DATED: 23 MAY 2006








                          BEDELL TRUST COMPANY LIMITED


                                       AND


                           TURQUOISE FUNDING 1 LIMITED



                                       AND



                                  HSBC BANK PLC




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                          CORPORATE SERVICES AGREEMENT

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                                 Bedell Cristin
                                  26 New Street
                                   St. Helier
                                     Jersey
                                 Channel Islands
                             SMH/ALC/SAT/094585/0024
                                     1321431






                                                       8

THIS AGREEMENT is made on twenty third May two thousand and six.


BETWEEN:


(1)     BEDELL TRUST COMPANY LIMITED a company incorporated in Jersey whose
        registered office is situate at 26 New Street, St. Helier, Jersey,
        Channel Islands (the "Service Provider"); and


(2)     TURQUOISE FUNDING 1 LIMITED a company incorporated in Jersey whose
        registered office is situate at 26 New Street, St. Helier, Jersey,
        Channel Islands as aforesaid (the "Company"); and


(3)     HSBC BANK PLC whose registered office is at Level 4, 8 Canada Square,
        London, E14 5HQ (the "Originator").


RECITALS:-


(A)     The Company was incorporated in Jersey on 27 January, 2006 for the
        purpose of participating in a financing programme relating to certain
        credit card receivables originated or to be originated by HSBC Bank plc.


(B)     The Company requires corporate administration services to be provided to
        it in Jersey and the Service Provider is willing to provide or arrange
        the provision of such services as specified in the Schedule hereto on
        the terms hereinafter set out.


NOW BY THIS AGREEMENT:


DEFINITIONS


1.      (a)     "Delegate" shall mean and include the Partnerships together with
                any or all of the respective officers, employees, servants,
                successors, assigns or duly appointed agents of each of the
                Service Provider and the Partnerships.


        (b)     "Island" shall mean the Island of Jersey, Channel Islands.


        (c)     "MLO" shall mean the Money Laundering (Jersey) Order 1999 and
                any other applicable regulations from time to time relating to
                prevention of use of the financial system for the purpose of
                money laundering and made pursuant to the Proceeds of Crime
                (Jersey) Law 1999.


        (d)     "the Partnerships" shall mean the partners for the time being of
                (i) Bedell Cristin, Jersey Advocates and (ii) the Bedell Group
                Partnership ("Bedell Group").


        (e)     "Services" shall mean the services to be provided by the Service
                Provider pursuant to this Agreement as set out in the Schedule
                hereto.


        (f)     "Transaction" means the securitisation programme for the
                purposes of which the Company was established.


        (g)     "Transaction Documents" means such agreements or other documents
                to which the Company shall be party from time to time in
                connection with the Transaction.


                Unless otherwise defined herein, terms and expressions defined
                in the Transaction Documents shall bear the same meaning when
                used in this Agreement.




                                       1



APPOINTMENT


2.1     The Company hereby appoints the Service Provider to provide or procure
        the provision of the Services and the Service Provider agrees to provide
        or procure the provision of the Services to the Company.


2.2     The Originator acknowledges and agrees to such appointment upon the
        terms of this Agreement. The Originator shall not acquire any rights or
        incur any liabilities hereunder except as expressly stated herein.


2.3     The obligations of the Service Provider under this Agreement are solely
        the obligations of the Service Provider. No recourse shall be had in
        respect of any obligation or claim arising out of or based upon this
        Agreement or any relevant Transaction Document against any employee,
        officer, director, nominee or Delegate of the Service Provider save
        where the claim, demand, liability, cost or expense in connection
        therewith arises from the fraud, bad faith, wilful misconduct or gross
        negligence of such employee, officer, director, nominee or Delegate of
        the Service Provider.


SCOPE OF AUTHORITY


3.      The Service Provider agrees with the Company and the Originator that in
        providing the Services it will comply with any proper instructions,
        directions or orders communicated in writing or by facsimile which may
        from time to time be given to the Service Provider by the Company or any
        director of the Company PROVIDED ALWAYS THAT in cases approved in
        advance by the Company the Service Provider may also act on oral
        instructions given by any director of the Company. The Service Provider
        shall be fully protected when acting upon proper instructions without
        any duty to make enquiry as to the genuineness or authenticity of
        instructions.


DELEGATION


4.      In the performance of the Services the Service Provider may engage at
        its own expense any Delegate to carry out any or all of its duties
        hereunder as it thinks fit without requiring any prior authorisation.
        The Service Provider shall not be responsible for any misconduct or
        negligence on the part of any person appointed by it with due care to
        provide any of the Services.


