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Assignment of Receivables

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Exhibit 10.4 Execution Copy March 2006 ASSIGNMENT OF RECEIVABLES between THE ENTITIES LISTED IN SCHEDULE 1
as Assignors and CITICORP USA, INC.
as Security Agent This Assignment of Receivables is entered into subject to and with the benefit of the terms of a Security Trust Deed (as defined herein) Weil, Gotshal & Manges One South Place London EC2M 2WG
Tel: +44 (0) 20 7903 1000 Fax: +44 (0) 20 7903 0990www.weil.com


TABLE OF CONTENTS 1 INTERPRETATION 1 2 COVENANT TO PAY 4 3 ASSIGNMENT 4 4 CONTINUING SECURITY 4 5 REPRESENTATIONS AND WARRANTIES 5 6 UNDERTAKINGS 6 7 FURTHER ASSURANCES 7 8 ENFORCEMENT OF SECURITY 8 9 RIGHTS UNDER THE ASSIGNED PROPERTY 8 10 RECEIVER 9 11 APPLICATION OF PROCEEDS 10 12 PROTECTION OF THIRD PARTIES 10 13 CURRENCY OF ACCOUNT 10 14 COSTS AND EXPENSES 11 16 POWER OF ATTORNEY 11 17 ASSIGNMENTS, ETC. 12 18 WAIVERS AND REMEDIES CUMULATIVE 12 19 SET-OFF 12 20 ADDITIONAL PROVISIONS 13 21 NOTICES 13 22 LIMITATION 15 23 COVENANT TO RELEASE 15 24 COUNTERPARTS AND EFFECTIVENESS 15 25 GOVERNING LAW 15 SCHEDULE 1 THE ASSIGNORS16 SCHEDULE 2 PART 118 SCHEDULE 2 PART 220 SIGNATORIES1

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THIS ASSIGNMENT OF RECEIVABLES (this " Assignment" ) is made as a deed on the day of March 2006 between the following parties: (1) THE ENTITIES LISTED IN SCHEDULE 1 (each an " Assignor" and together, the " Assignors" ); and (2) CITICORP USA, INC. acting as agent and trustee for the Secured Parties pursuant to the terms of the Security Trust Deed (together with its successors and assigns, the " Security Agent" ). WHEREAS (A) The Secured Parties have agreed to execute the Credit Agreement (as defined below) pursuant to which loans and other extensions of credit will be made available to the borrowers party thereto. The execution of the Credit Agreement is subject to certain conditions, one of which is that each Assignor enters into this Assignment. (B) The Board of Directors or the Management Board, as applicable, of each Assignor is satisfied that such Assignor will receive direct and indirect economic benefits from the loans and other extensions of credit under the Credit Agreement and that entering into this Assignment is for the purposes and to the benefit of such Assignor and its business. (C) The Security Agent and the Assignors intend this Assignment to, and it shall, take effect as a deed notwithstanding the fact that the Security Agent may only execute this document under hand. (D) The Security Agent is holding the benefit of this Assignment on trust for the Secured Parties in accordance with the terms of the Security Trust Deed. 1 INTERPRETATION 1.1 Definitions In this Assignment:" Assigned Property" has the meaning given to that term in Clause 3 ( Assignment )." Credit Agreement" means the credit agreement dated March 2006 and made between, among others, Affiliated Computer Services, Inc., ACS Worldwide Lending Limited and certain other subsidiaries party thereto from time to time as borrowers, the Lenders and Issuers party thereto, Citicorp USA, Inc. as Administrative Agent and Citigroup Global Markets Inc. as Sole Lead Arranger and Book Runner." Default Rate" means the rate specified in Section 2.10(c) ( Default Interest ) of the Credit Agreement." Event of Default" means any of the events specified in Section 9.1 ( Events of Default ) of the Credit Agreement." Existing Noteholder" means any Person holding any rights or interest under the Existing Notes.

