to be attached to them or incorporated in them for the
                  Company in respect of each accounting reference period.
                  Subject to the approval of the Company, the Corporate
                  Services Provider shall cause such accounts to be audited by
                  the Auditors and shall procure, so far as it is able to do
                  so, that the Auditors shall make a report thereon as
                  required by law;

         6.3      The Corporate Services Provider shall arrange for the Cash
                  Manager and the Security Trustee to receive such copies of
                  the audited accounts as shall be required by the Transaction
                  Documents within 120 days of the end of the each accounting
                  reference period. It shall also send copies of the audited
                  accounts to such other parties as either the Cash Manager or
                  the Security Trustee shall request;

         6.4      The Corporate Services Provider shall take all reasonable
                  steps to procure that, within 120 days of the end of each
                  accounting reference period, the Auditors


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                  provide to the Cash Manager for submission to the Financial
                  Services Authority, the London Stock Exchange plc, the Jersey
                  Registrar of Companies, S&P, Moody's and Fitch a copy of the
                  Auditors' report.

7        Data Protection and Consumer Credit

         The Company confirms that it has applied for registration under the
         Data Protection Act 1998 and obtained a licence under the Consumer
         Credit Act 1974 in the United Kingdom and applied for the Data
         Protection (Jersey) Law 1987 in Jersey. The Corporate Services
         Provider will use its best endeavours to procure that the Company
         maintains such registrations and that the Company obtains and
         maintains all necessary registrations, licences and authorities
         required to enable the Company to perform its obligations under the
         Transaction Documents.

8.       Designated Resources -- Designated CSP Staff

         8.1      The Corporate Services Provider shall procure that from the
                  Initial Closing Date until the Final Redemption (the CSP
                  Staff Period), three of its full time employees (the
                  Designated CSP Staff each employee being a Designated CSP
                  Staff Member) are available on a non -- exclusive and part
                  time basis to the Company.

         8.2      On the Initial Closing Date, the initial Designated CSP
                  Staff Members are expected to be: Richard Gough; Shelagh
                  Thornhill and Annette Cunningham. The Corporate Services
                  Provider may designate an alternative individual or
                  individuals to be a Designated CSP Staff Member, PROVIDED
                  THAT if the Corporate Services Provider becomes aware of any
                  notice of termination of the contract of employment given or
                  received from a Designated CSP Staff Member, the Corporate
                  Services Provider will promptly notify the Security Trustee
                  and


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                  shall ensure that an alternative individual is designated
                  as a replacement Designated CSP Staff Member.

         8.3      This Agreement is a contract for services and is not
                  intended to constitute and nothing in this Agreement shall
                  have the effect of constituting any relationship of employer
                  and employee between the Company, (as employer), and the
                  Designated CSP Staff Members (as employee). Notwithstanding
                  the designation of the Designated CSP Staff as available on
                  a non -- exclusive basis to provide Services, the Designated
                  CSP Staff will not, at any time, be under the control or
                  management of the Company. None of the Designated CSP Staff
                  will be employed the Corporate Services Provider (or such
                  other company as the Corporate Services Provider may
                  designate for this purpose) exclusively to perform the
                  Services.

         8.4      This Agreement is not intended to and nothing in this
                  Agreement shall have the effect of constituting a Designated
                  CSP Staff Member as agent of the Company. No Designated CSP
                  Staff Member shall have the authority or right to contract
                  on behalf of the Company or to bind it in any way in
                  relation to third parties, save as specifically authorised
                  by the Company from time to time or, as applicable, where
                  the Designated CSP Staff Member is acting solely in his
                  capacity as a director if the Company and has been duly
                  authorised in that regard by the board of directors of the
                  Company. Nothing in this Agreement shall constitute a
                  partnership or joint venture between the parties.


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         8.5      For the avoidance of doubt, the Corporate Services Provider
                  may at its discretion, and shall where necessary, use other
                  persons in the performance of the Services where need in
                  supplement to, or substitution of the Designated CSP Staff.

9.       Designated Resources -- Office Space

         9.1      The Corporate Services Provider agrees to designate a
                  specific area (the Designated Office Space) within the
                  premises of the Corporate Services Provider as the office
                  from which the Designated CSP Staff may perform the
                  Services, and where the Corporate Services Provider may (but
                  is not required to) store files, records and correspondence
                  referred to in Clause 10 below.

         9.2      The Designated Office Space will not be used exclusively by
                  the Corporate Services Provider to provide the Services.

         9.3      The Corporate Services Provider may provide services to other
                  companies managed and administered by the Corporate
                  Services Provider from their Designated Office Space.

         9.4      The Corporate Services Provider will retain possession an
                  control of the Designated Office Space and the Company
                  will not have possession or control of either:

                  (a)      the Designated Office Space itself; or

                  (b)      any means of access thereto or egress therefrom; or

                  (c)      any plant or substance in the Designated Office
                           Space; or

                  (d)      any equipment or files in the Designated Office
                           Space.

                  For the avoidance of doubt, nothing in this Agreement shall
                  be taken as granting a lease, licence or other interest in
                  the Designated Office Space which shall remain the property
                  of the Corporate Services Provider.

