EXHIBIT 10 (i)

                          DESIGN/BUILD
                COST PLUS CONSTRUCTION CONTRACT
                              for
                        AULT INCORPORATED

                        TABLE OF CONTENTS

                          DESIGN/BUILD
                 COST PLUS CONSTRUCTION CONTRACT

      This  Contract,  made this 5th day of  May,  1999,  by  and
between   RYAN  COMPANIES  US,  INC.,  a  Minnesota   corporation
(hereinafter  called "Design/Builder"), and AULT INCORPORATED,  a
Minnesota corporation (hereinafter called "Owner");
      Witnesseth  that, in consideration of the mutual  covenants
and  agreements contained herein, Design/Builder and Owner hereby
agree as follows:

     Article 1 - Scope of the Project
      Design/Builder  shall furnish all of the labor,  materials,
equipment and all of the services necessary for the design of the
site  work and building shell and construction of the entire site
work,  shell  building  and interior improvements  comprising  an
approximately  63,500  square foot office/manufacturing  building
and  related  improvements  in accordance  with  the  preliminary
plans,  outline specifications and any other materials  described
on  Exhibit  A  and  the final plans and specifications  prepared
therefrom  (hereinafter  referred to  as  the  "Project"  or  the
"Work").   The parties acknowledge and agree that Pope Associates
("Interior  Architect") will design the interior improvements  to
the  building which are not described in the materials set  forth
on    Exhibit    A    hereto   (the   "Interior   Improvements").
Design/Builder  agrees  to (a) provide access  to  the  site  for
Interior Architect, (b) cooperate with Interior Architect in  the
design  and  drawings  for the Project, and  (c)  coordinate  and
consult  with Interior Architect during the construction  of  the
Interior  Improvements, which construction shall be completed  by
Design/Builder  pursuant to this Contract.  Both the  design  and
construction of the Project shall be undertaken with  a  standard
of  care,  skill  and  workmanship  throughout,  consistent  with
applicable industry standards in the area in which the Project is
located.   Within  30  days from the date hereof,  Design/Builder
shall   submit  to  Owner  for  its  approval  final  plans   and
specifications  for the portion of the Work that  it  has  design
responsibility for, setting forth in detail the requirements  for
construction thereof.  Such final plans and specifications  shall
be  in  substantial  accordance with the documents  described  on
Exhibit  A  and shall be prepared and certified by architects  or
engineers   in   their   respective  disciplines,   selected   by
Design/Builder, who are licensed in the state where  the  Project
is  located.  Design/Builder warrants that such final  plans  and
specifications  will comply with all applicable  building  codes,
laws, ordinances and regulations in effect and enforced as of the
date  of  this Contract, and with any and all encumbrances  filed
against  the property as of the date of this Contract  and  which
are  anticipated to be filed in connection with the  construction
of  the  Project,  including without limitation restrictions  and
covenants  required by prior owners and/or the City  of  Brooklyn
Park.   Design/Builder's costs and expenses incurred in all  such
compliance  shall  be included in the Cost of  the  Work.   Owner
shall  furnish  to  Design/Builder,  in  a  timely  manner,   any
necessary  program or design information regarding Owner's  needs
or  requirements for the Project and for any work to be performed
by    separate   contractors   working   directly   for    Owner.
Design/Builder  shall be entitled to rely  on  the  accuracy  and
completeness  of such information in the design of  the  Project.
Additional design services for space planning of moveable  office
work   stations,  design  of  custom  furniture,   selection   of
furnishings,   artwork  and  accessories,  and  inventorying   of
existing furniture and equipment are not within the scope of  the
services  to  be  provided  by Design/Builder  pursuant  to  this
Contract  and  must  be  separately contracted  for  in  writing.
Design/Builder's  rates  for  such  additional  design   services
(performed  by  Design/Builder's  personnel)  are  set  forth  in
Exhibit  C.  When said final plans and specifications  have  been
approved  by  Owner and Design/Builder, they shall be  signed  or
otherwise  approved in writing by their appointed representatives
and shall supersede the preliminary plans, outline specifications
and  any  other materials described on Exhibit A.   Owner  agrees
that it will not unreasonably withhold its approval and will  not
act  in  any  arbitrary  or capricious  manner  with  respect  to
approval  of such final plans and specifications so long  as  the
same  are in substantial accordance with the documents set  forth
in  Exhibit A.  If final plans and specifications for the Project
have not been approved by Owner and Design/Builder within 10 days
after  the first submittal thereof by Design/Builder, then either
party  may  terminate  this  Contract by  giving  written  notice
thereof  to  the other party.  In the event of such  termination,
whether  by Owner or Design/Builder, Owner shall within  10  days
thereafter   pay   to   Design/Builder   all   costs   (including
Design/Builder's  personnel costs  at  the  rates  set  forth  in
Exhibit  C and all out-of-pocket costs) which Design/Builder  has
incurred  for its time and expense in developing the  preliminary
and proposed final plans and specifications.  Such costs shall in
no   event  exceed  $140,000.   Upon  receipt  of  such  payment,
Design/Builder shall deliver to Owner uncertified copies of  such
proposed  final  plans and specifications.   In  addition,  Owner
shall  pay  Design/Builder  for any other  expenses  incurred  by
Design/Builder  that  Owner  has  given  Design/Builder   written
authorization to incur.
      Not  later  than  June  1, 1999,  Owner  shall  furnish  to
Design/Builder  final plans and specifications for  the  Interior
Improvements.   Such  final  plans and  specifications  shall  be
prepared  and  certified by the Interior Architect and  shall  be
consistent  with the final plans and specifications furnished  by
Design/Builder.

     Article 2 - Time of Completion
      Design/Builder shall achieve Substantial Completion of  the
Project  not  later  than August 30, 1999.   Design/Builder  will
notify  Owner by June 30, 1999 if it anticipates that Substantial
Completion  of  the Project will not be achieved  by  August  20,
1999.   However, if Design/Builder is delayed at any time in  the
progress  of the Work by any act or neglect of Owner  or  of  any
agent or employee of Owner or of any separate contractor employed
by   Owner,  failure  to  timely  furnish  the  final  plans  and
specifications for the Interior Improvements, changes ordered  in
the  Work  by  Owner,  labor disputes, fire  or  other  casualty,
unusual delay in deliveries, shortages or unavailability of  fuel
or  materials,  unusual weather, acts of  God  or  public  enemy,
governmental  action or non-action, or by any other cause  beyond
the control of Design/Builder, then the time by which Substantial
Completion is to be achieved shall be extended by a period  equal
to  such delay.  Design/Builder shall not be entitled to  a  time
extension  for  delays  that are the result  of  Design/Builder's
negligence.  All claims for an extension of time shall be made in
writing to Owner within 20 days after the occurrence of the cause
of  delay  or  shall  be deemed waived, but  in  the  case  of  a
continuing  cause  of delay, only one claim shall  be  necessary.
Substantial Completion shall be deemed to have been achieved when
construction is sufficiently complete so that Owner  can  utilize
the  Project  for  the purpose for which it  is  intended  and  a
certificate of occupancy (temporary or permanent) has been issued
for  the  Project.   Owner  and Design/Builder  shall  execute  a
Certificate of Substantial Completion certifying such date as the
Date  of  Substantial Completion.  As of the Date of  Substantial
Completion,  Owner  shall  assume  full  responsibility  for  all
utilities, insurance, security, and all other operational aspects
of the Project.

