Contract Attachment: 1887--CN

IBM® Systems and Technology Group Lab ServicesAttachment 1887--CN Contract #: STGLSA1887 SOW01

Client: Chouinard & Myhre Inc

CustomerWilliams Sonoma

Description of ServicesIBM is pleased to respond to Chouinard & Myhre Inc ("You"/"Your") for TPC Implementation Services (called “Services”),on behalf of end customer Williams Sonoma. In this project, IBM will provide up to sixty (60) hours of TPC Implementation services described as follows:

1. TPC storage Solution Design2. TPC for Disk Server implementation 3. Implementation of SMI-S agents for the following:

Rocklin:Two (2) DS8K subsystemsOne (1) SVC clusterOne (1) XIV subsystemOne (1) DS4K system

SF:One (1) DS8K subsystemsOne (1) XIV subsystemOne (1) DS4K system

4. Providing basic skills instruction for your designated technical personnel.

Architecture DesignThe primary objective of this task is for the IBM consultant to provide expert advice and guidance during the design and implementation of the TPC solution that will manage the William Sonomas storage environment. IBM will host formal discussions which may include the following tasks:

Current environment review1.Customer requirements2.Logical/Physical Design3.Common Agent Manager 4.TPC servers5.SMI-S agents infrastructure6.Server sizing (TPC server, CAM, CIM agents)7.CIM placement for any non-virtualized storage8.Storage systems9.Roles & Responsibilities10.Recommended Practices11.

Deliverable Materials:Architecture and Solution Design Document

TPC for Disk PlanListed below are the high-level tasks required for a roll-out at Williams Sonoma.

Install one (1) TPC server instance 1.Install Common Agent Managera.

Install DB2i.Install registry databaseii.Install Agent Manager iii.

Install TPC serverb.Install TPC serveri.Configure Device Managerii.Configure Data Manageriii.

Contract Attachment: 1887--CN

Configure Fabric Manageriv.Configuration of TPC for Disk - SMI-S Agents2.

Configure one (1) TPC-supported IBM SVC SMI-S agentsa.Configure one (3) TPC-supported IBM DS8K SMI-S agentsb.Configure one (2) TPC-supported IBM DS4K SMI-S agentsc.Configure one (2) TPC-supported IBM XIV SMI-S agentsd.Add and configure supported SMI-S agents in the TPC Servere.Probe each of the susbsystems defined to TPCf.Installation & configuration of data collections and performance reports for each susbsystem defined to g.TPCDemonstrate up to four (4) performance and/or capacity reportsh.Verify/test installation, updates to Solution Designi.

Deliverable Materials:Deployment Summary Document

Key AssumptionsTPC will be installed on a server platform supported by William's Sonoma which will be a net new install. The 1.platform can be Unix or Windows meeting the minimum TPC server requirements (only Windows and AIX listed):

Windows:Windows 2003 or 2008 (2008 R2 not supported)Quad Core8GB RAMAIX:AIX 5.3 or 6.12-core Power 4 or Power 58GB RAM

Work under this SOW will be performed at Williams Sonoma premises, except for any project related activity that 2.IBM determines would be best performed remotely on IBM premises in order to complete its obligations and responsibilities under this SOW. Such activity will be billable to Chouinard & Myhre Inc.Lab Services will provide services during normal business hours (Monday through Friday, 8:00 AM - 5:00 PM, in 3.your time zone, excluding national holidays) unless we both agree to an alternative work schedule.All on-site services will be performed on consecutive days.4.All power, network connectivity, and environmental considerations will be addressed before the engagement start 5.date.All of the required levels of firmware necessary to support the product will be installed on the storage subsystem 6.prior to IBM’s performance of Services.The storage subsystem will contain enough free storage space to support this engagement.7.There will be enough available switch ports to support this engagement.8.Subsystem management including arrays, LUN masking, replication, and all other subsystem management will 9.the client's responsibilityDeliverables are considered Type II and will be distributed electronically to Chouinard & Myhre Inc for Williams 10.Sonoma.