LIMITATION OF DUTIES


5.1     Notwithstanding the Services agreed to be provided by the Service
        Provider hereunder, nothing in this Agreement shall require the Service
        Provider or any Delegate to act in any manner which they consider or any
        one of them considers may:-


        (a)     conflict with any of the provisions of the Company's Memorandum
                and Articles of Association;


        (b)     conflict with any laws or regulations in force in the Island or
                the terms of any permits consents, licences or applicable Codes
                of Practice issued thereunder by any competent authority in the
                Island and binding on or having effect in relation to the
                Company or the Service Provider; and/or


        (c)     expose the Service Provider or any Delegate to any risk of civil
                or criminal liability or prosecution in any jurisdiction.


5.2      The Company agrees and acknowledges:


        (a)     that it will be responsible for compliance with MLO in the
                conduct of its business where applicable; and


        (b)     that, for the purposes of MLO:


                                       2


                (i)     the Service Provider will retain any client
                        identification verification records provided to it by
                        the Company from time to time with the corporate records
                        of the Company;


                (ii)    the employee or agent of the Bedell Group for the time
                        being discharging the functions of the money laundering
                        reporting officer for the Service Provider will be the
                        person to whom any relevant report should be made by any
                        Delegate handling relevant financial services business
                        for the Company and the procedures adopted in that
                        connection shall be those from time to time prescribed
                        by the Bedell Group or Service Provider; and


                (iii)   MLO employee training procedures in respect of Delegates
                        shall be those procedures adopted in that connection
                        from time to time by the Bedell Group or Service
                        Provider.


        (c)     that, during the continuance of this Agreement, the Company
                and/or the Originator shall:

                (i)     provide the Service Provider with all such information,
                        documentation and records as the Service Provider may
                        reasonably require to enable it to perform its duties
                        hereunder;

                (ii)    keep the Service Provider fully informed as to any
                        change in the business, affairs, financial position and
                        prospects of the Company which is or is likely to be
                        material to the Service Provider; and

                (iii)   neither cause nor permit anything to be done which will
                        or may be calculated to impose any civil or criminal
                        liability or penalty on the Service Provider or any
                        Delegate.

EXPERTISE


6.      The Service Provider is not an expert in, nor does it hold itself or the
        Partnerships out as being experts in or having any knowledge of, the law
        of any jurisdiction other than the laws of the Island and each of the
        Company and the Originator hereby acknowledges that the Company has not
        received nor will it receive any advice from the Service Provider or the
        Partnerships on any matter affecting the Company, other than in respect
        of laws or regulations in force in the Island.


REMUNERATION

7.      The Company hereby acknowledges and agrees that the Service Provider (or
        either of the Partnerships on behalf of the Service Provider) will
        charge the Company fees, and authorises the Service Provider (or either
        of the Partnerships on its behalf) to obtain reimbursement from the
        Company of all disbursements reasonably incurred in connection with the
        provision of the Services, in each case as set out in a letter agreement
        of even date herewith between inter alios, the Service Provider, the
        Company and the Originator. The amount of such fees may be adjusted from
        time to time in accordance with any revised scale of charges generally
        applicable to the provision of services similar to the Services as the
        Service Provider may from time to time notify to the Company and the
        Originator at least one calendar month prior to such increased charges
        taking effect. For the avoidance of doubt it is hereby agreed that the
        Service Provider shall not be bound to make disbursement of expenses on
        behalf of the Company and may require to be put in funds to meet any
        such expenses as it may determine. Such fees shall be paid and expenses
        reimbursed by the Originator within thirty days of receipt of the
        Service Provider's invoice unless previously paid and reimbursed by the
        Company.



                                       3





NON-PAYMENT OF FEES

8.      The Company acknowledges that if any fees and disbursements payable
        hereunder shall remain outstanding for more than thirty days after
        notification of the amount of such fees and disbursements has been sent
        to the Company (or its agent responsible for processing payment thereof)
        neither the Service Provider nor any Delegate shall be required to
        perform any further Services for the Company including, for the
        avoidance of any doubt, filing the annual return of shareholders or
        filing the Jersey Exempt Company Tax Return for the Company until all
        such fees and disbursements have been paid in full. Without prejudice to
        the generality of the foregoing, the Service Provider shall not be
        required to expend or risk its own funds or otherwise incur financial
        liability in the performance of any of the Services or in the exercise
        of any of its rights or powers hereunder if there are grounds for
        believing that the reimbursement of such expenditure or indemnity
        satisfactory to it against such risk or liability is not assured to it.

