<PAGE>
\
                                                                    EXHIBIT 10.4

                                                                        PHASE IV

           ASSIGNMENT AND ASSUMPTION OF SECURITY DOCUMENTS, AMENDMENT
         TO MEMORANDUM OF LEASE (INCLUDING LEASE SUPPLEMENT NO. 1) AND
                     AMENDMENT TO MEMORANDUM OF GROUND LEASE

         This Assignment and Assumption of Security Documents, Amendment to
Memorandum of Lease (including Lease Supplement No. 1) and Amendment to
Memorandum of Ground Lease ("Agreement") is made as of the 30th day of
September, 2003 by and among J.D. Edwards & Company, LLC, a Delaware limited
liability company ("JDE LLC"), PeopleSoft, Inc., a Delaware corporation
("PeopleSoft") and Selco Service Corporation, an Ohio Corporation ("Selco").

I        Background

         1.       On August 29, 2003, Jersey Acquisition Corporation, a Delaware
corporation, merged with and into J.D. Edwards & Company, a Delaware corporation
("J.D. Edwards"), with J.D. Edwards being the surviving entity, and thereafter,
J.D. Edwards merged with and into JDE LLC, which is wholly owned by PeopleSoft,
with JDE LLC being the surviving entity.

         2.       Selco and JDE LLC, as successor-in-interest to J.D. Edwards,
are parties to that certain Off-Balance Sheet Lease Financing for J.D. Edwards &
Company for the Acquisition and Construction of a Fourth Headquarters Building
in Denver, Colorado (original closing date of November 10, 1998) ("Phase IV
Financing").

         3.       For purposes of this Agreement the term "Phase IV Financing
Documents" shall mean all documents, instruments or agreements evidencing,
securing or otherwise related to the Phase IV Financing, or creating or securing
obligations of JDE LLC under the Phase IV Financing, including any amendments,
modifications, renewals, increases, replacements or extensions thereof;
including without limitation, all of the following documents, instruments or
agreements that were recorded in the land records of Denver County, Colorado:

         (i)      Ground Lease dated November 10, 1998 between JDE LLC and
                  Selco; as amended by Amendment of Ground Lease, Master Lease
                  and Other Documents recorded in the land records of Denver,
                  Colorado on July 11, 2001 under Reception No. 2001113101
                  ("Phase IV Ground Lease");

         (ii)     Master Lease Agreement dated as of November 10, 1998 by and
                  between Selco, as owner-lessor, and JDE LLC, as lessee,
                  together with Lease Supplement No. 1 dated as of November 10,
                  1998; as amended by First Amendment to Master Lease Agreement
                  and other Transaction

                                       1
<PAGE>

                  Documents dated February 22, 1999; as further amended by
                  Amendment to Master Lease dated July 9, 1999; as further
                  amended by Amendment No. 2 to Master Lease Agreement dated
                  November 12, 1999; as further amended by Amendment to
                  Definitions Appendix dated as of August 31, 2000; and as
                  further amended by Amendment of Ground Lease, Master Lease and
                  Other Documents recorded in the land records of Denver,
                  Colorado on July 11, 2001 under Reception No. 2001113101
                  (collectively, the Phase IV Master Lease");

         (iii)    Memorandum of Ground Lease dated as of November 10, 1998 by
                  and between JDE LLC and Selco and recorded in the land records
                  of Denver, Colorado on November 10, 1998 under Reception No.
                  9800188464; as amended by Amendment of Ground Lease, Master
                  Lease and Other Documents recorded in the land records of
                  Denver, Colorado on July 11, 2001 under Reception No.
                  2001113101 (collectively, the "Phase IV Memorandum of Ground
                  Lease");

         (iv)     Memorandum of Lease (including Lease Supplement No. 1) dated
                  as of November 10, 1998 by and between JDE LLC and Selco and
                  recorded in the land records of Denver, Colorado on November
                  10, 1998 under Reception No. 9800188465; as amended by
                  Amendment of Ground Lease, Master Lease and Other Documents
                  recorded in the land records of Denver, Colorado on July 11,
                  2001 under Reception No. 2001113101 (collectively, the "Phase
                  IV Memorandum of Lease");

         (v)      Deed of Trust, Security Agreement and Fixture Financing
                  Statement dated as of November 10, 1998 from JDE LLC to the
                  Public Trustee in and for the City and County of Denver,
                  Colorado, for the benefit of Selco, and recorded in the land
                  records of Denver, Colorado on November 10, 1998 under
                  Reception No. 9800188463; as affected by Request to Release of
                  Deed of Trust and Release recorded in the land records of
                  Denver, Colorado on July 31, 2001 under Reception No.
                  2001125369 (collectively, the "Phase IV Deed of Trust");

         (vi)     Lessee Collateral Assignment and Security Agreement in Respect
                  of Contracts, Licenses and Permits dated as of November 10,
                  1998 from JDE LLC to Selco and recorded in the land records of
                  Denver, Colorado on November 10, 1998 under Reception No.
                  9800188470; as amended by Amendment of Ground Lease, Master
                  Lease and Other Documents recorded in the land records of
                  Denver, Colorado on July 11, 2001 under Reception No.
                  2001113101;

         (vii)    Recognition, Non-Disturbance and Attornment Agreement dated as
                  of November 10, 1998 by and between JDE LLC and KeyBank
                  National Association, a national banking association, as Agent
                  for itself and other Lenders, and recorded in the land records
                  of Denver, Colorado on November 10, 1998 under Reception No.
                  9800188471; as amended by

                                       2
<PAGE>

                  Amendment of Ground Lease, Master Lease and Other Documents
                  recorded in the land records of Denver, Colorado on July 11,
                  2001 under Reception No. 2001113101; and

         (viii)   Subordination and Agreement Relative to Owner Deed of Trust
                  dated as of November 10, 1998 from JDE LLC in favor of Selco
                  and KeyBank National Association, a national banking
                  association, as Agent for the Lenders and recorded in the land
                  records of Denver, Colorado on November 10, 1998 under
                  Reception No. 9800188466; as amended by Amendment of Ground
                  Lease, Master Lease and Other Documents recorded in the land
                  records of Denver, Colorado on July 11, 2001 under Reception
                  No. 2001113101.