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10.      Designated Resources

         10.1     The Corporate Services Provider further agrees that
                  dedicated communication facilities may be provided to the
                  Company, which facilities may include a separate telephone
                  and telefax line and be (but shall not be required to be)
                  provided in the Designated Office Space and which may be
                  (but shall not be required to be) manned by the Designated
                  CSP Staff.

         10.2     The Corporate Services Provider shall maintain files,
                  records and correspondence relating to the Company and may
                  do so, but shall not be required to, in the Designated
                  Office Space.

11.      Warranties and Undertakings of the Corporate Services Provider

         11.1     The Corporate Services Provider warrants to the Company:

                  (a)      it is duly registered as a company limited by
                           shares under Jersey Law;

                  (b)      it has power under its Memorandum and Articles of
                           Association, and all necessary corporate authority
                           has been obtained and action taken for it to sign
                           and deliver and perform the transactions
                           contemplated in this Agreement; and

                  (c)      the signing and delivery of this Agreement does or
                           will not contravene or constitute a default under,
                           or cause to be exceeded any limitation on it or the
                           powers of its directors, imposed by or contained
                           in, (1) any law by which it or any of its assets is
                           bound or affected, (2) its Memorandum and Articles
                           of Association, or (3) any agreement to which it is
                           a party or by which any of its assets is bound.


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         11.2     The Corporate Services Provider undertakes generally to
                  provide or procure such human and other resources as is
                  appropriate to perform all the Services described in this
                  Agreement to the appropriate standard.

12.      Non -- Petition and Limited Recourse

         The Corporate Services Provider agrees that it will not initiate or
         join any person in initiating an Insolvency Event in relation to the
         Company. In relation to the Company, any amount payable under this
         Agreement by the Company to any other party to this Agreement, not
         being an amount payable out of the Trust Property in accordance with
         the terms of the Mortgages Trust Deed, shall only be payable to the
         extent that, on that date, the Company has sufficient funds to pay
         such amount out of the fees paid to it under the Mortgages Trust
         Deed.

13.      Assignment

         Except with the consent of the Security Trustee, the Corporate
         Services Provider may not assign or transfer or purport to assign or
         transfer a right or obligation under this Agreement.

14.1     The Corporate Services Provider hereby agrees that all information and
         data held by it in respect of the Company on any computer system of
         Corporate Services Provider is the sole property of the Company.

         14.2     The Corporate Services Provider agrees that all such
                  information and data and all other information relating to
                  the services provided under this Agreement shall be kept
                  safely and treated as confidential. It shall not be
                  disclosed to any third party, except with the prior written
                  consent of the Company or except as may be required by law
                  or by any regulatory authority. The Corporate Services
                  Provider agrees to use the same solely for the purposes of
                  this Agreement. The agreement


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                  constituted by the terms of this Clause 14.2 shall continue
                  even after the termination of this Agreement.

         14.3     After termination of this Agreement the Corporate Services
                  Provider shall deliver up to the Company, within 2 working
                  days of the Company's request therefor, all such information
                  and data, or, at the request of the Company, destroy the
                  same.

15.      Remuneration

         15.1     The Company shall remunerate the Corporate Service Provider
                  in accordance with the fees set out in the Schedule hereto
                  for the supply of services to the Company pursuant to this
                  Agreement.

         15.2     In addition to the scale of fees, the Corporate Services
                  Provider, its officers, employees, and any person to whom it
                  has delegated its duties hereunder shall be entitled to
                  reimbursement of all out of pocket expenses reasonably
                  incurred by them in the proper performance of such services
                  hereunder.

16.      Indemnity

         16.1     The Company shall at all times keep the Corporate Services
                  Provider, its directors, officers, employees, agents and
                  nominees fully and effectively indemnified and saved
                  harmless against all actions, proceedings, claims, demands,
                  damages, costs and other liabilities whatsoever arising out
                  of the performance of its or their duties under this
                  Agreement save only liabilities arising as a consequence of
                  negligence, bad faith, fraud or wilful misconduct on the
                  part of such persons. This indemnity shall continue after
                  the termination of the duties of the Corporate Services
                  Provider under this Agreement and the benefit shall extend
                  to all directors, officers, employees, agents and nominees
                  of the


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                  Corporate Services Provider from time to time and to
                  the successors in title of the Corporate Services Provider.

         16.2     The Corporate Services Provider shall at all times keep the
                  Company, its directors, officers, employees, agents and
                  nominees fully and effectively indemnified and saved
                  harmless against all actions, proceedings, claims, demands,
                  damages, costs and other liabilities whatsoever arising out
                  of any breach by the Corporate Services Provider in its
                  duties under this Agreement or arising as a consequence of
                  negligence, bad faith, fraud or wilful misconduct on the
                  part of the Corporate Services Provider. This indemnity
                  shall continue after the termination of the duties of the
                  Corporate Services Provider under this Agreement and the
                  benefit shall extend to all directors, officers, employees,
                  agents and nominees of the Company from time to time and to
                  the successors in title of the Company.

