AGREEMENT
AGREEMENT, dated as of April 28, 1998, by and between each of the
persons named on the signature pages hereto.
WHEREAS, on August 19, 1997, a Schedule 13D (the "Schedule 13D"),
executed by Xxxxxxx X. Xxxxxxx ("Xxxxxxx"), was filed with the Securities and
Exchange Commission (the "Commission") on behalf of a "group" (the "Group")
with respect to the beneficial ownership of shares of common stock (the
"Common Stock") of Dominion Bridge Corporation (the "Company") for purposes
of Rule 13d-1 and Schedule 13D promulgated by the Commission; and
WHEREAS, the Schedule 13D was amended prior to the date hereof to
disclose additional members of the Group and other relevant events and
transactions; and
WHEREAS, each of the undersigned constitutes an additional member of the
Group.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. An amended statement containing the information required by
Schedule 13D shall be prepared with respect to the respective interests in
shares of Common Stock held by the undersigned (the "Amendment"). Each of
the undersigned shall be responsible for the completeness and accuracy
concerning it contained therein, but shall not be responsible for the
completeness and accuracy of the information concerning any other party
contained therein, except to the extent that it knows or has reason to
believe that such information is inaccurate.
2. Gerrard shall be designated as the person authorized to receive
notices and communications with respect to the Amendment and any additional
amendments to the Schedule 13D.
3. Each of the undersigned hereby constitutes and appoints Xxxxxxx X.
Xxxxxxx its true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for it and in its name, place and stead, in
any and all capacities, to sign the Amendment and any additional amendments
to the Schedule 13D, and other documents in connection therewith, to be filed
with the Commission, granting unto said attorney-in-fact and agent all power
and authority to do and perform each and every act requisite and necessary to
be done, as fully to all intents and purposes as he or it might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
4. This Agreement may be executed in counterparts, each of which taken
together shall constitute one and the same instrument.