Your ResponsibilitiesFor purposes of this SOW, You will be responsible to:

Designate a person called the Chouinard & Myhre Inc Project Manager who will be the focal point for IBM 1.communications relative to this project and will have the authority to act on behalf of Chouinard & Myhre Inc in all matters regarding this project. The Chouinard & Myhre Inc Project Manager's responsibilities include:

Manage the Chouinard & Myhre Inc personnel and responsibilities for this project. a.Serve as the interface between IBM, all Chouinard & Myhre Inc departments and the end customer, Williams b.Sonoma, participating in the project.Obtain and provide information, data, and decisions within three working days of IBM's request unless c.Chouinard & Myhre Inc and IBM agree in writing to a different response time. Resolve deviations from the estimated schedule, which may be caused by Chouinard & Myhre Inc.d.Help resolve project issues and escalate issues within Chouinard & Myhre Inc organization, as necessary.e.Review with IBM any Chouinard & Myhre Inc invoice or billing requirements.f.

Ensure that Williams Sonoma:2.obtains a valid license for all software used in performance of the Services;a.ensures all the required hardware and software are available and at their installation site prior to IBM’s b.arrival;is responsible for addressing and resolving all power, network connectivity, and environmental c.considerations prior to IBM’s arrival at their installation site;

Contract Attachment: 1887--CN

provides IBM with access to their systems and facilities, as required, including building access badges at the d.inception of the project and continued use and access to their work environment for the duration of the project;provides access to their host systems;e.ensures all required levels of host software and firmware necessary to support the product will be installed f.prior to IBM’s arrival at their installation site;ensures all required levels of product software and firmware necessary to support the engagement will be g.installed on the storage subsystems prior to IBM’s arrival at their installation site;provides instructions or any unique requirements for their environment;h.provides technically qualified personnel to assist and answer questions related to the Services;i.ensures all required data backups within their environment are complete;j.is responsible for the results obtained from the use of the Services; andk.assumes responsibility for system diagnosis and problem resolution for any hardware or software problems, l.or vendor compatibility issues, which are not specifically defined as IBM's responsibilities in the scope section of this agreement.

Charges This project will be conducted on an hourly basis.

The number of hours estimated for this engagement is up to sixty (60) at $165 US Dollars per hour flat rate for up to US $9,900 Dollars, plus travel and living expenses, to be billed at actual cost directly to Chouinard & Myhre Inc, estimated at up to $2,000.

IBM will provide to Chouinard & Myhre Inc, on request, a copy of the IBM Travel Expense report for travel expenses incurred as a part of this work effort. Individual receipts of travel expenses will not be provided outside of IBM.

This price is exclusive of any travel and living expenses, other reasonable expenses incurred in connection with the Services, and any applicable taxes.

Changes to project scope and/or schedule would require a PCR (Project Change Request) and could result in additional charges.

Estimated ScheduleThe Services will be provided between December 15, 2010 or upon execution of this SOW whichever date is later (“Start Date”) and March 31, 2011 ("End Date"), or on other dates mutually agreed to between Chouinard & Myhre Inc and IBM and confirmed by Chouinard & Myhre Inc.

Chouinard & Myhre Inc agrees to provide IBM a minimum of three (3) business days prior written notice to request a change to the above delivery schedule.

Completion CriteriaThis engagement will be considered complete when:

the number of hours stated in section "Description of Services" have been expended,1.IBM's responsibilities defined in section "Description of Services" have been filled or;2.the estimated end date listed in section "Estimated Schedule" has been reached; whichever comes first.3.

Project Change Control ProcedureThe following process will be followed if a change to this SOW is required.

IBM and you may determine that it is necessary to exceed the number of estimated hours for the Services as 1.stated in Section 2. In such event, you may authorize additional hours and funding by the written request of your SOW signatory. The request must reference this Contract Attachment number. Through the end of the calendar year (i.e., December 31) during which this SOW is originally executed, additional hours, funding, and End Date extension, may be requested in writing, at the originally contracted hourly rate, specified in Section "Charges". If accepted or initiated by IBM, such letter or e-mail shall act as a Change Authorization to this SOW. All other requested changes will require execution of a Project Change Request as discussed below.A Project Change Request (PCR) will be the vehicle for communicating change. The PCR must describe the 2.change, the rationale for the change and the effect the change will have on the project.A PCR must be signed by authorized representatives from both parties to authorize implementation of the 3.change. Until a change is agreed to in writing, both parties will continue to act in accordance with the latest agreed version of the SOW.

Offer Expiration

Contract Attachment: 1887--CN

This offer expires if not executed in writing on or before February 1, 2011.

ApprovalsThis document is not binding until all signatures (hardcopy or electronic) have been obtained. The respective responsibilities of each organizational representative are hereby acknowledged and accepted by:

_________________________________MICHAEL G BENVENUTO (Name) STG Lab Services (Title)

Fax: 1-845-559-6719 Chouinard & Myhre Inc12/15/2010 ___________________ Date