     Article 3 - Contract Sum
      Owner shall pay Design/Builder for the performance of  this
Contract,  subject to additions and deductions  as  provided  for
herein, in current funds, the Contract Sum consisting of the Cost
of the Work as defined in Article 8 plus the Design/Builder's Fee
to be determined as follows:

     Design/Builder's Fee shall be $192,588.

     Article 4 - Guaranteed Maximum Price
     The sum of the Cost of the Work and the Design/Builder's Fee
is  guaranteed by Design/Builder not to exceed Three Million  Six
Hundred  Eighty-four Thousand One Hundred and Forty-eight Dollars
($3,684,148),  which  includes a contingency  in  the  amount  of
$78,288  (the "Contingency"), subject to additions and deductions
by  Change Order as provided in this Contract.  Such maximum  sum
is  referred to in this Contract as the Guaranteed Maximum Price.
Such Guaranteed Maximum Price includes allowances for the Cost of
the  Work  relating to (a) the Interior Improvements of $447,840,
(b)  electrical power and lighting of $214,732, and (c)  exterior
signage  of  $7,500.   Costs  which would  cause  the  Guaranteed
Maximum  Price  to  be exceeded shall be paid  by  Design/Builder
without reimbursement by Owner.  If the Cost of the Work plus the
Design/Builder's Fee is less than the Guaranteed  Maximum  Price,
the difference thereof (hereinafter referred to as the "Savings")
shall be divided between Owner and Design/Builder as described in
this   Article   4.    Provided  that   Design/Builder   achieves
Substantial  Completion by August 20, 1999, Design/Builder  shall
receive,  as additional Design/Builder's Fee, an amount equal  to
fifty  percent (50%) of any amount remaining in the  Contingency.
All remaining Savings, including the other fifty percent (50%) of
any remaining Contingency, shall accrue to Owner.

     Article 5 - Payment of Contract Sum
     (a)   Progress  Payments.   Owner  shall  make  payments  on
     account of the Contract Sum as follows:

          (i)   Design/Builder shall submit to Owner, on or about
          the first day of each month, an Application for Payment
          for   the   value  of  the  Work  completed  (including
          materials   suitably  stored  on   the   site   and   a
          proportionate share of Design/Builder's Fee) based upon
          the  Schedule of Values set forth in Exhibit B.  If  no
          Schedule  of  Values is attached hereto, Design/Builder
          shall   submit  one  to  Owner  prior  to   its   first
          Application for Payment.

          (ii)   Upon  receipt of each Application  for  Payment,
          Owner  shall have the right to inspect the  Project  to
          confirm that Design/Builder's Application reflects  the
          value  of  Work actually completed.  If Owner discovers
          that  the  Work  actually completed differs  from  that
          represented on the Application for Payment, or the Work
          is  defective  or does not comply with the requirements
          of  this Contract, Owner may withhold such sums  as  it
          reasonably  deems  necessary  in  light  of  the   Work
          actually completed until the Work is completed  or  the
          defect is remedied.

                (iii)   Within  20  days after  receipt  of  each
          Application   for   Payment,   Owner   shall   pay   to
          Design/Builder  the entire amount thereof,  subject  to
          possible withholding as provided above, except  that  a
          retainage  of  5%  of  the amount  set  forth  in  each
          Application for Payment shall be withheld.  No  payment
          to Design/Builder shall constitute an acceptance of any
          Work  not in accordance with the requirements  of  this
          Contract.

          (iv)    Upon  receipt  of  each  payment  from   Owner,
          Design/Builder shall deliver to Owner its  lien  waiver
          in  the amount of such payment. Prior to receipt of the
          second  and  each  succeeding  payment,  Design/Builder
          shall   deliver   to  Owner  lien  waivers   from   its
          subcontractors  and suppliers covered by  the  previous
          payment received from Owner.  Design/Builder guarantees
          that title to all Work, materials and equipment covered
          by  an  Application  for Payment, whether  incorporated
          into  the  Project or not, will pass to Owner free  and
          clear  of  all  liens, claims, security  interests  and
          encumbrances  upon  the  receipt  of  such  payment  by
          Design/Builder.   Design/Builder  agrees  to  pay   its
          suppliers and subcontractors promptly after receipt  of
          payment  from  Owner.  Design/Builder  shall  cooperate
          with  Owner's  title  insurance carrier,  Old  Republic
          National Title Insurance Company ("Title"), which  will
          disburse  all  payments to Design/Builder  pursuant  to
          this  Contract, such that Design Builder  will  provide
          any  and  all  documentation reasonably and customarily
          provided under the circumstances.

     (b)   Punchlist  Work. Upon Substantial  Completion  of  the
     Project    by   Design/Builder,   Design/Builder,   Interior
     Architect  and  Owner shall jointly inspect  the  Work.   If
     there   remain   "punch  list"  items   to   be   completed,
     Design/Builder   and  Owner  shall  list  such   items   and
     Design/Builder  shall  complete said items  within  30  days
     thereof,  unless Design/Builder is unable to  complete  such
     items due to weather conditions, unavailability of materials
     or other conditions beyond the control of Design/Builder, in
     which    event    Design/Builder   shall   diligently    and
     expeditiously  complete construction of any punchlist  items
     as soon as possible and practicable under the circumstances.

     (c)   Final Payment.  The amount of the final payment  shall
     be calculated as follows:

                (i)   Take  the  sum  of the  Cost  of  the  Work
          substantiated by the Design/Builder's final  accounting
          and  the  Design/Builder's  Fee  plus  Design/Builder's
          portion   of  the  Savings;  but  not  more  than   the
          Guaranteed  Maximum Price.  Subtract the  aggregate  of
          previous payments made by Owner.  The remaining balance
          shall  be  paid to Design/Builder as its final payment.
          If  the  aggregate of previous payments made  by  Owner
          exceeds  the  amount due Design/Builder, Design/Builder
          shall pay the difference to Owner.

               (ii) Owner's accountants or other Owner designated
          representative  will review and report  in  writing  on
          Design/Builder's final accounting (which shall  include
          all detail reasonably necessary for verification of the
          Cost of the Work) within 15 days after delivery of  the
          final accounting to Owner by  Design/Builder.