NON-PETITION UNDERTAKING

9.      The Service Provider hereby agrees that it shall not prior to the date
        which is two years and one day after the discharge in full of all
        obligations of the Company under the Transaction Documents take any
        corporate action or other legal steps or legal proceedings for the
        bankruptcy, winding up, dissolution, re-organisation, appointment of a
        receiver, administrator, administrative receiver, liquidator,
        sequestrator or similar officer of the Company or of any or all of the
        revenues and assets of the Company nor participate in any proceedings
        nor seek to enforce any judgment against the Company except in
        accordance with the provisions of the Transaction Documents.

CONFIDENTIALITY

10.     (1)     If at any time during the term of this Agreement the Service
                Provider or any Delegate may have or be deemed to have
                information about any transaction or matter affecting the
                Company neither the Service Provider nor any such Delegate shall
                be under any duty to disclose any such information to the
                Company if the Service Provider or such Delegate shall have
                obtained such information in the course of acting for any other
                clients or in any way other than in the provision of the
                Services under this Agreement.


        (2)     The Service Provider shall keep confidential and shall procure
                that its Delegates shall keep confidential all information
                concerning the Company and all transactions or matters dealt
                with by the Transaction Documents unless; (a) the Service
                Provider or any Delegate is required to disclose the same under
                the Transaction Documents or under the laws of the Island or
                pursuant to the order of any Jersey court or other court or
                regulatory authority having jurisdiction in any such transaction
                or matter; or (b) the Service Provider requires to disclose the
                same to its professional advisers who receive the same under a
                duty of confidentiality, or (c) the relevant information is
                already in the public domain otherwise than as a result of a
                breach of this provision.


CONFLICTS OF INTEREST


11.     (1)     The services of the Service Provider to the Company hereunder
                are not to be deemed exclusive and the Service Provider shall be
                free to render similar services to any other person for so long
                as its services hereunder are not impaired thereby and shall not
                be liable to account for any profits arising therefrom.


        (2)     The Company hereby acknowledges that the Service Provider is
                ultimately owned by the Bedell Group (which has some partners in
                common with Bedell Cristin) and agrees that the Service Provider
                provides the Services in the full knowledge that either of the
                Partnerships may have acted (or may hereafter act) for the
                Company or an arranger of the Transaction contemplated by the
                Transaction Documents.


                                       4


TERMINATION

12.     (1)     This Agreement and the Services to be performed hereunder may be
                terminated:-

                (a)     on one month's notice in writing given by the Service
                        Provider to the Company; or

                (b)     on one month's notice in writing given by the Company to
                        the Service Provider.

        (2)     This Agreement shall be terminated immediately on written notice
                from the Service Provider to the Company if the Service Provider
                shall consider any of the following events to have occurred:-

                (a)     the Company becomes insolvent or is declared en desastre
                        (bankrupt) or is subject to a creditors' (insolvent)
                        winding-up in Jersey or is subject to any analogous
                        procedure in any other jurisdiction;

                (b)     the Company and/or the Originator commits any breach of
                        the terms of this Agreement which is incapable of remedy
                        or commits any other breach which is capable of remedy
                        but fails to remedy such breach after the Service
                        Provider has given at least thirty days' notice in
                        writing to the Company and the Originator requiring such
                        breach to be remedied; and/or

                (c)     any changes are made to the terms of any of the
                        Transaction Documents which affect the duties and
                        obligations of the Company thereunder and which changes
                        are expected to have a material adverse affect on the
                        Service Provider or the Partnerships unless any such
                        change has been previously approved by the Service
                        Provider.

        (3)     Upon the termination of this Agreement howsoever occurring, the
                Service Provider shall be entitled to resign, or procure the
                resignation of any Delegate, from each office and position held
                in relation to the Company including without prejudice to the
                generality of the foregoing the resignation of the secretary and
                the directors provided by the Service Provider and the Company
                shall forthwith notify the Service Provider of:-

                (a)     an address to be the new registered office of the
                        Company in Jersey in substitution for the Service
                        Provider's address;

                (b)     an address to which all the books and records of the
                        Company may be transferred provided always that the
                        Service Provider on behalf of the Partnerships shall
                        have a lien on all such books, records and documents of
                        the Company until all fees and disbursements up to the
                        date of termination of the Agreement have been paid; and

                (c)     the names of at least two persons into whose names the
                        shares in the Company shall be transferred.

