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                                                                   EXHIBIT 10.35

September 5, 2002

Thomas Volk
11555 Hillpark Lane
Los Altos Hills, CA  94024

Dear Thomas:

I am very pleased to offer you the position of Executive Vice President and
General Manager of the eBusiness Group (eBG) reporting directly to me. This
position will be located at the Sybase Corporate Headquarters in Dublin, CA, and
will be responsible for the leadership, growth, and revenue and margin
achievements of the following divisions: Enterprise Solutions, Business
Intelligence and e-Business.

This offer is contingent upon your obtaining an H-1B Visa approval from the U.S.
Immigration and Naturalization Service (INS). We anticipate that this INS
application and approval process will take three to six months. Therefore, we
look forward to your starting date of Sybase employment sometime in early Q1 of
2003.

         I.       Your compensation will consist of the following components:

                  1)       Base Salary: $350,000 per annum paid bi-monthly at
                           $14,583.33.

                  2)       Variable Compensation and Incentive Bonus: You will
                           be eligible for FY 2003 variable compensation and
                           incentive bonus of $250,000 as follows:

                           1)       Variable Compensation target of $125,000
                                    based on 100% achievement of revenue and
                                    margin targets for the three divisions under
                                    eBG (ESD, BID and eBD).

                           2)       Executive Leadership Team (ELT) Incentive
                                    Bonus target of $125,000 based on Sybase,
                                    Inc. achievement of its revenue and profit
                                    before tax (PBT) goals as approved by the
                                    Board of Directors for 2003.

         II.      Stock Options:

                  A recommendation will be made for you to be awarded an option
                  to purchase 300,000 shares of Sybase common stock. The stock
                  option price will be the closing price as quoted on NYSE on
                  the date the option is granted.

                  The option with respect to 6/48 of the shares will vest after
                  the first six (6) months and the option with respect to 1/48
                  of the shares will vest each month for the following forty-two
                  (42) months. Sybase has the right to cancel any unvested
                  portion of your shares if your employment with the company is
                  ended for any reason before four (4) years. If you do not
                  receive your stock option agreement within four to six weeks
                  from your start date, please contact Corporate Stock
                  Administration immediately.

                  Additional shares of Sybase options may be recommended for you
                  on an annual basis based on your job performance and
                  contributions.

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         III.     Sign-On Bonus

                  You will receive a sign-on bonus of $120,000 (gross, subject
                  to income tax withholding) to be paid to you after 30 days
                  from your start of employment with Sybase. Please note that if
                  you resign from Sybase or are terminated "for cause" within
                  two years of your employment start date, you agree to repay
                  Sybase the full sign-on bonuses less 1/24 for every full month
                  of your Sybase employment. Please sign and return the enclosed
                  Sign-On Bonus Agreement with your signed acceptance of this
                  offer.

         IV.      One-Time Relocation and Miscellaneous Bonus

                  Sybase agrees to cover and reimburse you up to $100,000 for
                  the following relocation and miscellaneous expenses. To obtain
                  reimbursement to expenses paid directly by you, you will need
                  to submit an Expense Report with all appropriate receipts.

                  1) H-1B Visa and permanent Residence (Green Card) Visa filing
                     fees and legal costs - Sybase will pay reasonable legal
                     fees and INS filing fees for obtaining your H-1B, (and
                     later on your Permanent Residence) Visa. Corporate Human
                     Resources will coordinate and assist you in this process.

                  2) Househunting, business class airfare and actual relocation
                     business class airfare for your and your spouse (from
                     Germany to San Francisco).

                  3) Up to 90 days of temporary housing and car rental (when you
                     relocate to the Dublin, CA area).

                  4) Shipment and storage of household goods (associated with
                     your relocation to the Dublin, CA area), which will be
                     coordinated by Corporate Human Resources.

                  5) Closing costs associated with your purchase of a home in
                     the Dublin, CA area within six months of your employment
                     date.

Please sign and return the enclosed Relocation Agreement with your signed
acceptance of this offer.

         V.       Change of Control Agreement

                  A change of control agreement (double trigger) will be
                  recommended for you shortly after your employment start date.
                  You will be receiving the agreement from Nita White-Ivy, Vice
                  President of Worldwide Human Resources shortly after your
                  first month of employment.

         VI.      Employee Benefits

                  You will be covered by the Sybase U.S. employee benefits
                  program, a summary of which is enclosed.

         VII.     Financial and Tax Planning

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                  Sybase has developed a comprehensive executive financial and
                  tax planning program for its officers which we plan to roll
                  out in January 2003. You will be eligible to participate in
                  this program if and when it is launched.

         VIII.    Business Travel

                  All job-related air travel in the performance of your duties
                  and responsibilities as EVP and GM for eBG will be in
                  accordance with Sybase current travel policy for ELT members.

You agree that your employment with Sybase is "at will" and that you are free to
resign your employment at any time with or without cause and that Sybase may
also terminate your employment at any time with or without cause.

This offer is also contingent upon: (1) satisfactory verification of your
current and previous employment history, background checks and your academic
degrees; and (2) completion and signing of the enclosed Sybase Employment form,
Notification and Authorization to Conduct Background Investigation form, and
Sybase Statement of Values and Ethics.

The enclosed Non-Disclosure Agreement must be signed by all Sybase employees as
a condition of employment, and Section 1 of the enclosed U.S. Department of
Justice Immigration and Naturalization Service I-9 Form also must be completed.
The enclosed Personal Data Sheet and W-4 must be completed to ensure that you
receive your paychecks and other employee benefits in a timely manner. Please
signify acceptance of this offer by signing one copy of this offer letter, and
returning it with the aforementioned enclosed documents by September 25, 2002 to
Nita White-Ivy at Human Resources.

U.S. Federal law requires that we make this offer of employment contingent upon
being able to produce proof that you have the legal right to work in the United
States. Because satisfactory evidence of such proof must be presented in order
for you to start employment, you will need to complete the application for the
H-1B with the U.S. INS and receive approval before you start your Sybase
employment.

We are very proud of our company's continuing success and look forward to your
joining our very committed and hardworking team.

Sincerely,

/s/ JOHN S. CHEN

John S. Chen
Chairman, CEO and President

NWI:ef
Enclosures

cc: Juli Ann Reynolds, Russell Reynolds Associates

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I will start to work at Sybase within two (2) weeks following receipt of my H-1B
visa from the U.S. Immigration and Naturalization Service (or after January 1,
2003). I certify that as of my Sybase start date, I will not be employed by, on
the payroll of, or otherwise compensated by any other company, and that I have
not received any consideration or promise of consideration from any other
company based on my acceptance of employment with Sybase. I can produce
satisfactory proof on my start date that I have the legal right to work in the
United States.

I understand and agree that if I am hired by Sybase, I will be free to resign my
employment at any time with or without cause and that Sybase may also terminate
my employment at any time with or without cause. I understand that although
Sybase has Human Resources policies relating to other terms and conditions of my
employment, and that these policies and conditions may be changed from time to
time by Sybase at its discretion, the voluntary "at will" nature of my
employment may not be changed.

This offer states the entire agreement and understanding between Sybase and me
with regard to its offer of employment and supersedes any other negotiations,
agreements, promises, understandings, and representations, whether written or
oral.

Signed:           /s/ THOMAS VOLK                Date:    09-24-02
               --------------------------

Print Name:    Thomas Volk

Please indicate your termination date with current employer:  12-31-02

Name of current employer:  HP