17.      Liability of the Corporate Services Provider

         17.1     The Corporate Services Provider shall not be liable for any
                  loss to the Company arising in consequence of the failure,
                  depreciation or loss of any investments (of the Company)
                  made in accordance with instructions and guidelines given by
                  the Board of Directors of the Company except by reason of
                  fraud, wilful misconduct or negligence on the part of the
                  Corporate Services Provider.

         17.2     Without prejudice to the generality of clause 17.1 of this
                  Agreement the Corporate Services Provider shall not incur
                  any liability whatsoever arising from:

                  (a)      the negligence or fraud of any delegate or agent
                           appointed or employed with the consent, or on the
                           instructions of, the Board of Directors of the
                           Company; or


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                  (b)      anything done or omitted in conformity with any
                           advice given or purporting to have been given by
                           any agent appointed or employed in connection with
                           the affairs of the Company with the consent of the
                           Board of Directors of the Company.
18.      Scope of Obligations

         18.1     The Corporate Services Provider, its directors, officers,
                  employees, agents and nominees shall not be obliged to act
                  in any manner which may be contrary to law.

         18.2     The Corporate Services Provider shall not be required to take
                  any legal action on behalf of the Company unless fully
                  indemnified to its satisfaction.

         18.3     When deemed necessary for the proper performance of its
                  administrative duties, the Corporate Services Provider may,
                  on behalf of the Company seek legal, tax, financial,
                  administrative or other advice as well as employ third
                  parties to provide services.

         18.4     The Corporate Services Provider's obligations hereunder to
                  procure that the Company make all payments required of it
                  shall be subject to the availability of the Company's funds
                  to do so and in no circumstances shall the Corporate
                  Services Provider be required to make payments in connection
                  with the Business of the Company out of its own funds.

19.      Termination

         19.1     The appointment of the Corporate Services Provider hereunder
                  shall terminate:

                  (a)      upon the expiration of 90 days notice in writing
                           given by the Corporate Services Provider or by the
                           Company and provided that a substitute
                           administrator acceptable to the Company and (if
                           applicable) the Financial Services Department of
                           the States of Jersey Finance & Economics


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                           Committee (if required under any consent granted
                           pursuant to the Control of Borrowing (Jersey) Order
                           1958 as amended) has been appointed 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 Corporate Services
                                    Provider into liquidation (except a
                                    voluntary liquidation for the purpose of
                                    reconstruction or amalgamation); or

                           (ii)     the 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

                           (iii)    the Corporate Services Provider is
                                    declared en desastre or has committed any
                                    act or omission indicative of insolvency;
                                    or

                           (iv)     the 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.

         19.2     Termination of the appointment of the Corporate Services
                  Provider under this Clause 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
                  Corporate Services Provider.

20.      Notices

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         Notices to be given hereunder shall be delivered by hand or mailed to
         the address of the relevant party set out herein and where mailed
         shall be deemed to be duly given on the third day after the day of
         mailing.

21.      No Restrictions

         Nothing in this Agreement shall limit or restrict the right of any
         director, officer or employee of the Corporate Services Provider or
         any director, officer, employee or partner of any of its subsidiaries
         or its affiliates to engage in any other business or to devote his
         time and attention to the management or other aspects of any other
         business, whether of a similar or dissimilar nature, nor to limit or
         restrict the right of the Corporate Services Provider or any of its
         subsidiaries or affiliates to engage in any other business or to
         render services of any kind to any other corporation, firm,
         individual or association.

22.      Counterparts

         This Agreement may be signed in several counterparts which, taken
         together, shall constitute one and the same Agreement.

23.      Governing Law

         This Agreement shall be governed and construed in accordance with the
         laws of Jersey.



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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed this day and year first above written.


SIGNED by                               )

For and on behalf of                    )

Granite Finance Trustees Limited        )



SIGNED by                               )

for and on behalf of                    )

MOURANT & CO. LIMITED                   )



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                                   Schedule


                The Corporate Services Provider's remuneration


The Corporate Services Provider's remuneration for the provision of the
Services during the period that it acts as Corporate Services Provider of the
Company on the terms of this Agreement Administration will be subject to
review on an annual basis from the date of the Corporate Services Provider's
appointment and initially will be as follows:

Set-up Fees

A one off set up fee cost of (pound)2000.

Directors Fees

A fixed annual fee of (pound)2,500 per annum.

Management Fees

A fixed annual management fee of (pound)2500 per annum to include provision of
registered office, company secretary, maintenance of the Company's statutory
records, dealing with filing requirements, keeping the company in good
standing and maintaining its exempt company status.

Administration and Preparation of Accounts

Fees calculated on a time spent basis in respect of the day to administration
of the Company affairs and for the preparation of Financial Statements and the
provision of accounting data to the auditors of the Company.

Other Costs

Out of pocket expenses/disbursements incurred in the course of administration
(including but not limited to the prescribed filing fee in relation to the
Company's annual return and the annual


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exempt company charge payable by the Company pursuant to Article 123A of the
Income Tax (Jersey) Law 1961 (as amended)).