                (iii)      If Owner's accountants or other  Owner
          designated representative report the Cost of  the  Work
          as  substantiated by  Design/Builder's final accounting
          to    be   less   than   claimed   by   Design/Builder,
          Design/Builder shall be entitled to demand  arbitration
          of  the  disputed  amount. Such demand for  arbitration
          shall  be  made by Design/Builder within 30 days  after
          Design/Builder's receipt of notice from Owner.  Failure
          to  demand arbitration within this 30-day period  shall
          result  in the substantiated amount reported by Owner's
          accountants   becoming   binding   on   Design/Builder.
          Pending a final resolution by arbitration, Owner  shall
          pay Design/Builder the undisputed amount.
                (iv) Subject to the provision of Clause 5(c)(iii)
          hereof,  the  unpaid  balance  of  the  Contract   Sum,
          including   all  sums  retained  pursuant   to   Clause
          5(a)(iii)  hereof, shall be due and payable  within  15
          days  after  Design/Builder  has  submitted  its  final
          accounting.  Final payment shall be made simultaneously
          with   the   furnishing   of   a   lien   waiver   from
          Design/Builder and lien waivers from its subcontractors
          and  suppliers for all sums paid to Design/Builder,  as
          required by Title     Owner may withhold a sum equal to
          150% of the estimated cost of completing any unfinished
          Work.    Thereafter, Owner shall pay to Design/Builder,
          on  a monthly basis, the amount withheld for unfinished
          items  as each item is completed.  Acceptance of  final
          payment by Design/Builder shall constitute a waiver  of
          all   claims  against  Owner.   However,  making  final
          payment  shall not constitute a release of claims  that
          Owner  may  have  against  Design/Builder,  except  for
          claims or disputes that have been previously resolved.

    (d)   Liens.    Design/Builder shall, at all times, keep  the
    Project  free  of  liens arising out  of  the  Work  of  this
    Contract  for  which Design/Builder has been  paid.   If  any
    such  liens are filed, Design/Builder shall, within  14  days
    after such filing, either,

          (i)  Satisfy such lien, or

          (ii)   Post  a bond in an amount equal to 150%  of  the
          amount of such lien.

     (e)   Late Payment.  In the event that any payment by  Owner
     to  Design/Builder  is not paid when due,  Owner  shall  pay
     interest  on  said unpaid amount from the date  due  to  and
     including the date of payment at a variable rate equal to 2%
     per  annum  in excess of the rate of interest from  time  to
     time  publicly announced by U.S. Bank National  Association,
     Minneapolis,  Minnesota,  as its  reference  rate,  or  such
     lesser  rate  as may be the maximum rate permitted  by  law.
     Owner  shall  pay  to  Design/Builder all  costs  reasonably
     incurred  by  Design/Builder in the  collection  of  amounts
     payable  by Owner hereunder, including reasonable attorneys'
     fees.

     Article 6 - Bond
      Upon  Owner's request at any time prior to commencement  of
construction, Design/Builder shall furnish a surety bond for  its
performance  of this Contract and the payment of all  obligations
to  subcontractors arising hereunder.  If such bond is requested,
the  Guaranteed  Maximum Price shall be  increased  by  the  full
amount of the premium therefor.

     Article 7 - Changes in the Work
     (a)   Owner, without invalidating this Contract, may request
     changes  in  the  Work  within the  general  scope  of  this
     Contract, consisting of additions, deletions, alterations or
     other  modifications, with the Guaranteed Maximum Price  and
     the   time   for  Substantial  Completion  to  be   adjusted
     appropriately.  All changes in the  Work shall be made  only
     pursuant  to  a  written Change Order signed  by  Owner  and
     Design/Builder   setting  forth  any   adjustment   to   the
     Guaranteed   Maximum   Price  and   time   for   Substantial
     Completion.  If applicable, the adjustment to the Guaranteed
     Maximum Price shall be determined by application of the unit
     prices  set  forth  in the specifications.   Otherwise,  the
     adjustment shall be agreed upon by Design/Builder and  Owner
     before   Design/Builder  proceeds  on  any   such   changes,
     additions or alterations.  Design/Builder's Fee shall not be
     increased  until the total of all Change Orders exceeds  ten
     percent  (10%) of the total of (a) the total amount  of  the
     Cost  of  the Work as determined by Owner and Design/Builder
     following the acceptance of all Bids (pursuant to Article 11
     of this Contract), less any total excess costs for allowance
     items,  and  (b)  the Design/Builder's  Fee  in  the  amount
     described  in  Article  3  of  this  Contract.   Thereafter,
     Design/Builder's Fee shall be increased by six percent  (6%)
     of the estimated Cost of the Work pertaining to the change.

     (b)   If,  during  the  design  process,  Owner  requests  a
     substantial change to the design of the Project  that  Owner
     has previously approved or given Design/Builder direction to
     perform,  the  Guaranteed Maximum Price and Design/Builder's
     design fee set forth in Clause 8(g)(i) shall be increased by
     the  amount of Design/Builder's additional design  costs  to
     perform  such change.  Design/Builder shall notify Owner  of
     such costs and a Change Order shall be entered into prior to
     making such change.

     (c)   If, after the final plans and specifications have been
     approved   by  Owner  and  Design/Builder,   Owner  requests
     Design/Builder to submit a proposal for a change in the Work
     and  then  elects not to proceed with the change,  a  Change
     Order  shall be issued to reimburse Design/Builder  for  any
     costs incurred for design services for proposed revisions to
     the final plans and specifications.

     (d)   The rates in Exhibit C shall apply to all changes that
     involve Design/Builder's design personnel.

     Article 8 - Costs to be Reimbursed
      The  term  Cost  of  the Work shall mean costs  necessarily
incurred by Design/Builder in the proper performance of the Work.
Such costs shall be at rates not higher than the standard paid at
the place of the Project except with prior consent of Owner.  The
Cost  of the Work shall include only the items set forth in  this
Article 8.

          (a)   Design/Builder's Labor Costs.  (Excluding  Design
          Costs)

                 (i)   Wages  of  construction  workers  directly
          employed  by Design/Builder to perform the construction
          of the Work at the site or at off-site workshops.

                 (ii)   Wages  or  salaries  of  Design/Builder's
          supervisory,  safety and administrative personnel  when
          stationed at the Project site.

                (iii)      Wages and salaries of Design/Builder's
          supervisory  and administrative personnel stationed  at
          Design/Builder's principal office as follows:

                              None

                 (iv)  Wages  and  salaries  of  Design/Builder's
          supervisory  or  administrative personnel  engaged,  at
          factories, workshops or on the road, in expediting  the
          production or transportation of materials or  equipment
          required  for  the Work, but only for that  portion  of
          their time required for the Work.

                (v)  Costs paid or incurred by Design/Builder for
          taxes,   insurance,  contributions,   assessments   and
          benefits  required  by  law  or  collective  bargaining
          agreements  and,  for  personnel not  covered  by  such
          agreements,  customary benefits  such  as  sick  leave,
          transportation  costs,  medical  and  health  benefits,
          holidays,  vacations and pensions, provided such  costs
          are based on wages and salaries included in the Cost of
          the   Work   as   provided   above.    The   cost    of
          Design/Builder's  contributions  for  F.I.C.A.   taxes,
          state  unemployment taxes, federal unemployment  taxes,
          worker's  compensation insurance and general  liability
          insurance  shall  be  an  amount  equal  to   39%   the
          employee's taxable wages.  Such amount shall only apply
          to  Design/Builder's field labor  force  and  does  not
          apply to its project management or design personnel.

