**Exhibit 10.4****CONTROL AGREEMENT**Re:           Account No. Smith Barney *** — ***** — ** — ***          **Travelers Casualty and Surety Company of America, Secured Party****FBO Apollo Group, Inc.**     This agreement refers to the above-referenced and entitled Smith Barney Inc. (“SB”) Account(together with any substitution or replacement thereof, the “Account”) which the undersignedaccount holder(s) (jointly and severally if more than one) (the “Account Holder”) has instructed SB(the “Securities Intermediary”) to entitle as referenced above and hold certain of the AccountHolder’s assets as set forth in Exhibit “A”. The Account Holder and the Securities Intermediaryhereby acknowledge and agree that the Account is a cash securities account and is not a DVPaccount, a retirement account, an SB margin account or an SB linked account.     The Account Holder and the Secured Party (“Secured Party”) hereby notify the SecuritiesIntermediary that the Account Holder has granted the Secured Party a security interest in theAccount, all financial assets and other items therein, all proceeds thereof and distributions inconnection therewith and income received thereon (the “Collateral”) pursuant to a CollateralizedBond Surety Program Registered Pledge and Master Security Agreement dated even date herewith madeby the Account Holder in favor of the Secured Party (as amended, supplemented or otherwise modifiedfrom time to time, the “Security Agreement”). The Securities Intermediary hereby acknowledges beingso notified and confirms that it has recorded such security interest on its books and records.Further, the Securities Intermediary confirms that as of the date hereof, its personnel generallyresponsible for maintaining records of liens or security interests with respect to cash securitiesaccounts, have no knowledge of any restraint, security interest, lien or other adverse claim in orto the Account or any item therein; provided that the Securities Intermediary may retain asubordinated lien in connection with any obligations that Account Holder may have incurred with theSecurities Intermediary. In addition, the Securities Intermediary agrees to promptly notify theSecured Party and the Account Holder in the event it receives any written notice of any lien,encumbrance or adverse claim against the Account or any of the other Collateral.     The Account Holder and Secured Party agree that the Account Holder may only instruct theSecurities Intermediary to sell or purchase the types of securities for the benefit of thePortfolio, as set forth in Exhibit “B” hereinafter referred to as “Permitted Trading.”     The Account Holder and Secured Party consent and agree that, other than the instructions setforth in the preceding paragraph, the only instructions that shall be given to the SecuritiesIntermediary in regard to or in connection with the Account shall be given by the Secured Party.The Account Holder shall not instruct the Securities Intermediary to deliver and, subject toSection 8(a)(iii) of the Security Agreement, the Securities Intermediary shall not deliver cash,securities, or proceeds from the sale of, or distributions on, such securities out of the Account.     Notwithstanding anything herein to the contrary, upon written notice, at any time, by theSecured Party to the Securities Intermediary (the form of such notice is hereinafter referred to as
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“Notice of Exclusive Control”, as set forth in “Exhibit C”) the Securities Intermediary shallnot accept or honor any instructions from or on behalf of the Account Holder in respect of theAccount, including but not limited to instructions relating to Permitted Trading, and shall onlycomply with the instructions of the Secured Party. The Securities Intermediary agrees that allproperty in the Account at any time shall be treated as a financial asset for purposes of theUniform Commercial Code in effect in New York as of the date thereof.     The Account Holder hereby authorizes the Securities Intermediary to, and the SecuritiesIntermediary shall, provide the Secured Party with a monthly statement of assets and a confirmationstatement of each transaction effected in the Account after such transaction is effected. TheAccount Holder further authorizes the Securities Intermediary to disclose to the Secured Party suchinformation relative to the Account, the financial assets and credit balances therein as theSecured Party may at any time request, without any reference to any further authority for, orinquiry as to the justification for, such disclosure, with it being agreed that SecuritiesIntermediary will provide Account information to Secured Party as frequently as Secured Party mayrequire to permit it to monitor the Collateral for compliance with the Security Agreement.     The Securities Intermediary will comply with all entitlement orders originated by the SecuredParty without further action or consent by Account Holder or any other person and will (i) asfrequently as requested in writing by the Secured Party, transfer all available credit balances andfinancial assets in the Account to such account as may be designated by the Secured Party by wiretransfer, depository transfer check, automatic clearing house electronic transfer, or otherwise, asthe Secured Party may direct in its sole discretion and (ii) maintain the Account and all financialassets and other items therein as the Secured Party may direct in writing from time to time(including using its best efforts to place or negotiate orders to sell securities in the Account,including but not limited to sell orders pursuant to stock powers issued in favor of the SecuritiesIntermediary, and transferring the proceeds of sale to the Secured Party in accordance herewith),in each case until such time (if any) as the Notice of Exclusive Control is withdrawn or rescindedby the Secured Party.     