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" Proceeds" has the meaning given to it in the UCC." Receivables" means (a) all accounts receivable and all Proceeds thereof and (b) to the extent not required to secure the Existing Note Obligations under the Supplemental Indentures and to the extent not otherwise included in clause (a), all book and other debts of any nature whatsoever now or hereafter due or owing to any Assignor and the proceeds of any of the same." Receiver" means an administrative receiver, a receiver and manager or other receiver, in either case, appointed pursuant to this Assignment." Secured Obligations" means the Credit Agreement Obligations (as defined in the Credit Agreement) of the Assignors, provided that (i) no U.S. Obligation shall be a Secured Obligation and (ii) no obligation or liability shall be a Secured Obligation to the extent that, if it were a Secured Obligation, this Assignment (or any part hereof) would constitute unlawful financial assistance within the meaning of Sections 151 and 152 of the Companies Act 1985." Secured Parties" has the meaning given to Secured Parties in the Credit Agreement but excluding any Existing Noteholder in its capacity as an Existing Noteholder." Securities Act" means the United States of America Securities Act of 1933, as amended." Security Period" means the period beginning on the date of this Assignment and ending on the date upon which the Security Agent is satisfied that: (a) no Secured Party is under any commitment, obligation or liability (whether actual or contingent) to make advances or provide other financial accommodation to any Borrower under any of the Loan Documents; and (b) all the Secured Obligations have been unconditionally and irrevocably paid and discharged in full in cash or the security interests contemplated to be created hereby have been unconditionally and irrevocably released and discharged in full." Security Trust Deed" means the security trust deed dated on or about the date hereof between the Security Agent and the Secured Parties named therein." UCC" means the Uniform Commercial Code as from time to time in effect in the State of New York, USA. 1.2 Interpretation (a) Unless expressly defined in this Assignment, capitalised terms defined in the Credit Agreement have the same meanings in this Assignment; (b) the terms of the other Loan Documents and of any side letters between the parties hereto in relation to the Loan Documents are incorporated into this Assignment to the extent required for any purported disposition of the Assigned Property to be a valid disposition in accordance with Section 2(1) of the Law of Property (Miscellaneous Provisions) Act 1989;

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(c) references to " assets" shall include revenues and the right thereto and property and rights of every kind, present, future and contingent and whether tangible or intangible (including uncalled share capital); (d) the expressions " hereof , herein , hereunder" and similar expressions shall be construed as references to this Assignment as a whole (including all Schedules) and shall not be limited to the particular clause or provision in which the relevant expression appears, and references to this Assignment and all like indications shall include references to this Assignment as supplemented by any other agreement or instrument supplementing or amending this Assignment; (e) the word " including" when used in this Assignment means " including without limitation" except when used in the computation of time periods; (f) references to a " person" shall be construed as a reference to any person, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing; (g) references to any of the Loan Documents and any other agreement or instrument shall be construed as a reference to the same as amended, varied, restated, extended, supplemented or novated from time to time (including, where relevant, by any accession agreement); (h) unless otherwise specified, references to Clauses and Schedules are references to, respectively, clauses of and schedules to this Assignment; (i) words importing the singular shall include the plural and vice versa; (j) references (by whatever term, including by name) to the Assignors and the Security Agent shall, where relevant and subject as otherwise provided in this Assignment, be deemed to be references to or to include, as appropriate, their respective successors, replacements and assigns, transferees and substitutes permitted by the terms of the relevant Loan Documents; (k) the headings in this Assignment are for convenience only and shall be ignored in construing this Assignment; (l) all references to statutes and other legislation include all re-enactments and amendments of those statutes and that legislation; and (m) " VAT" shall be construed as a reference to value added tax including any similar tax which may be imposed in place thereof from time to time. 1.3 Certificates A certificate of the Security Agent or any Secured Party setting forth the amount of any Secured Obligation due from the Assignors shall be prima facie evidence of such amount in the absence of manifest error. 1.4 Third Party Rights A person who is not a party to this Assignment has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Assignment.