     (b)  Subcontract Costs.  Payments made by Design/Builder  to
     subcontractors  in accordance with the requirements  of  the
     subcontracts.

          (c)   Costs of Materials and Equipment Incorporated  in
          the Completed Construction.

               (i)  Costs, including transportation, of materials
          and    equipment   incorporated   in   the    completed
          construction.

               (ii) Costs of materials described in the preceding
          Clause  8(c)(i)  in excess of those actually  installed
          but  required to provide reasonable allowance for waste
          and  for  spoilage.  Unused excess materials,  if  any,
          shall be handed over to Owner at the completion of  the
          Work   or,  at  Owner's  option,  shall  be   sold   by
          Design/Builder.  Amounts realized, if  any,  from  such
          sales  shall  be credited to Owner as a deduction  from
          the Cost of the Work.

          (d)   Costs of Other Materials and Equipment, Temporary
          Facilities and Related Items

                   (i)     Costs,    including    transportation,
          installation, maintenance, dismantling and  removal  of
          materials,  supplies, temporary facilities,  machinery,
          equipment, and hand tools not customarily owned by  the
          construction   workers,   which   are    provided    by
          Design/Builder  at the site and fully consumed  in  the
          performance of the Work; and cost less salvage value on
          such  items  if  not fully consumed,  whether  sold  to
          others  or retained by Design/Builder.  Cost for  items
          previously  used  by  Design/Builder  shall  mean  fair
          market value.  Traffic control costs.

                (ii)  Rental  charges  for temporary  facilities,
          machinery,  equipment, and hand tools  not  customarily
          owned  by  the construction workers, which are provided
          by  Design/Builder  at the site,  whether  rented  from
          Design/Builder  or others, and costs of transportation,
          installation,    minor   repairs   and    replacements,
          dismantling  and removal thereof.  The rates  for  such
          equipment  rented from Design/Builder shall not  exceed
          85%   of   current  Associated  Equipment  Distributors
          (A.E.D.) rental rates.

          (iii)     Costs of removal of debris from the site.

                 (iv)   Costs   of  telegrams  and  long-distance
          telephone  calls, cellular phone charges,  postage  and
          parcel delivery charges, telephone service at the  site
          and reasonable petty cash expenses of the site office.

                 (v)   Costs  of  temporary  utilities  (such  as
          electricity,  gas, sewer, water and other  such  items)
          utilized to construct the Project.

                (vi)  That  portion of the reasonable travel  and
          subsistence  expenses  of  Design/Builder's   personnel
          incurred   while  traveling  in  discharge  of   duties
          connected with the Work.

          (e)  Miscellaneous Costs

                (i)   That portion of premiums for insurance  and
          bonds directly and solely attributable to this Contract
          that Design/Builder is required to provide.

                (ii)  Sales, use, gross receipts or similar taxes
          imposed  by a governmental authority which are  related
          to the Work and for which Design/Builder is liable.

                (iii)      Fees and assessments for the  building
          permit (including a park dedication fee of $13,560) and
          for  other permits, licenses and inspections for  which
          Design/Builder is required by this Contract to pay.

                (iv)  Fees of testing laboratories for tests  and
          inspections related to the Work.

                (v)  Royalties and license fees paid for the  use
          of  a particular design, process or product required by
          Owner;  the  cost  of  defending suits  or  claims  for
          infringement  of  patent  rights  arising   from   such
          requirements;  payments made in accordance  with  legal
          judgments  against Design/Builder resulting  from  such
          suits  or claims and payments of settlements made  with
          Owner's consent; provided, however, that such costs  of
          legal  defenses, judgment and settlements shall not  be
          included in the calculation of the Design/Builder's Fee
          or  of the Guaranteed Maximum Price, and provided  that
          such  royalties,  fees  and  costs  are  not  otherwise
          excluded by this Contract.

                 (vi)   Deposits  lost  for  causes  other   than
          Design/Builder's fault or negligence.

                (vii)      Any deductibles paid by Design/Builder
          as a result of casualty losses.

                (viii)    Other costs incurred in the performance
          of the Work if and to the extent approved in writing by
          Owner.

          (ix)  Site preparation costs incurred prior to the date
          of this Contract in the amount of $101,903.

          (x)   A  fee to The Tegra Group, Inc. in the amount  of
          $144,000,   which  shall  be  paid  upon    Substantial
          Completion.

     (f)   Emergencies.   The Cost of the Work shall also include
     costs  which are incurred by Design/Builder in taking action
     to  prevent threatened damage, injury or loss in case of  an
     emergency affecting the safety of persons or property.

     (g)  Design, Engineering and Other Professional Services

               (i)  Design/Builder shall be paid a design fee  of
         $137,760    to    provide   architectural,    structural
         engineering, and civil engineering design services  with
         Design/Builder's personnel.  Such design fee shall be  a
         reimbursable  Cost of the Work and is  not  included  in
         the Design/Builder's Fee.

               (ii) Costs paid to third parties by Design/Builder
          to provide soil investigation, surveying, environmental
          consulting and other professional services that are not
          performed by Design/Builder's personnel.  The  cost  of
          the   ALTA   survey   provided  by  Design/Builder   in
          connection with its sale of the site to Owner will  not
          be  included  in  the Cost of the Work.  Design/Builder
          will  provide  an as-built survey of the site  and  the
          Project  upon completion of construction, and the  cost
          thereof  and  of surveying services during construction
          will be included in the Cost of the Work.

               (iii)     Costs of travel of design professionals.

                (iv)  Costs  of  reproduction  of  any  drawings,
          specification, submittal or Contract document.

     Article 9 - Costs Not To Be Reimbursed.
     (a)  The Cost of the Work shall not include:

                 (i)    Salaries   and  other   compensation   of
          Design/Builder's      personnel      stationed       at
          Design/Builder's principal office or offices other than
          the  site  office, except as specifically  provided  in
          Clause 8(a)(iii) and Paragraph 8(g).

               (ii) Expenses of Design/Builder's principal office
          and offices other than the site office, except for long
          distance  phone calls, reproduction costs, postage  and
          courier services.

               (iii)     Overhead and general expenses, except as
          may be expressly included in
               Article 8.

                (iv) Design/Builder's capital expenses, including
          interest on Design/Builder's capital employed  for  the
          Work.

                (v)   Rental  costs of machinery  and  equipment,
          except as provided in Clause 8(d)(ii).

           (vi) Any cost not specifically and expressly described
     in Article 8.

                 (vii)      Taxes  levied  and  assessed  against
          Design/Builder  for  property, materials  or  equipment
          belonging to Design/Builder.

           (viii)     Costs  which  would  cause  the  Guaranteed
     Maximum Price to be exceeded.