Any security interest in or lien on the Account or other Collateral, as defined in thisControl Agreement, granted to or otherwise obtained by the Securities Intermediary (including,without limitation, by operation of law) shall be junior and subordinate to the security interestand lien of the Secured Party in and on the Account and other Collateral, as defined in thisControl Agreement, regardless of the order of perfecting any such security interest or lien, thefiling or absence of filing any financing statement or the taking or failure to take any otheraction. The Securities Intermediary acknowledges the Secured Party’s perfected security interest inthe Account and other Collateral, as defined in this Control Agreement, and agrees that, except asprovided herein, it will not (i) foreclose upon, sell or otherwise dispose of the Account or anysuch other Collateral, or exercise any bankers’ or other lien or right of setoff or similar rightin connection with the Account or any such other Collateral, in each case without the prior writtenconsent of the Secured Party or (ii) receive, accept or apply any proceeds of the Account or anysuch other Collateral to or on account of any indebtedness or obligation of the Account Holder tothe Securities Intermediary, in each case until the Secured Party has released its securityinterest in the Account and any such other Collateral, provided however that nothing herein shalllimit the right of the Securities Intermediary from debiting the Account in an amount equal to the
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amount of any deposit that the Securities Intermediary has credited to the Account that isthereafter returned to the Securities Intermediary because of insufficient funds or is otherwiseunpaid. The Securities Intermediary shall neither advance margin or other credit against theAccount, nor hypothecate any financial assets or other items carried in the Account, without theprior written consent of the Secured Party. The Securities Intermediary shall not agree with anyother person or entity that it will comply (and the Securities Intermediary shall not comply) withany withdrawal, transfer, payment or redemption instruction, or any other entitlement order orother order, from such person or entity concerning the Account or any financial assets or otheritems therein, without the prior written consent of the Secured Party, and any such agreemententered into without such consent shall be null and void.     The Account Holder acknowledges and agrees that this Control Agreement constitutes writtennotification to the Securities Intermediary with respect to the Secured Party’s security interestin the Collateral pursuant to Articles 8 and 9 of the Uniform Commercial Code in effect in New Yorkas of the date hereof and any applicable federal regulations for the Federal Reserve Book EntrySystem. The Account Holder and the Secured Party each acknowledge and agree that the SecuritiesIntermediary shall not be held responsible for (i) any decline in the market value of theCollateral or the failure to notify the Account Holder or the Secured Party thereof or (ii) thefailure to take any action with respect to the Collateral, except as expressly provided in thisControl Agreement, or as instructed by the Secured Party to the Securities Intermediary inaccordance with this Control Agreement (which instructions may be oral followed by writtenconfirmation within three (3) business days), (iii) and, except as expressly provided in thisControl Agreement, this Control Agreement shall not abridge any rights the Securities Intermediaryotherwise may have. To the extent that any provisions of this Control Agreement conflicts with anyprovisions of the Account Agreements, the provisions of this Control Agreement shall control.     Except with respect to the obligations and duties expressly provided in this ControlAgreement, this Control Agreement shall not impose or create any obligations or duties upon theSecurities Intermediary that are greater than or in addition to the usual and customary obligationsand duties, if any, of the Securities Intermediary with respect to the Account or the AccountHolder. Except as expressly provided in this Control Agreement, the Securities Intermediary shallhave no obligation or duty whatsoever to interpret the terms of any other agreements between theAccount Holder and the Secured Party or to determine whether any default exists thereunder.     The Account Holder hereby irrevocably authorizes and instructs the Securities Intermediary toperform and comply with the terms of this Control Agreement and to the extent there is any conflictbetween this Control Agreement and the Account Agreements, the provisions of this Control Agreementwill control. The Account Holder hereby indemnifies and holds harmless the Securities Intermediaryfrom and against any and all claims, actions and suits (whether groundless or otherwise), losses,damages, costs, expenses (including reasonable attorney’s fees) and liabilities of every nature andcharacter arising out of or related to this Control Agreement or the transactions, contemplatedhereby or any actions taken or omitted to be taken by the Securities Intermediary hereunder,including, without limitation, claims arising out of the Securities Intermediary’s failure topermit the Account Holder to withdraw funds from the Account other than in strict compliance withthe terms of this Control Agreement, except to
