EXHIBIT 10.35

                           Authorization Letter No. 2
             Under the Master Services Agreement dated April 1, 2002

                                  April 1, 2002

Storage Technology Corporation
One StorageTek Drive
Louisville, CO 80028
Attn: [Ken Martin]

Re:  Authorization Letter No. 2

Ladies and Gentlemen:

This letter ("Authorization Letter No. 2") 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. 2. All references to EDS in this
Authorization Letter No. 2 will be deemed to include all such subsidiaries, and
EDS and StorageTek may be referred to in this Authorization Letter No. 2
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. 2 are as
follows:

1.   This  Authorization  Letter No. 2 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. 2 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 (the "SOW").
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4.   EDS will begin  performing  the  Services on April 16, 2002 (the  "Services
     Commencement Date").

5.   Under Section 2.1(a) of the Agreement,  with respect to this  Authorization
     Letter No. 2, the initial STK Authorization  Letter  Representative and the
     initial EDS Authorization Letter  Representative are set forth in Exhibit B
     to this Authorization Letter.

6.   In the course of performing  the Services under this  Authorization  Letter
     No. 2, EDS will comply  with the Service  Levels set forth in Schedule G to


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     the SOW, in accordance with the provisions of this Authorization Letter No.
     2 and the  Agreement,  including  without  limitation,  Section 1.14 of the
     Agreement.

7.   For the  Services  rendered by EDS under this  Authorization  Letter No. 2,
     StorageTek  will pay to EDS the amounts set forth in Exhibit C,  subject to
     and in accordance with the provisions of this Authorization  Letter and the
     Agreement, including without limitation Article 8 of the Agreement.

8.   Under and in accordance with the provisions of the Agreement (including but
     not  limited  to  Sections  1.14(c)(iii)(2),   4.1,  and  5.3(a)  and  this
     Authorization  Letter No. 2,  StorageTek's  responsibilities  are set forth
     through out the SOW.

9.   The  equipment  and Software used for the Services are specified in Section
     17 of Authorization Letter No. 1 between the parties dated April 1, 2002.

10.  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).  With respect to this  Authorization  Letter No. 2, the Key
     EDS Positions are set forth in Exhibit D.

11.  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. 2, the Assumed Positions are set forth in Exhibit
     E-1 and the Eligible Employees are set forth in Exhibit E-2.

12.  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. 2 at
     its convenience.  Such notification must be made to EDS in writing at least
     one  hundred  and eighty  (180) days  prior to the  effective  date of such
     termination (the "Convenience  Termination  Date") and will be effective as
     long as  StorageTek  (i) is not then and does not become in default  during
     such  notice  period  under  this  Authorization  Letter No. 2 prior to the
     Convenience Termination Date and (ii) pays EDS on or before the Convenience
     Termination Date the applicable Termination Fees set forth in Exhibit F.

13.  The Authorization  Letter Damage Limit for this Authorization  Letter No. 2
     is four million dollars ($4,000,000).


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By execution below, EDS Information Services LLC ("EIS"), an indirect,
wholly-owned subsidiary of EDS, agrees to be bound by and subject to the terms
of this Authorization Letter No. 2, including all rights and obligations under
this Authorization Letter No. 2, to the same extent as EDS, and all references
to EDS in this Authorization Letter No. 2 will be deemed to include EIS. The
addition of EIS as an additional EDS signatory to this Authorization Letter No.
2 will in no way diminish the rights nor the obligations of any other Party to
this Authorization Letter No. 2.

IN WITNESS WHEREOF the Parties have executed this Authorization Letter No. 2 as
of the day and year first above written.

STORAGE TECHNOLOGY                          ELECTRONIC DATA SYSTEMS
CORPORATION                                          CORPORATION


By:                                         By:
    ---------------------------                -------------------------------
Name:                                       Name: Michael P. O'Hair
     --------------------------
                  (Print)
Title:                                      Title: Regional Operations Manager
        -------------------------
Date:                                       Date:
       -------------------------                  ----------------------------



EDS INFORMATION SERVICES LLC


By:
         ---------------------------------
Name: Michael P. O'Hair
Title: Regional Operations Manager
Date:
         ---------------------------------


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