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1.5 Prevailing Agreement In the event of any conflict between the provisions of this Assignment and the Credit Agreement, the provisions of the Credit Agreement shall prevail except to the extent necessary under English law to maintain the creation or perfection of security, or to preserve the Security Agent' s and the Secured Parties' rights and remedies under this Assignment. 2 COVENANT TO PAY 2.1 Covenant to Pay Each Assignor, as primary obligor and not merely as surety, hereby covenants with and undertakes to the Security Agent that it will pay or discharge each of the Secured Obligations when due in the manner provided for in the Loan Documents. 2.2 Default Interest Each Assignor agrees to pay interest on any amount not paid when due under this Assignment (after as well as before judgment) at the Default Rate from time to time from the due date until the date such amount is unconditionally and irrevocably paid and discharged in full. 3 ASSIGNMENT Each Assignor hereby assigns absolutely to the Security Agent with full title guarantee in accordance with the Law of Property (Miscellaneous Provisions) Act 1994 and as continuing security for the payment, performance and discharge of all Secured Obligations, all of its rights, title, interest and benefits in and to the Receivables (the " Assigned Property" ). 4 CONTINUING SECURITY 4.1 Continuing Security The security constituted by this Assignment shall be continuing security which shall extend to all the Secured Obligations and shall not be considered as satisfied or discharged by any intermediate payment or settlement of all or any of the Secured Obligations. 4.2 Breaking of Accounts If for any reason the security constituted hereby ceases to be a continuing security in respect of any Assignor (other than by way of discharge of such security in accordance with the terms of this Assignment) or the Security Agent or any other Secured Party receives, or is deemed to be affected by, notice, whether actual or constructive of any Lien affecting the Assigned Property, the Security Agent may open a new account with or continue any existing account with such Assignor. If the Security Agent does not open a new account, it shall nevertheless be treated as if it had done so at the date of such cessation or the time when it received or was deemed to have received notice. As from that time all payments made to the Security Agent will be deemed to be credited or treated as being credited to the new account and the liability of such Assignor in respect of the Secured Obligations relating to it at the date of such cessation or the time when notice was received or deemed received shall remain and shall not be reduced regardless of any payments into or out of any such account. 4.3 Avoided Payments Where any release or discharge or other arrangement in respect of all or part of the Secured Obligations (or in respect of any security for those Secured Obligations including the security created under this Assignment) is made in reliance on any payment, security or other disposition which is avoided or must be restored in an insolvency, liquidation or otherwise and whether or not the Security Agent has conceded or compromised any claim that any payment, security or other disposition will or should be avoided, the

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liability of the Assignors for the payment of the Secured Obligations and the obligations of the Assignors under this Assignment shall continue as if such release, discharge or other arrangement had not been made. 4.4 Appropriations Until all the Secured Obligations have been unconditionally and irrevocably paid and discharged in full in cash, the Security Agent and each Secured Party (or any agent or trustee on its behalf) may: (a) refrain from applying or enforcing any other moneys, security or rights held or received by it in respect of the Secured Obligations or apply and enforce the same in such manner and order as it sees fit (whether against the Secured Obligations or otherwise) and no Assignor shall be entitled to the benefit of the same; and (b) hold in a suspense account any moneys received from any Assignor or any other person in respect of the Secured Obligations, without liability to pay interest on those moneys. 4.5 Additional Security This Assignment is in addition to and shall not in any way be prejudiced by, prejudicial to or affect or merge with any other security now or hereafter held by the Security Agent or any Secured Party (or any agent or trustee on its behalf) for the Secured Obligations or any of them. 4.6 Security Held by Assignors No Assignor will without the prior written consent of the Security Agent hold any security from any other person in respect of such Assignor' s liabilities hereunder. Such Assignor will hold any security held by it in breach of this provision on trust for the Security Agent. 5 REPRESENTATIONS AND WARRANTIES Each Assignor makes the following representations and warranties to the Security Agent on the date of the Assignment and, by reference to the facts and circumstances then existing, on the same dates as the representations and warranties contained in the Credit Agreement and acknowledges that the Security Agent and Secured Parties have entered into the Loan Documents in reliance on such representations and warranties. 5.1 Status The Assignor is a company or limited liability partnership, as appropriate, duly incorporated and validly existing under the laws of England. It has the power to own its assets and carry on its business as it is being conducted. 5.2 Power and Authority The Assignor has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of this Assignment and to the transactions contemplated by this Assignment. 5.3 Non-conflict with other obligations The entry into and performance by the Assignor of, and the transactions contemplated by, this Assignment do not and will not conflict with: (a) any agreement, mortgage, bond or other instrument or treaty to which it is a party or which is binding upon it or any of its assets; (b) its constitutional documents and rules and regulations; or

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(c) any applicable law, regulation or official or judicial order. 5.4 Validity and Admissibility in Evidence All acts, conditions and things required to be done, fulfilled and performed in order to: (a) enable the Assignor lawfully to enter into, exercise its rights under and perform and comply with the obligations ex
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