PEOPLESOFT INC
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>6
<FILENAME>f94551exv10w3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.3

                                                                   PHASES II/III

                ASSIGNMENT AND ASSUMPTION OF SECURITY DOCUMENTS,
                AMENDMENT TO MEMORANDUM OF LEASE AND AMENDMENT TO
                           MEMORANDUM OF GROUND LEASE

         This Assignment and Assumption of Security Documents, Amendment to
Memorandum of Lease 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 Construction of a Second and Third Headquarters Buildings in
Denver, Colorado (original closing dates of November 15, 1997 and March 15,
1998) ("Phases II/III Financing").

         3.       For purposes of this Agreement the term "Phases II/III
Financing Documents" shall mean all documents, instruments or agreements
evidencing, securing or otherwise related to the Phases II/III Financing, or
creating or securing obligations of JDE LLC under the Phases II/III 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 15, 1997 between JDE LLC and
                  Selco; as amended by Amendment No. 1 to Ground Lease dated as
                  of March 15, 1998 ("Phases II/III Ground Lease");

         (ii)     Memorandum of Ground Lease dated as of November 21, 1997 by
                  and between JDE LLC and Selco and recorded in the land records
                  of Denver, Colorado on November 24, 1997 under Reception No.
                  9700159090 (Phases II/III Memorandum of Ground Lease");

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         (iii)    Master Lease Agreement dated as of November 15, 1997 by and
                  between Selco, as owner-lessor, and JDE LLC, as lessee,
                  together with First Lease Supplement dated as of November 15,
                  1997, as amended and restated by Amended and Restated First
                  Lease Supplement dated as of March 15, 1998, and together with
                  Second Lease Supplement dated as of March 15, 1998; as amended
                  by Amendment No. 1 to Master Lease dated as of March 15, 1998;
                  as further amended by Amendment to Master Lease Agreement
                  dated July 9, 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 "Phases II/III Master
                  Lease");

         (iv)     Memorandum of Lease dated as of November 21, 1997 and recorded
                  in the land records of Denver, Colorado on November 24, 1997
                  under Reception No. 9700159091; as amended and restated by
                  Amended and Restated Memorandum of Lease dated as of April 2,
                  1998 and recorded in the land records of Denver, Colorado on
                  April 2, 1998 under Reception No. 9800050216 (collectively,
                  the "Phases II/III Memorandum of Lease");

         (v)      Deed of Trust, Security Agreement and Fixture Financing
                  Statement dated as of November 15, 1997 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 24, 1997 under
                  Reception no. 9700159088; as assigned to KeyBank National
                  Association, a national banking association, by Assignment
                  dated as of November 15, 1997 and recorded in the land records
                  of Denver, Colorado on November 24, 1997 under Reception No.
                  9700159089, as amended and restated by that certain Amended
                  and Restated Deed of Trust, Security Agreement and Fixture
                  Financing Statement dated as of March 15, 1998 and recorded in
                  the land records of Denver, Colorado on April 2, 1998 under
                  Reception No. 9800050214 (collectively, the "Phases II/III
                  Deed of Trust");

         (vi)     Recognition, Non-Disturbance and Attornment Agreement dated as
                  of November 15, 1997 by and between JDE LLC and KeyBank
                  National Association, a national banking association and
                  recorded in the land records of Denver, Colorado on November
                  24, 1997 under Reception No. 9700159095; as amended and
                  restated by Amended and Restated Recognition, Non-Disturbance
                  and Attornment Agreement dated as of March 15, 1998 and
                  recorded in the land records of Denver, Colorado on April 2,
                  1998 under Reception No. 9800050220; and

         (vii)    Subordination and Agreement Relative to Deed of Trust dated as
                  of November 15, 1997 from JDE LLC in favor of KeyBank National
                  Association, a national banking association, and recorded in
                  the land records of Denver, Colorado on November 24, 1997
                  under Reception No. 9700159092; as amended and restated by
                  Amended and Restated

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                  Subordination and Agreement Relative to Deed of Trust dated as
                  of March 15, 1998.

         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 Phases II/III Ground Lease, the Phases II/III Master Lease, and the other
Phases II/III Financing Documents.

         5.       On this date, PeopleSoft has assumed all of JDE LLC's
obligations and liabilities under the Phases II/III Ground Lease, the Phases
II/III Master Lease, and the other Phases II/III 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
                  Phases II/III Financing Documents, including without
                  limitation, all of JDE LLC's rights and interests under the
                  Phases II/III Ground Lease and the Phases II/III Master Lease.
                  Notwithstanding anything to the contrary herein, JDE LLC shall
                  remain primarily liable under the Phases II/III 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 Phases II/III Financing
                  Documents, including without limitation, all liabilities and
                  obligations under the Phases II/III 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 II/III
                  Financing Documents, and 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 Phases II/III Deed of
                  Trust. PeopleSoft hereby ratifies and confirms such grant,
                  conveyance, transfer, delivery, assignment and setting over.

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         (iv)     As of the date of this Agreement, all references in the Phases
                  II/III 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 "Tenant," as set forth in the Phases II/III
                  Memorandum of Lease, shall mean PeopleSoft.

         (vi)     The term "Ground Landlord," as set forth in the Phases II/III
                  Memorandum of Ground Lease, shall mean PeopleSoft.

         (vii)    Except as herein affected, the Phases II/III 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.

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         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
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         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]

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