<PAGE>

                                                                    EXHIBIT 10.2

                                                                         PHASE I

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

         This Assignment and Assumption of Security Documents and Amendment to
Memorandum of Lease (including Lease Supplement No. 1) ("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 of a First Headquarters Building in Denver, Colorado
(original closing date of August 26, 1998) ("Phase I Financing").

         3.       For purposes of this Agreement the term "Phase I Financing
Documents" shall mean all documents, instruments or agreements evidencing,
securing or otherwise related to the Phase I Financing, or creating or securing
obligations of JDE LLC under the Phase I 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)      Master Lease Agreement dated as of August 26, 1998 by and
                  between Selco, as owner-lessor, and JDE LLC, as lessee,
                  together with Lease Supplement No. 1 dated as of August 26,
                  1998; as amended by Amendment to Master Lease Agreement,
                  Memorandum of Lease (including Lease Supplement No. 1), and
                  Lessee Collateral Assignment and Security Agreement in Respect
                  of Contracts, Licenses and Permits dated as of November 5,
                  1998 and recorded in the land records of Denver, Colorado on
                  November 9, 1998 under Reception No. 9800187417; as further
                  amended by Amendment to Master Lease Agreement dated July 9,

                                        1
<PAGE>


                  1999; as further amended by Amendment No. 3 to Master Lease
                  Agreement dated November 12, 1999; and as further amended by
                  Amendment to Definitions Appendix dated as of August 31, 2000
                  (collectively, the "Phase I Master Lease");

         (ii)     Memorandum of Lease (including Lease Supplement No. 1) dated
                  as of August 26, 1998 and recorded in the land records of
                  Denver, Colorado on August 27, 1998 under Reception No.
                  9800142715; as amended by Amendment to Master Lease Agreement,
                  Memorandum of Lease (including Lease Supplement No. 1), and
                  Lessee Collateral Assignment and Security Agreement in Respect
                  of Contracts, Licenses and Permits dated as of November 5,
                  1998 and recorded in the land records of Denver, Colorado on
                  November 9, 1998 under Reception No. 9800187417 (collectively,
                  the "Phase I Memorandum of Lease");

         (iii)    Lessee Collateral Assignment and Security Agreement in Respect
                  of Contracts, Licenses and Permits dated as of August 26, 1998
                  from JDE LLC, to Selco and recorded in the land records of
                  Denver, Colorado on August 27, 1988 under Reception No.
                  9800142719; as amended by Amendment to Master Lease Agreement,
                  Memorandum of Lease (including Lease Supplement No. 1), and
                  Lessee Collateral Assignment and Security Agreement in Respect
                  of Contracts, Licenses and Permits dated as of November 5,
                  1998 and recorded in the land records of Denver, Colorado on
                  November 9, 1998 under Reception No. 9800187417; and

         (iv)     Subordination, Recognition, Nondisturbance and Attornment
                  Agreement dated as of August 26, 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 August 27,
                  1998 under Reception No. 9800142720; as amended by Amendment
                  to Subordination, Recognition, Nondisturbance and Attornment
                  Agreement dated October 27, 1998 and recorded in the land
                  records of Denver, Colorado on November 9, 1998 under
                  Reception No. 9800187419.

         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 I Master Lease, and the other Phase I Financing Documents.

         5.       On this date, PeopleSoft has assumed all of JDE LLC's
obligations and liabilities under the Phase I Master Lease and the other Phase I
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.

                                       2
<PAGE>

         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 I Financing Documents, including without limitation, all
                  of JDE LLC's rights and interests under the Phase I Master
                  Lease. Notwithstanding anything to the contrary herein, JDE
                  LLC shall remain primarily liable under the Phase I 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 I Financing Documents.
                  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 I
                  Financing Documents, and that JDE LLC and PeopleSoft each
                  shall be primarily liable thereunder as principals and not as
                  sureties.

         (iii)    As of the date of this Agreement, all references in the Phase
                  I 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.

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

         (v)      Except as herein affected, the Phase I 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.

         (vi)     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.

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

                                       3
<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

                                       4
<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]

                                       5