        (4)     Upon the termination of this Agreement howsoever occurring, the
                Service Provider and the Bedell Group shall use their best
                endeavours to assist in the orderly transfer of the
                administration of the Company and shall be entitled to charge
                and be paid fees to the date of termination and at their
                respective normal rates in force at that time for any work done
                in transferring the administration of the Company. The
                termination of this Agreement shall be without prejudice to any
                antecedent liability of the parties hereto.



                                       5


LIABILITY AND INDEMNITY

13.     (1)     The Service Provider and any Delegate shall use their respective
                best endeavours and exercise due care in performing the Services
                but neither the Service Provider nor any Delegate shall, in the
                absence of any fraud, bad faith, wilful misconduct or gross
                negligence on the part of the Service Provider or any Delegate,
                be liable to the Company or any other person for any loss or
                damage suffered arising out of the performance or non
                performance by the Service Provider or any Delegate of the
                Services.

        (2)     The Company and the Originator jointly and severally undertake
                (in the case of the Company to the extent permitted under its
                constitution) to indemnify and hold harmless the Service
                Provider and all Delegates (and officers of the Company, if not
                Delegates) against all actions, proceedings, accounts, claims or
                demands and any costs and expenses reasonably incurred in
                connection therewith which may be brought or made or threatened
                to be brought or made against the Service Provider or any
                Delegate (or officer of the Company, if not a Delegate) in
                connection with the affairs of the Company including without
                prejudice to the generality of the foregoing in connection with
                the Services provided by the Service Provider or any Delegate
                (or officer of the Company, if not a Delegate) hereunder
                provided that no person seeking indemnity hereunder in respect
                of such a liability shall be so entitled to the extent that any
                such liability shall have arisen solely from his or its fraud,
                bad faith, wilful misconduct or gross negligence. Expenses
                incurred in defending any action, suit or proceeding by a person
                who may be entitled to indemnity under the above provisions
                shall be paid by the Company in advance of the final disposition
                of such action, suit or proceeding upon receipt of an
                undertaking by or on behalf of the person to whom payment is to
                be made that he will repay the amounts advanced if it shall
                ultimately be determined that he is not entitled to be
                indemnified by the Company in accordance with the above
                provisions. This indemnity shall continue in force
                notwithstanding the termination of this Agreement and shall
                continue as to a person who has ceased to be a director,
                officer, agent or other Delegate and shall inure to the benefit
                of the heirs, executors and administrators of such a person. To
                the extent necessary to give effect to the intention of the
                parties, the parties agree that the Service Provider shall hold
                the benefit of these indemnities in trust for such Delegates or
                other such persons not party to this Agreement.


        (3)     Without prejudice to the generality of the foregoing the
                Originator hereby waives any future claims (whether in contract,
                tort or otherwise) which may otherwise arise against any
                Delegate arising out of or as a result of such Delegate holding
                office as a director of the Company save to the extent that such
                claim shall have arisen solely from the fraud, bad faith, wilful
                misconduct or gross negligence on the part of the Delegate who
                is sought to be made liable.


DOCUMENT RETENTION

14.     After termination of this Agreement, the Service Provider is entitled to
        retain all papers and documents which have come into existence in the
        course of it providing the Services until all fees and disbursements due
        to it have been settled in full. Subject to payment in full of all fees
        and disbursements, the Service Provider will where a successor
        administrator has been appointed liaise with that administrator to
        provide all such original or copy documents as may be reasonably
        required by the successor administrator and will retain copies of
        documents at its discretion. The Service Provider reserves the right to
        require payment for its reasonable copying charges in advance of
        providing such documents. Thereafter, the Service Provider will keep all
        documents, correspondence, memoranda and notes which have been created
        in the course of provision of the Services, for ten years. During this
        period the Service Provider reserves the right, but has no obligation,
        to make electronic copies of any such documents, correspondence,
        memoranda and notes and, save for original signed documents, reserves
        the right to destroy hard copies and store the remainder of the filing
        electronically. After ten years continued retention (whether in
        electronic form or otherwise) files of papers and documents (other than

                                       6


        originals) are subject to the Service Provider's right to destroy all
        such files at such time as it considers appropriate and unless it has
        been instructed to the contrary at or prior to the termination of
        provision of the Services. When the Service Provider is instructed to
        retain files beyond the ten year period, it reserves the right to charge
        for doing so. If after the termination of provision of the Services the
        Service Provider receives from any person entitled to do so a specific
        request for information concerning a matter in relation to the provision
        of the Services and/or a request to retrieve specific documents and
        other papers, the Service Provider reserves the right to charge for such
        services.