     Article 10 - Discounts, Rebates and Refunds.
      (a)    Cash   discounts  obtained  on  payments   made   by
Design/Builder  shall accrue to Owner if (1)  before  making  the
payment,  Design/Builder  included them  in  an  Application  for
Payment  and received payment therefor from Owner, or  (2)  Owner
has  deposited  funds  with Design/Builder  with  which  to  make
payments;    otherwise,   cash   discounts   shall   accrue    to
Design/Builder.   Design/Builder  shall  notify  Owner   of   the
availability  of such cash discounts.  Trade discounts,  rebates,
refunds and amounts received from sales of surplus materials  and
equipment  shall accrue to Owner, and Design/Builder  shall  make
provisions so that they can be secured.

      (b)   Amounts which accrue to Owner in accordance with  the
provisions  of Paragraph 10(a) shall be credited to  Owner  as  a
deduction from the Cost of the Work.

     Article 11 - Subcontracts and Other Agreements.
       (a)    Portions  of  the  Work  may  be  performed   under
subcontracts   or   by   other   appropriate   agreements    with
Design/Builder.   Unless Owner reasonably determines  that  three
(3) bids are not necessary, Design/Builder shall obtain three (3)
competitive  bids  (including bids  from  in-house  trades)  from
subcontractors    and   suppliers  of  materials   or   equipment
fabricated  especially for the  Project (the  "Bids")  and  shall
review such Bids with Owner.  Owner and Design/Builder will  then
jointly  determine  which  Bids  will  be  accepted.   Owner  may
designate  specific persons or entities from whom  Design/Builder
shall  obtain  bids; however, if a Guaranteed Maximum  Price  has
been  established,  Owner  may not prohibit  Design/Builder  from
obtaining bids from others.  Design/Builder shall not be required
to  contract  with anyone to whom Design/Builder  has  reasonable
objection.

      (b)  If a Guaranteed Maximum Price has been established and
a  specific  bidder  among  those whose  Bids  are  delivered  by
Design/Builder  to  Owner  (1)  is  recommended   to   Owner   by
Design/Builder; (2) is qualified to perform that portion  of  the
Work;  and  (3)  has  submitted  a  Bid  which  conforms  to  the
requirements of this Contract without reservations or exceptions,
but   Owner   requires  that  another  Bid  be   accepted;   then
Design/Builder  may  require that a Change  Order  be  issued  to
adjust the Guaranteed Maximum Price by difference between the Bid
of  the  person  or entity recommended to Owner by Design/Builder
and  the  amount  of the subcontract or other agreement  actually
signed with the person or entity designated by Owner.

     Article 12 - Accounting Records.
      Design/Builder  shall keep full and detailed  accounts  and
exercise  such controls as may be necessary for proper  financial
management  under  this  Contract;  the  accounting  and  control
systems  shall  be  satisfactory to  Owner.   Owner  and  Owner's
accountants shall be afforded access to Design/Builder's records,
books,    correspondence,   instructions,   drawings,   receipts,
subcontracts, purchase orders, vouchers, memoranda and other data
relating  to  this  Contract, and Design/Builder  shall  preserve
these   for  a  period  of  three  (3)  years  after  Substantial
Completion of the Project,  or for such longer period as  may  be
required by law.

     Article 13 - Correction of the Work.
      (a)   Rejected work.  Design/Builder shall promptly correct
Work  rejected by Owner that does not conform to the requirements
of this Contract.

     (b)  Warranty Period.  If, within one year after the Date of
Substantial  Completion of the Project,  or  within  such  longer
period of time as may be prescribed by law or by the terms of any
applicable special warranty contained in the specifications,  any
of the Work is found to be defective due to faulty workmanship or
materials  or  not  in accordance with the requirements  of  this
Contract,   and   if,   within   such   period   Owner   notifies
Design/Builder  thereof  in  writing, then  Design/Builder  shall
promptly  and expeditiously correct the same as soon as  possible
and  practicable  under the circumstances after receipt  of  such
notice.    Owner  shall  notify  Design/Builder  promptly   after
discovery  of  the  condition.  Establishment of  this  one  year
warranty  period  relates  only to  the  specific  obligation  of
Design/Builder to correct the Work, and shall in  no  way  affect
the  time within which Design/Builder's obligation to comply with
the  requirements  of this Contract may sought  to  be  enforced.
Prior  to the expiration of this warranty period, representatives
of  Owner  and Design/Builder shall inspect the Project,  jointly
determine  if  any Work does not conform to the  requirements  of
this Contract, and Design/Builder shall promptly correct such non-
conforming  Work, provided that such non-conforming Work  is  not
the  result of abuse, neglect or improper or inadequate care  and
maintenance by Owner.

     Article 14 - Insurance.
      (a)   Design/Builder's Liability Insurance.  Design/Builder
shall  purchase  and maintain such insurance as will  protect  it
(and,  where stated, Owner) from the claims set forth below which
may  arise out of the performance of this Contract, whether  such
performance  be  by  Design/Builder or by any  subcontractor   of
Design/Builder  or by anyone directly or indirectly  employed  by
any  of  them  or  by anyone for whose acts any of  them  may  be
liable:

     (i)    Worker's   Compensation  and   Employer's   Liability
     insurance for claims under workers' compensation, disability
     benefit  and  other similar employee benefit  acts,  in  the
     amounts  required by law and claims for damages arising  out
     of bodily injury, occupational sickness or disease, or death
     of its employees, in the amounts specified below:

                    Insurance                Limits
               Worker's Compensation              Statutory
               Employer's Liability                    $1,000,000

     (ii)  Commercial General Liability insurance for claims  for
     damages  arising out of bodily injury, sickness or  disease,
     personal  injury,  or  death of any person  other  than  its
     employees,  and  for damages arising out  of  injury  to  or
     destruction  of tangible property (other than the  Project),
     in  the  amount of $5,000,000 (including umbrella  coverage)
     per  occurrence.   Owner  shall be named  as  an  additional
     insured under such liability insurance policy to the  extent
     of  any liability arising out of Design/Builder's Work. Such
     insurance   policy   shall   include   premises   operations
     (including  explosion,  collapse and underground  coverage),
     elevators    (if   applicable),   independent   contractors,
     completed  operations (for not less than one year after  the
     Date  of  Substantial  Completion) and broad  form  property
     damage coverage.

     (iii)      Automobile  Liability insurance  for  claims  for
     damages  for bodily injury or death of a person or  property
     damage  arising out of the ownership, maintenance or use  of
     all owned, hired and non-owned motor vehicles.  The combined
     single liability limit for bodily injury and property damage
     shall  be  $5,000,000  (including  umbrella  coverage)   per
     occurrence.

Certificates of such insurance, showing such coverages to  be  in
force,  shall  be  furnished to Owner prior  to  commencement  of
construction.

