EXHIBIT 10.34

                           Authorization Letter No. 1
             Under the Master Services Agreement dated April 1, 2002

                                  April 1, 2002

Storage Technology Corporation
One StorageTek Drive
Louisville, CO 80028
Attn:  Roy Perry

Re:  Authorization Letter No. 1

Ladies and Gentlemen:

This letter ("Authorization Letter No. 1") will confirm the mutual understanding
and agreement of Storage Technology Corporation ("StorageTek"), Electronic Data
Systems Corporation ("EDS") and EDS Information Services, LLC ("EIS") as to the
terms and conditions pursuant to which EDS, itself and through its direct and
indirect wholly owned subsidiaries, including EIS, will perform the Services
described in this Authorization Letter No. 1. All references to EDS in this
Authorization Letter No. 1 will be deemed to include all such subsidiaries, and
EDS and StorageTek may be referred to in this Authorization Letter No. 1
individually as a "party" and together as the "parties." Capitalized terms not
defined herein will have the meaning given them in the Agreement (as defined
below). The terms and conditions of this Authorization Letter No. 1 are as
follows:

1.   This  Authorization  Letter No. 1 is entered into by the parties  under the
     provisions of that certain Master  Services  Agreement dated as of April 1,
     2002  (the  "Agreement"),   and,  except  as  otherwise  provided  in  this
     Authorization  Letter,  all  applicable  provisions  of this  Agreement are
     incorporated into this Authorization Letter No. 1 by this reference.

2.   The term of this  Authorization  Letter will commence on April 1, 2002 (the
     "Authorization  Letter Effective Date"),  and, unless earlier terminated as
     provided in the  Agreement  or this  Authorization  Letter,  will expire on
     April 15, 2012 (the "Authorization  Letter Term"). The Authorization Letter
     Term may be extended by the mutual written agreement of the parties.

3.   During the  Authorization  Letter Term,  EDS will provide to StorageTek the
     "Services"  described  in  the  attached  Exhibit  A,  named  Schedule  A-1
     StorageTek IT Statement of Work (the "SOW").

4.   EDS will begin  performing  the  Services on April 16, 2002 (the  "Services
     Commencement Date").

5.   In the course of performing the Services under this  Authorization  Letter,
     EDS will comply with the Service  Levels set forth in Appendix C to the SOW
     (Service  Levels),  referred to in Exhibit B to this  Authorization  Letter
     (Service Levels,  Service Credits and Service Level Termination  Events) in
     accordance  with  the  provisions  of  this  Authorization  Letter  and the
     Agreement, including without limitation, Section 1.14 of the Agreement.


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6.   For the  Services  rendered by EDS under this  Authorization  Letter No. 1,
     StorageTek  will pay to EDS the  amounts  set  forth in  Exhibit  C to this
     Authorization  Letter,  subject to and in accordance with the provisions of
     this Authorization  Letter and the Agreement,  including without limitation
     Article 8 of the Agreement.

7.   Under and in accordance with the provisions of the Agreement (including but
     not limited to Sections  1.14(c)(iii)(2)  and 5.3(a) and this Authorization
     Letter No. 1, including without  limitation,  Section 4.1 of the Agreement,
     StorageTek's responsibilities are set forth throughout the SOW.

8.   The equipment  and software used for the Services are specified  throughout
     the SOW.

9.   Under Section 2.1(a) of the Agreement,  with respect to this  Authorization
     Letter, the initial STK Authorization Letter Representative and the initial
     EDS Authorization Letter  Representative are set forth in Appendix G to the
     SOW as the Lead Liaisons,  and for the convenience of the parties listed on
     Exhibit D to this Authorization Letter.

10.  Under and in accordance  with the  provisions of the  Agreement,  including
     without  limitation  Section 3.4 of the  Agreement,  certain  positions  at
     StorageTek  will  be  assumed  by  EDS  (Assumed   Positions)  and  certain
     StorageTek  employees will be eligible to become employees of EDS (Eligible
     Employees) on or after the Services Commencement Date. With respect to this
     Authorization  Letter No. 1, the Assumed Positions are set forth in Exhibit
     E-1 and the Eligible Employees are set forth in Exhibit E-2.

11.  Unless otherwise set forth in the SOW, after the second  anniversary of the
     Services  Commencement Date of this  Authorization  Letter,  StorageTek may
     notify EDS of its intention to terminate this Authorization Letter No. 1 at
     its convenience by notifying EDS in writing at least one hundred and eighty
     (180)  days  prior  to  the  effective  date  of  such   termination   (the
     "Convenience  Termination Date") as long as StorageTek is not then and does
     not become during such notice  period in default  under this  Authorization
     Letter No. 1 prior to the Convenience  Termination  Date and pays EDS on or
     before the Convenience Termination Date the applicable Termination Fees set
     forth in Exhibit F.

12.  Under and in accordance  with the  provisions of the  Agreement,  including
     without  limitation  Section  3.1(b)  of the  Agreement,  certain  Key  EDS
     Positions  must be  staffed by EDS in  accordance  with the  provisions  of
     Section 3.1(b) of the Agreement.  With respect to this Authorization Letter
     No. 1, the Key EDS Positions are set forth in Exhibit G.

14.  The parties agree to use the Task Order  template  attached as Exhibit H or
     another  mutually  agreeable form, if the scope of the proposed  additional
     services requires additional or different  information that is set forth in
     such template. The Task Order is to be used to add additional services that
     are  within  the scope of this SOW in an amount not to exceed $1 million to
     be paid to EDS by StorageTek for such  services.  The Task Order process is
     engaged  in the  event  that  either  (i)  StorageTek  requests  additional
     services  to be  performed  by EDS  under  the SOW,  or (ii)  EDS  notifies
     StorageTek  that  services  need to be  performed  and are not at that time
     within the  project  scope  and/or  Resource  Baseline.  In such case,  the
     parties  will  complete  the Task Order form to describe the services to be


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     covered,  the  deliverables to be completed,  the time lines, the cost, the
     budget,  any applicable Service Levels (and their designations as Critical,
     Measured or otherwise),  reporting  requirements  and any other  applicable
     information necessary to fully document the proposed services.

15.  The  Knowledge  Holders for  StorageTek,  as referenced in Sections 1.6 and
     6.2(d)(i) of the MSA, are as set forth in Exhibit I.

16.  The Authorization  Letter Damage Limit for this Authorization  Letter No. 1
     is ten million dollars ($10,000,000).

Please confirm your agreement with the above provisions by signing a copy of
this letter and returning it to me.

Sincerely,

ELECTRONIC DATA SERVICES CORPORATION



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CONFIRMATION OF AGREEMENT:
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STORAGE TECHNOLOGY CORPORATION


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