NOTICES

15.     Any notice to be given by any party to this Agreement to any other
        should be sent by post or by fax (at the sender's option) to the
        recipient at its address or fax number set out under its signature below
        (or at such other address or fax number as shall have been notified in
        writing for such purpose by the recipient). Any such notice shall be
        deemed to have been served (if posted) three business days after posting
        or (if sent by fax) on production by the sender's fax machine of a
        confirmation of transmission in full.

VARIATION

16.     Any amendment, variation or waiver of the terms of this Agreement shall
        be made in writing and shall be signed by or on behalf of each of the
        parties hereto.

COUNTERPARTS

17.     This Agreement may be executed in any number of counterparts, and by the
        different parties hereto on the same or separate counterparts, each of
        which shall be deemed to be an original and all of which when taken
        together shall constitute one and the same agreement.

ASSIGNMENT

18.     The Service Provider shall not be entitled to assign all or any of its
        rights or benefits or to transfer any of its obligations hereunder
        provided that the Service Provider shall be entitled to delegate the
        performance of the Services pursuant to Clause 4.

GOVERNING LAW

19.     This Agreement shall be governed by and construed in accordance with the
        laws of Jersey and the parties submit to the non exclusive jurisdiction
        of the courts of Jersey in all matters arising out of or in connection
        with this Agreement.


IN WITNESS WHEREOF the parties hereto have entered into this Agreement on the
date first above written.




                                       7


THE SCHEDULE

Services to be provided by the Service Provider are as follows:-

(1)     perform all general company secretarial, registrar and company
        administration services for the Company (other than such services as
        shall be rendered to the Company pursuant to the Transaction Documents),
        including the provision of at least two directors and a secretary of the
        Company;

(2)     as and when requested by any director or the auditors, provide the
        directors or the auditors (as the case may be) with such information in
        connection with the Company as may be in the possession of the Service
        Provider or as may be reasonably obtained by it;

(3)     keep duplicate copy accounts of the Company provided by the directors
        (provided always that except where the Service Provider provides all the
        directors of the Company, the Service Provider shall have no
        responsibility for verifying the accuracy thereof and shall rely upon
        the information provided by the directors) and such books and records as
        are required by any applicable law or otherwise for the proper conduct
        of the affairs of the Company and, upon instructions from the directors,
        prepare for forwarding to members of the Company all statements and
        notices which the board is required to issue, send or serve in
        accordance with the Articles of Association of the Company;

(4)     give any necessary directions and information as instructed by the
        directors to any agents appointed by the directors pursuant to the
        Articles of Association of the Company;

(5)     provide an adequate staff and other facilities in the Island (including
        the provision of the Company's registered office, telephone and
        facsimile transmission facilities) for efficiently performing its
        functions as Service Provider and carrying on its duties hereunder
        (provided that neither the Company nor its directors shall be entitled
        to the exclusive use of such accommodation);

(6)     keep the common seal of the Company and the register of shareholders,
        issue share certificates, effect transfers and file timeously (insofar
        as the directors have duly approved, signed and delivered the same and
        monies in respect of applicable fees are made available by or on behalf
        of the Company) the Annual Return of shareholders, annual applications
        for exempt company status and any other applicable statutory returns and
        exempt company tax filings in the Island;

(7)     arrange for the convening of shareholders' and directors' meetings of
        the Company as and when required, provide facilities for holding such
        meetings in the Island and prepare and keep minutes of such meetings;

(8)     accept service of process and any other documents or notices to be
        served on the Company in the Island; and

(9)     provide such other corporate administration services as may be required
        by the Company from time to time and agreed by the Service Provider.


                                       8




SIGNED by                                   )
for and on behalf of BEDELL                 )
TRUST COMPANY LIMITED                       )




Address for Notices:      26 New Street,
                          St. Helier,
                          Jersey JE2 3RA

Fax:                      44 1534 814815


SIGNED by                                   )
for and on behalf of TURQUOISE              )
FUNDING 1 LIMITED                           )




Address for Notices:      26 New Street,
                          St. Helier,
                          Jersey JE2 3RA

Fax:                      44 1534 814815



SIGNED by                                   )
for and on behalf of HSBC BANK PLC          )




Address for Notices:      Level 4,
                          8 Canada Square,
                          London,
                          E14 5HQ

Attention:                HSBC Card Services

Fax:                      44 20 7991 4663


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