      (b)  Casualty Insurance.  Design/Builder shall purchase and
maintain,  until  the Date of Substantial Completion,  "all-risk"
builder's  risk insurance covering the Project in an  amount  not
less  than $3,227,000, and with a deductible amount not to exceed
$10,000.   Design/Builder shall be responsible to  pay  any  such
deductibles, which shall be considered a Cost of the  Work  under
this   Contract.     Such  insurance  shall  be  provided  on   a
non-reporting,  completed value basis. Owner and Design/Builder's
subcontractors  and  suppliers  shall  be  named  as   additional
insureds  under such policy.  Any insured loss under such  policy
shall  be adjusted with Owner and Design/Builder and made payable
to  both  Owner  and  Design/Builder (subject to  any  applicable
mortgagee clause) as trustee for the insureds, as their interests
may appear.  A certificate of insurance showing such coverage  to
be  in force shall be furnished to Owner prior to commencement of
construction.

      (c)  Waiver of Subrogation.  Owner and Design/Builder waive
all  rights  against  each  other, and against  their  respective
agents,  employees  and  subcontractors, for  damages  caused  by
perils  covered  by  the insurance to be maintained  pursuant  to
Paragraph  14(b) hereof, except such rights as they may  have  to
the proceeds of such insurance.  If the policy of insurance to be
provided   pursuant  to  Paragraph  14(b)  hereof   requires   an
endorsement  for continued coverage where there is  a  waiver  of
subrogation, the party providing such insurance shall cause  such
policy to be so endorsed.

       (d)   Notice  of  Cancellation.   All  insurance  policies
provided  by  either  party  to this  Contract  shall  contain  a
provision  requiring the insurer to give a  minimum  of  30  days
advance  written notice to the other party of cancellation,  non-
renewal or modification of the terms of the policy.

     Article 15 - Termination of the Contract.
      (a)  Termination by Design/Builder.  If construction on the
Project  is  stopped (through no fault of Design/Builder)  for  a
period  of  30  days  under order of any court  or  other  public
authority having jurisdiction, or as a result of any governmental
act  such as a declaration of national emergency making fuels  or
materials unavailable, or if Owner wrongfully fails to  make  any
payment  to  Design/Builder within 20 days  after  Design/Builder
gives  Owner  written notice of such non-payment  and  Owner  has
failed  to  cure such default (or to provide reasonable  security
for   such  payment  if  such  payment  is  disputed  by  Owner),
Design/Builder may stop construction and terminate this  Contract
and  recover from Owner payment for all Cost of the Work incurred
by  Design/Builder, all of Design/Builder's Fee  and  such  other
damages  under  subcontracts  as Design/Builder  may  sustain  by
reason  thereof.  If the termination is caused by anything  other
than  a  default by Owner, Design/Builder may recover all of  the
above  except  that  Design/Builder shall  only  be  entitled  to
receive the proportionate share of its Fee based upon the Cost of
the Work incurred.

      (b)   Termination  by  Owner.  If Design/Builder  fails  to
diligently  proceed  with  the  Work,  materially  breaches  this
Contract,  is  adjudged  a bankrupt, or if  it  makes  a  general
assignment for the benefit of its creditors, or if a receiver  is
appointed on account of its insolvency, or if it persistently  or
repeatedly refuses or fails, except in cases for which  extension
of time is provided, to supply enough properly skilled workers or
proper  materials,  or  if it fails to  make  prompt  payment  to
subcontractors  or  for materials or labor, or  disregards  laws,
ordinances, rules, regulations or orders of any public  authority
having jurisdiction, Owner may, without prejudice to any right or
remedy and after giving Design/Builder and its surety, if any, 10
days'  written  notice  (during which time  the  failure  is  not
cured),  terminate this Contract and take possession of the  site
and  of  all materials, equipment, tools, construction  equipment
and  machinery thereon owned by Design/Builder and may finish the
Project  by whatever method it may deem expedient.  In such  case
Design/Builder  shall  not be entitled  to  receive  any  further
payment.   If  Owner's costs to complete the Project  exceed  the
difference between what Owner has paid to Design/Builder and  the
Guaranteed  Maximum Price, Design/Builder shall immediately  upon
demand  pay the difference to Owner.  This obligation for payment
shall  survive  the  termination of this Contract.  If  Owner  so
terminates  this  Contract, Design/Builder  shall,  upon  Owner's
request,  immediately assign all design agreements,  subcontracts
and  purchase  orders  to Owner so that Owner  may  expeditiously
complete  the  Project.   Design/Builder shall  also  immediately
provide   to  Owner  all  drawings,  plans,  specifications   and
accountings to allow Owner to complete the Work.

      (c)   Termination for Convenience.  Owner may, at any  time
and  in  its  sole  discretion, terminate this  Contract  at  its
convenience.   Should  Owner so terminate  this  Contract,  Owner
shall pay to Design/Builder all amounts due pursuant to Paragraph
15(a)  hereof,  including Design/Builder's  Fee  and  such  other
damages under subcontracts as Design/Builder may sustain.

     Article 16 - Miscellaneous Provisions.
      (a)   Owner and Design/Builder Representatives.  Owner  and
Design/Builder  shall  each appoint a  representative  with  full
authority to act on behalf of each party.  Owner's representative
shall  be  Carlos  Montague  and Design/Builder's  representative
shall  be Frank Zelley. Communication between the parties  shall,
whenever possible, be accomplished by the above representatives.

      (b)  Ownership of Plans.  The drawings, specifications  and
other  design documents prepared by Design/Builder or its  design
consultants  pursuant  to  this  Contract  are  the  property  of
Design/Builder  or  its design consultants and Design/Builder  or
its design consultants shall retain all common law, statutory and
other reserved rights including the copyright thereto, except  as
specifically set forth in Article 15.  However, Owner shall  have
a royalty-free license to reproduce, distribute and otherwise use
such  drawings,  specifications and other  design  documents  for
additions  to or remodeling of the Project, provided  that  Owner
shall indemnify, defend and hold harmless Design/Builder and  its
design  consultants for any claims and liabilities  arising  from
such use thereof.

      (c)  Survey and Easements.  Design/Builder has furnished  a
current  ALTA/ACSM land title survey of the Project site  showing
the   boundaries,  dimensions  and  topography  thereof  and  the
location  of  all  utilities, easements and  other  restrictions.
Design/Builder has obtained all easements necessary for access to
the  Project  site,  including  easements  for  installation  and
maintenance of utilities.

        (d)     Supervision    and    Construction    Procedures.
Design/Builder shall supervise and direct the Project  and  shall
be  solely  responsible  for  all  construction  means,  methods,
techniques,  sequences and procedures, and for  coordinating  all
portions  of the Work under this Contract.  Design/Builder  shall
employ  a competent superintendent who shall be stationed at  the
Project  site  during  the progress of the Work.   Design/Builder
shall  be responsible to Owner for the acts and omissions of  all
of  its  employees and all subcontractors  of Design/Builder  and
their  agents and employees.  Design/Builder shall at  all  times
enforce strict discipline and good order among its employees  and
other persons carrying out the Work, and shall not employ on  the
Project  any  unfit person or anyone not skilled in the  assigned
task.