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the extent directly caused by the Securities Intermediary’s negligence or willful misconduct.The Secured Party shall indemnify and hold harmless the Securities Intermediary from and againstany and all claims, actions and suits (whether groundless or otherwise), losses, damages, costs,expenses (including reasonable attorneys’ fees) and liabilities of every nature and character thatmay result by reason of the Securities Intermediary complying with instructions or requests of theSecured Party as permitted or required under this Control Agreement, except to the extent directlycaused by the Securities Intermediary’s negligence or willful misconduct. The foregoingindemnifications shall survive any termination of this Control Agreement.     The Securities Intermediary may act upon any instrument or other writing believed by it ingood faith to be genuine and to have been signed or presented by Secured Party. The SecuritiesIntermediary shall not be liable in connection with the performance or nonperformance of its dutieshereunder, except for its own negligence or willful misconduct. The Securities Intermediary’sduties shall be determined only with reference to this Control Agreement and applicable laws, andthe Securities Intermediary shall not be charged with knowledge of or any duties orresponsibilities in connection with, any other document or agreement.     All notices required to be given pursuant to this Control Agreement shall be in writing andshall be delivered by hand, mailed by United States registered or certified first class mail,postage prepaid and return receipt requested, sent by overnight courier, sent via facsimile withevidence of receipt, addressed to the applicable party at its address set forth on the signaturepage hereto or, in each case, to such other address for notices as any of the parties to thisControl Agreement shall last have furnished in writing to the other parties hereto in accordancewith this paragraph. Any such notice or communication shall be deemed to have been duly given ormade and to have become effective at the time of the receipt thereof by the party to which it isdirected, or when delivery is duly attempted and refused.     This Control Agreement may not be amended or modified without the prior written consent of theSecurities Intermediary, the Account Holder and the Secured Party. This Control Agreement shallcontinue in full force until the Securities Intermediary receives written notice from the SecuredParty terminating this Control Agreement. Upon receipt of such notice, all obligations of theSecurities Intermediary under this Control Agreement shall cease including without limitation anyand all obligations hereunder with respect to the maintenance of the Account. Thereafter, theSecurities Intermediary may take such steps as the Account Holder may request to vest fullownership and control of the Account in the Account Holder.     No delay or omission on the part of the Secured Party or the Securities Intermediary inexercising any right hereunder shall operate as a waiver of such right or of any other right underthis Control Agreement. No waiver of any right under this Control Agreement shall be effectiveunless in writing and signed by the Secured Party and the Securities Intermediary, and no waiver onone occasion shall be construed as a bar to or waiver of any such right on any other occasion.     This Control Agreement and any waiver or amendment hereto may be executed in counterparts andby the parties hereto in separate counterparts, each of which when so executed and delivered shallbe an original, but all of which shall together constitute one and the same instrument. ThisControl Agreement may be executed and delivered by telecopier or other
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facsimile transmission all with the same force and effect as if the same were a fully executedand delivered original manual counterpart.     This Control Agreement shall be governed by and construed in accordance with the laws of theState of New York (without giving effect to the conflicts of law principles thereof and shall bebinding upon and shall inure to the benefit of the parties hereto and their respective successorsand assigns.     This Control Agreement constitutes the entire agreement, and supersedes any prior agreements,of the parties concerning its subject matter. In the event a provision of this Control Agreement isunenforceable, this agreement shall be construed to the extent possible as if the unenforceableprovision were omitted.     Please indicate your agreement with the foregoing by signing below and returning this ControlAgreement.         **ACCOUNT HOLDER**         Signature /s/ Brian E. Mueller /s/ P. Robert Moya Date: 2-14-08                Signers: Brian E. Mueller, President P. Robert Moya, Senior VicePresident and SecretaryAddress: Apollo Group, Inc.,4025 S. Riverpoint Parkway,