AFFILIATED COMPUTER SERVICES INC
EX-10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>exhibit1.htm
<DESCRIPTION>EX-10.1
<TEXT>
<!DOCTYPE html PUBLIC "-//W3C//DTD HTML 3.2//EN">
<HTML>
<HEAD>
<TITLE> EX-10.1 </TITLE>
</HEAD>
<BODY TEXT="#000000" BGCOLOR="#FFFFFF" ALINK="#0000FF" HLINK="#FF0000" VLINK="#800080">

<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt"><FONT style="font-size: 11pt">June&nbsp;9, 2006
</FONT>

<P align="left" style="font-size: 11pt">Affiliated Computer Services, Inc.
<BR>
2828 North Haskell
<BR>
Dallas, Texas 75204


<P align="left" style="font-size: 11pt">Ladies and Gentlemen:


<P align="left" style="font-size: 11pt; text-indent: 4%">We are pleased that Affiliated Computer Services, Inc. (the &#147;Company&#148;) has chosen to engage
RSCP Holdings, LLC dba Rich Capital, LLC (&#147;Rich Capital&#148;) as its non-exclusive financial adviser in
connection with possible acquisitions candidates to be identified by Rich Capital to the company
from time to time. We look forward to working with you on this engagement, and have set forth
below the agreed upon terms of our engagement.


<P align="left" style="font-size: 11pt; text-indent: 4%"><U>Scope of Engagement</U>. As we have discussed, in the course of our engagement as your
non-exclusive financial adviser, we will perform such financial advisory and investment banking
services for the Company in connection with proposed acquisitions candidates to be identified by
Rich Capital from time to time as are customary and appropriate in arrangements of this type and as
you reasonably request commensurate with the retainer described below. We understand that any
acquisition candidate which may be identified by Rich Capital to the Company must fit the Company&#146;s
established metrics, protocols and needs and that the Company shall have the right to reject any
such acquisition for any reason whatsoever.


<P align="left" style="font-size: 11pt; text-indent: 4%"><U>Fees</U>. For our services hereunder, the Company will pay to Rich Capital an initial
retainer of $62,500 upon the execution of this engagement letter. Thereafter, the Company shall
pay Rich Capital (seven (7)&nbsp;retainer payments of $62,500 each on the following dates: September&nbsp;1,
2006; December&nbsp;1, 2006; March&nbsp;1, 2007; June&nbsp;1, 2007; September&nbsp;1, 2007; December&nbsp;1, 2007 and March
1, 2008.. Rich Capital and the Company must agree upon transaction specific compensation on a case
by case basis, with any such agreement to be contemporaneously evidenced in writing. In the
absence of a confirmed fee arrangement with respect to a particular acquisition candidate, the
parties agree that no fee shall be due and payable by the Company to Rich Capital in respect
thereof.


<P align="left" style="font-size: 11pt; text-indent: 4%"><U>Certain Acknowledgments.</U> The Company acknowledges that Rich Capital has been retained
hereunder solely as an adviser to the Company, and not as an adviser to any other person, and that
the Company&#146;s engagement of Rich Capital is as an independent contractor and not in any other
capacity including as a fiduciary or agent. Rich Capital will hold in confidence the affairs of
the Company and will not use confidential information obtained from the Company except in
connection with our services to, and our relationship with, the Company. Nevertheless, we will be
free to disclose in any manner confidential information obtained from the Company to the extent
that such disclosure (a)&nbsp;has been consented to in writing by the Company, or (b)&nbsp;is required by
law, regulation, regulatory authority or other applicable judicial or governmental order.


<P align="left" style="font-size: 11pt; text-indent: 4%"><U>Termination of Engagement</U>. Rich Capital&#146;s engagement will commence on the date hereof
and will continue through May&nbsp;31, 2008, unless extended by mutual written consent or earlier
terminated as provided below. Either the Company or Rich Capital may terminate this agreement,
with by giving written notice to the other party if the other party materially breaches this
agreement and fails to cure such breach within thirty (3)&nbsp;days following such party&#146;s receipt of
written notice of the material breach; <U>provided</U>, <U>however</U>, that no such expiration
or termination will affect the matters set out in this section or under the captions &#147;Certain
Acknowledgements&#148; and &#147;Miscellaneous.&#148; It is expressly agreed that following the expiration or
termination of this agreement, Rich Capital will continue to be entitled to receive any previously
agreed upon fees earned by Rich Capital as described above in &#147;Fees&#148; or other written agreements.
It is also expressly agreed that, if a particular acquisition for which the Company and Rich
Capital have agreed upon a specific transaction fee is consummated within twelve (12)&nbsp;months after
the date of expiration or termination of this agreement, Rich Capital shall be entitled to its full
fee as described in such agreement.


<P align="left" style="font-size: 11pt; text-indent: 4%"><U>Miscellaneous</U>. This agreement is governed by the laws of the State of Texas, without
regard to conflicts of law principles, and will be binding upon and inure to the benefit of the
Company and Rich Capital and their respective successors and assigns. The Company and Rich Capital
agree to waive trial by jury in any action, proceeding or counterclaim brought by or on behalf of
either party with respect to any matter whatsoever relating to or arising out of any actual or
proposed transaction or the engagement of or performance by Rich Capital hereunder. The Company
and Rich Capital also hereby submit to the jurisdiction of the courts of the State of Texas in any
proceeding arising out of or relating to this agreement, including federal district courts located
in such state, agree not to commence any suit, action or proceeding relating thereto except in such
courts, and waive, to the fullest extent permitted by law, the right to move to dismiss or transfer
any action brought in such court on the basis of any objection to personal jurisdiction, venue or
inconvenient forum. This agreement may be executed in two or more counterparts, each of which
shall be deemed to be an original, but all of which shall constitute one and the same agreement.


<P align="left" style="font-size: 11pt; text-indent: 4%">We are delighted to accept this engagement and look forward to working with you on this
matter. Please confirm that the foregoing is in accordance with your understanding of our
agreement by signing and returning to us a copy of this letter.



<P align="left" style="margin-left:31%; font-size: 11pt">Very truly yours,



<P align="left" style="margin-left:31%; font-size: 11pt">RICH CAPITAL, LLC



<P align="left" style="margin-left:31%; font-size: 11pt">By: <U> /s/ Jeff Rich<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></U><BR>
Jeff Rich<BR>
Chief Executive Officer<BR>


<P align="left" style="font-size: 11pt">Accepted and agreed to as of
<BR>
the date set forth above:


<P align="left" style="font-size: 11pt">AFFILIATED COMPUTER SERVICES, INC.


<P align="left" style="font-size: 11pt">By:<U>/s/ John H. Rexford</U>
<BR>
John H. Rexford<BR>
Executive Vice President



<P align="center" style="font-size: 10pt; display: none">


<!-- v.012306 -->
</BODY>

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