     (e)  Labor and Materials.  Unless otherwise provided in this
Contract,  all  materials  used in  the  Project  shall  be  new.
Design/Builder  shall  provide and pay for all  labor,  services,
materials, equipment, tools, machinery, utilities, transportation
and  other  facilities  and  services necessary  for  the  proper
execution and completion of the Work.

      (f)   Quality Assurance and Testing.  Design/Builder  shall
establish  and implement a written quality assurance and  testing
program  that is appropriate for the Project.  Owner  shall  have
the  right to review such program and receive copies of any  test
reports,  if requested.  Owner shall have the right,  at  Owner's
expense, to perform any additional testing or inspection that  it
deems necessary.  If such additional testing reveals the presence
of  substandard, defective or non-conforming Work, Design/Builder
shall pay the cost of such testing.
      (g)   Taxes,  Permits  and Fees and Bonds.   Design/Builder
shall  pay  all  sales, consumer, gross receipts, use  and  other
similar taxes required by law and imposed, as of the date of this
Contract, upon the labor and materials provided by Design/Builder
or  any  of its subcontractors.  Design/Builder shall be entitled
to an increase in the Guaranteed Maximum Price to the extent that
an   increase  in  the  aggregate  of  such  taxes   payable   by
Design/Builder  hereunder results from any change  in  the  laws,
enacted  after the date of this Contract, creating  or  modifying
such taxes.  Design/Builder shall secure and pay for the building
permit  and  all other governmental permits (except zoning,  land
use  permits and fees, and acreage assessment charges),  licenses
and inspections necessary for the proper execution and completion
of  the Work, including utility availability and hook-up charges,
which  are  legally  required as of the date  of  this  Contract.
Design/Builder  shall  not  be  required  to  pay   any   special
assessment  charges for public improvements and  other  municipal
charges for the payment of capital improvements.  Owner shall  be
responsible  for all permits, licenses and fees relating  to  the
operation or use (as opposed to the construction) of the Project,
including (but not limited to) storm water discharge permits  for
the  operation of the facility, air emission permits and indirect
source  permits.   Owner shall provide any bonds,  guarantees  or
other  forms  of  security required by local  governmental  units
having jurisdiction over the Project relating to on-site or  off-
site improvements.

      (h)   Royalties and Patents.  Design/Builder shall pay  all
royalties and license fees, and shall defend all suits or  claims
for  infringement  of any patent rights and save  Owner  harmless
from loss on account thereof.

      (i)   Concealed  Conditions.  Should  there  be  discovered
unknown  physical conditions below the surface of the  ground  or
concealed   conditions   in  an  existing  structure,   differing
materially  from  those ordinarily encountered  in  work  of  the
character provided for in this Contract or should the same be  at
variance   with  the  conditions  indicated  in  the  plans   and
specifications  for  the Project, the time by  which  Substantial
Completion is to be achieved shall be extended by the  period  of
the  delay  resulting therefrom and the Guaranteed Maximum  Price
shall  be  increased  by  the amount of  all  costs  incurred  by
Design/Builder by reason thereof, provided that a  written  claim
therefor  is  submitted to Owner within 20 days after  the  first
observance  of  the conditions by Design/Builder.  Design/Builder
has  reviewed the subsurface exploration report prepared  by  GME
Consultants,  Inc.,  dated March 23, 1999 (the  "Soils  Report"),
and   relied  on  this  information  in  designing  the  Project,
establishing  the  Guaranteed Maximum  Price  and  the  time  for
Substantial   Completion.   Actual  subsurface  conditions   that
materially  differ from those identified in the Soils Report,  or
from  those  which  are  reasonably  inferable  therefrom,  shall
constitute   a   concealed  condition   under   this   provision.
Design/Builder acknowledges that it has familiarized itself  with
the  Project  site and taken what it believes to be a  reasonable
number of soil borings.
      (j)   Cleaning Up.  Design/Builder shall at all times  keep
the  Project  site free from accumulation of waste  materials  or
rubbish  caused by its operations.  At Substantial Completion  of
the  Project,  Design/Builder shall remove  all  of  its  surplus
materials,  rubbish,  tools, equipment  and  machinery  from  the
Project  site, and shall clean all glass surfaces and  leave  the
Project in a "broom clean" condition.  If Design/Builder fails to
clean  up  at  the  completion of the Project, and  such  failure
continues  for  5  days after notice thereof  to  Design/Builder,
Owner  may  perform such clean up and the cost thereof  shall  be
deducted from the Guaranteed Maximum Price.

      (k)   Access.  Owner and its representatives shall  at  all
times have access to the Project, and Design/Builder shall permit
and   facilitate  inspections  of  the  Work  by  Owner  and  its
representatives.

      (l)   Work by Owner.  Owner shall have the right to perform
work  related  to the Project with its own forces  and  to  award
separate   contracts  therefor,  provided  such  work  does   not
interfere with the Work of Design/Builder.  Owner shall not award
contracts  to any contractor who is not signatory to a collective
bargaining  agreement with a local AFL-CIO Building Trades  Union
without  the  written  approval  of  Design/Builder.  Owner  will
provide for the coordination of such separate work with the  Work
of  the  Design/Builder,  who shall cooperate  therewith.   Owner
shall  be responsible to provide all necessary insurance for  the
work  of  such contractors.  Owner agrees to cause its  employees
and  any such separate contractors to abide by all federal, state
and  local  safety  laws  and  regulations  and  to  comply  with
Design/Builder's safety program for the Project.

      (m)   Indemnification.  To the fullest extent permitted  by
law,  Design/Builder shall indemnify, defend  and  hold  harmless
Owner,  its officers, directors, employees and agents,  from  and
against  all claims, suits, demands, damages, losses, liabilities
and  expenses, including reasonable attorneys' fees, arising  out
of  or  resulting from the performance of this Contract, provided
that any such claim, damage, loss or expenses (i) is attributable
to  bodily injury, sickness, disease or death, or to injury to or
destruction of tangible property (other than the Project itself),
and (ii) is caused or alleged to be caused in whole or in part by
any  negligent or willful act or omission of Design/Builder,  any
subcontractor   of Design/Builder, anyone directly or  indirectly
employed by any of them, or anyone for whose acts any of them may
be  liable.  Owner shall notify Design/Builder of any claim under
this indemnity promptly after Owner becomes aware of same, so  as
to  avoid  prejudice to Design/Builder; and Design/Builder  shall
have the right to defend in any action with respect to such claim
with counsel reasonably acceptable to Owner.

      (n)   Notices.  All notices permitted or required  by  this
Contract  shall be in writing and shall be deemed  to  have  been
given  when personally delivered to the respective persons  whose
name  appears below or when deposited in the United States mails,
certified  or  registered mail, postage prepaid and addressed  as
follows:

     If to Design/Builder:    Ryan Companies US, Inc.
                    700 International Centre
                    900 Second Avenue South
                    Minneapolis, Minnesota  55402
                    Attention: Timothy M. Gray

     If to Owner:        Ault Incorporated
                    7300 Boone Avenue North
                    Brooklyn Park, Minnesota 55428
                    Attention: Carlos Montague


Either party may change the address for mailing of notices to  it
hereunder and/or the person to receive such notices by giving  10
days  written  notice thereof to the other party  in  the  manner
above provided.