         4.       On this date, JDE LLC has assigned to PeopleSoft and
PeopleSoft has assumed from JDE LLC all of JDE LLC's rights and interest under
the Phase IV Ground Lease, the Phase IV Master Lease, and the other Phase IV
Financing Documents.

         5.       On this date, PeopleSoft has assumed, all of JDE LLC's
obligations and liabilities under the Phase IV Ground Lease, the Phase IV Master
Lease and the other Phase IV Financing Documents, while JDE LLC also remains
primarily liable thereunder as a principal and not as a surety.

         6.       Selco, JDE LLC, PeopleSoft desire to enter into this Agreement
for purposes of confirming, evidencing and effectuating such assignment and
assumption.

         Now, therefore, for good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, Selco, JDE LLC and PeopleSoft
hereby agree as follows:

         (i)      Assignment. JDE LLC hereby transfers, assigns and conveys to
                  PeopleSoft all of JDE LLC's rights and interest in and to the
                  Phase IV Financing Documents, including without limitation,
                  all of JDE LLC's rights and interests under the Phase IV
                  Ground Lease and the Phase IV Master Lease. Notwithstanding
                  anything to the contrary herein, JDE LLC shall remain
                  primarily liable under the Phase IV Financing Documents (as a
                  principal and not as a surety).

         (ii)     Assumption. PeopleSoft hereby accepts and assumes all such
                  rights and interests assigned to it above and also hereby
                  accepts and assumes all past, current liabilities and
                  obligations, and joins in all representations, warranties and
                  indemnities of JDE LLC, under the Phase IV Financing
                  Documents, including without limitation, all liabilities and
                  obligations under the Phase IV Deed of Trust. Notwithstanding
                  anything to the contrary herein, the parties hereto agree and
                  acknowledge that nothing set forth in this Agreement or in any
                  of the other documents executed in connection herewith shall
                  constitute a release of JDE LLC from any of its liabilities or
                  obligations under the Phase IV Financing Documents, and

                                       3
<PAGE>

                  that JDE LLC and PeopleSoft each shall be primarily liable
                  thereunder as principals and not as sureties.

         (iii)    JDE LLC has granted, conveyed, transferred, delivered,
                  assigned and set over unto the Public Trustee in and for the
                  City and County of Denver, Colorado as Trustee for the benefit
                  of Selco, the property described in the Phase IV Deed of
                  Trust. PeopleSoft hereby ratifies and confirms such grant,
                  conveyance, transfer, delivery, assignment and setting over.

         (iv)     As of the date of this Agreement, all references in the Phase
                  IV Financing Documents to J.D. Edwards or JDE LLC, or other
                  terms used therein which refer to J.D. Edwards or JDE LLC,
                  shall be deemed to mean and refer to PeopleSoft.

         (v)      The term "Lessee," as set forth in the Phase IV Memorandum of
                  Lease, shall mean PeopleSoft.

         (vi)     The term "Ground Landlord," as set forth in the Phase IV
                  Memorandum of Ground Lease, shall mean PeopleSoft.

         (vii)    Except as herein affected, the Phase IV Financing Documents
                  and all covenants, agreements, terms and conditions thereof
                  shall remain and continue in full force and effect and are
                  hereby in all respects ratified and confirmed.

         (viii)   The covenants, agreements, terms and conditions of this
                  Agreement shall bind and inure to the benefit to the parties
                  hereto and their respective permitted successors and assigns.

         (ix)     This Agreement shall not be changed orally, but only by
                  writing signed by the parties against whom enforcement thereof
                  is sought.

                                       4
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                              J.D. EDWARDS & COMPANY, LLC, a
                                              Delaware limited liability company

                                              By: /s/ Anne S. Jordan
                                                  ------------------------------
                                                  Name: Anne S. Jordan
                                                  Duly Authorized

                                              PEOPLESOFT, INC., a Delaware
                                              corporation

                                              By: /s/ Anne S. Jordan
                                                 -------------------------------
                                                 Name: Anne S. Jordan
                                                 Duly Authorized

                                              SELCO SERVICE CORPORATION, an
                                              Ohio corporation

                                              By: /s/ Donald C. Davis
                                                  ------------------------------
                                                  Name: Donald C. Davis
                                                  Duly Authorized

                                       5
<PAGE>

         The following party hereby acknowledges the foregoing Agreement and the
terms thereof:

                                              KEYBANK NATIONAL ASSOCIATION,
                                              individually and as agent

                                              By: /s/ Thomas A. Crandell
                                                  ------------------------------
                                                  Name: Thomas A. Crandell
                                                  Title: Senior Vice President

[notary acknowledgements omitted]

                                       6