      (o)  Governing Law.  This Contract shall be governed by and
construed in accordance with the laws of the state of Minnesota.

      (p)  Binding Effect and Assignment.  This Contract shall be
binding upon and shall inure to the benefit of the parties hereto
and  their respective successors and assigns.  Neither  party  to
this  Contract shall assign any interest in this Contract without
the  written consent of the other party.  No permitted assignment
by either party, however, shall release it from primary liability
for the performance of its obligations hereunder.

      (q)   Hazardous Substances, Buried Tanks and Wells.  Should
any  so-called "hazardous or toxic substances," buried  tanks  or
wells,  as  defined and/or regulated by federal, state  or  local
laws  or  regulations, be encountered in the performance  of  the
Work,  Design/Builder  shall immediately cease  work  and  notify
Owner  thereof.  Owner shall promptly thereafter cause  any  such
substances, tanks or wells to be removed in accordance  with  all
applicable laws.  Design/Builder shall not be required to  resume
construction until such substances, tanks or wells have  been  so
removed;  and  Owner  shall provide Design/Builder  with  written
evidence  of  compliance with applicable laws in the  removal  of
such  substances, tanks or wells as Design/Builder may reasonably
request.  If the remediation of the hazardous substances,  buried
tanks  or  wells  only  affects a portion of  the  Project  site,
Design/Builder  agrees to continue working  on  portions  of  the
Project that are unaffected so long as such Work does not present
a  safety  hazard to workers on the Project.  The time  by  which
Substantial Completion is to be achieved shall be extended by the
period  of  delay resulting therefrom and the Guaranteed  Maximum
Price  shall  be  increased  by any additional  costs  reasonably
incurred  by  Design/Builder due to  such  cessation  and  delay,
except to the extent that Design/Builder knew of such conditions.
If  such  substances,  tanks or wells have not  been  removed  as
required  herein within 30 days from the date of Design/Builder's
notice  to Owner, then Design/Builder may terminate this Contract
by  written  notice to Owner and recover from Owner  the  amounts
provided in Paragraph 15(a), unless Design/Builder knew  of  such
conditions.   Irrespective of whether or not this Contract  shall
have  been so terminated by Design/Builder, unless Design/Builder
knew  of such conditions, Owner shall indemnify, defend and  hold
harmless   Design/Builder   and  all   of   its   employees   and
subcontractors from and against any and all liability, loss, cost
and  expense arising by reason of the presence of such  hazardous
substances,  tanks or wells on the Project site, except  such  as
may  result  from the gross negligence of Design/Builder  or  its
subcontractors.

      (r)   Project Closeout.   Prior to receiving final payment,
Design/Builder shall furnish Owner with the following:

          (i)  One operation and maintenance manual;
                     (ii)  Three  sets of record  drawings  (blue
               prints)  for the entire Project, with accompanying
               CADD discs;
                (iii)      Any  special warranties or  guarantees
          that Design/Builder secures;
                     (iv)  A project directory listing all names,
               addresses  and  phone numbers of  Design/Builder's
               subcontractors who worked on the Project.

      (s)  Entire Agreement.  This Contract represents the entire
and   integrated   agreement  between  Owner  and  Design/Builder
pertaining to the Project, and supersedes all prior negotiations,
representations  or agreements, whether written  or  oral.   This
Contract  may be amended only on a written instrument  signed  by
both Owner and Design/Builder.

      (t)   Allowances.   Design/Builder  shall  include  in  the
Guaranteed Maximum Price all allowances stated in the  plans  and
specifications.    Unless   specified  otherwise   herein,   each
allowance  shall  include all of Design/Builder's  costs  (labor,
installation  costs,  materials, equipment, subcontractor  costs,
taxes,  freight,  etc.) for that portion of the Project  (but  no
Design/Builder  Fee).  Whenever the actual costs covered  by  the
allowance  are  more or less than the allowance,  the  Guaranteed
Maximum Price shall be adjusted accordingly by Change Order.

      (u)   Addendum.  The terms and provisions contained in  any
Addendum  or  Exhibit which is attached hereto  are  incorporated
herein by reference and made a part of this Contract.
     Article 17 - Arbitration and Legal Costs.
      (a)   Arbitration.    All claims or  disputes  between  the
parties  to  this  Contract arising out of or  relating  to  this
Contract,  or the breach thereof, shall be decided by arbitration
in accordance with the Construction Industry Arbitration Rules of
the  American Arbitration Association then in effect, unless  the
parties  hereafter  agree  otherwise.  This  provision  shall  be
specifically  enforceable in any court of competent jurisdiction.
Notice  of demand for arbitration shall be filed in writing  with
the   other  party  to  this  Contract  and  with  the   American
Arbitration  Association.  The demand  shall  be  made  within  a
reasonable  time  after the dispute has arisen  or  as  otherwise
required  by  this Contract.  In no event shall  the  demand  for
arbitration be made after the date when the applicable statute of
limitations  would  bar  institution  of  a  legal  or  equitable
proceeding  based  on  such claim, dispute  or  other  matter  in
question.   All  arbitration proceedings shall  be  conducted  in
Minneapolis, Minnesota, and prehearing discovery in the time  and
manner  provided  by the then effective Federal  Rules  of  Civil
Procedure  shall  be  permitted.   The  award  rendered  by   the
arbitrator  or  arbitrators shall be final, and judgment  may  be
entered  upon it in accordance with applicable law in  any  court
having   jurisdiction.   Unless  otherwise  agreed  in   writing,
Design/Builder shall carry on the Work and maintain its  progress
during  any arbitration proceedings, and Owner shall continue  to
make  payments to Design/Builder in accordance with the terms  of
this Contract except for the specific items that are in dispute.

      (b)   Legal Costs.   If either party hereto shall file  for
arbitration or bring suit against the other party to enforce  the
terms  of  this  Contract, the losing  party  shall  pay  to  the
prevailing party that percentage of the prevailing party's  costs
and  expenses  incurred  in  such  action,  including  reasonable
attorney's  fees, in an amount equal to the percentage  that  the
value  of the judgment or award received by the prevailing  party
bears to the total value of the judgment or award claimed by such
party,  but in no event more than one hundred percent  (100%)  of
such  costs and expenses, provided that the prevailing party  has
not  rejected a bona fide written settlement offer from the other
party  in  an  amount greater than the amount of the judgment  or
award  received,  in  which case the prevailing  party  shall  be
entitled to no reimbursement for its costs and expenses.
IN  WITNESS WHEREOF, Design/Builder and Owner have executed  this
Contract as of the date first above written.

OWNER:                             DESIGN/BUILDER:
AULT INCORPORATED                  RYAN COMPANIES US, INC.


By:                                By:
(Signature)                             (Signature)


(Printed  Name and Title)                     (Printed  Name  and
Title)