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                                                                   Exhibit 10.13

                    HYPOTHEC ON MOVEABLE PROPERTY (GENERAL)



BETWEEN:                            DOMINION BRIDGE CORPORATION, a corporation,
                                    having a place of business at 500 Notre-Dame
                                    Street, in the City of Lachine, Province of
                                    Quebec, H8S 2B2, herein acting and
                                    represented by Michel L. Marengere, its
                                    Chief Executive Officer, duly authorized in
                                    virtue of a resolution of directors,
                                    hereinafter referred to as the


                                                      "GRANTOR"


AND:                                BNY FINANCIAL CORPORATION - CANADA, a
                                    corporation, having a place of business at
                                    500 Rene-Levesque Boulevard West, Suite
                                    1400, Montreal, Quebec, H2Z 1W7, acting for
                                    itself as a "LENDER" in its capacity as a
                                    "Lender" under the "AGREEMENT" (as
                                    hereinafter defined) and any other Lenders
                                    from time to time parties to the AGREEMENT
                                    by way of assignment or otherwise
                                    (hereinafter collectively referred to as the
                                    "LENDERS")


                                                      AND


                                    BNY FINANCIAL CORPORATION - CANADA ("BNY")
                                    in its capacity as "Agent" for the LENDERS
                                    and any other party who from time to time
                                    may succeed BNY in its capacity as Agent for
                                    the LENDERS (hereinafter collectively
                                    referred to as the "AGENT")

                                    (the LENDERS and the AGENT being
                                    hereinafter collectively referred
                                    to as the "CREDITOR")


            WHEREAS the CREDITOR has entered into arrangements with the DEBTOR
(as hereinafter defined) whereby the DEBTOR is or may hereafter become indebted
to the CREDITOR;

            WHEREAS the GRANTOR carries on an enterprise;
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            WHEREAS the GRANTOR has guaranteed the payment of any and all
indebtedness from time to time of the DEBTOR to the CREDITOR and the GRANTOR has
agreed, as security for payment of such indebtedness and for its obligations
under its guarantee, to grant the security herein provided for;

THE PARTIES AGREE AS FOLLOWS:

1.00        PREAMBLE

1.01        The preamble forms part hereof as if recited at length
herein.

2.00        DEFINITIONS

2.01 Unless the context otherwise requires, the following expressions will have
the respective meanings hereinafter set forth:

(a)         "ADVERSE ENCUMBRANCE" means any hypothec, encumbrance, charge, right
            or prior claim (other than the PERMITTED CHARGES) whether ranking
            prior to, equal with or after the security hereby created in favour
            of the CREDITOR, or any seizure or attachment, which affects the
            whole or any portion of the CHARGED PROPERTY;

(b)         "AGREEMENT" means the Credit Agreement bearing formal date of
            September 12, 1997 among the DEBTOR, the CREDITOR and others as the
            same may be amended, supplemented, modified, renewed, revised,
            restated or replaced from time to time;

(c)         "CHARGED PROPERTY" has the meaning attributed to it in
            Section 3.01;

(d)         "CLAIMS" means, collectively, all accounts receivable, book
            accounts, book debts, debts, claims, monies, rentals, revenues,
            incomes, loans receivable, demands, rebates, refunds, amounts owing
            by or claimable from the crown, state or government or any
            departments, agents or agencies thereof and choses in action which
            now are or which may at any time hereafter be due or owing to or
            owned by the GRANTOR or in which the GRANTOR now or hereafter has
            any other interest and all security interests, hypothecs, including,
            without limitation, the hypothecary rights of the GRANTOR under any
            legal hypothec resulting from having taken part in the construction
            or renovation of an immovable, assignments, guarantees, bills of
            exchange, notes, negotiable instruments, contracts, including,
            without limitation, joint venture contracts, invoices, books of
            account, letters of credit and other documents and rights now held
            or owned or which may be hereafter held 
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            or owned by the GRANTOR or any third party on behalf of the GRANTOR
            in respect of any of the foregoing and all rights of an unpaid
            vendor , including rights to merchandise returned, repossessed or
            recovered;

(e)         "DEBTOR" means, GROUPE CEDAR CANADA INC./CEDAR GROUP CANADA INC.;

(f)         "DOCUMENTS OF TITLE" means, collectively, all documents of title,
            whether negotiable or non-negotiable including, without limitation,
            all warehouse receipts and bills of lading in which the GRANTOR now
            or hereafter has an interest;

(g)         "EQUIPMENT" means, collectively, all machinery, equipment,
            furniture, fixtures, materials, supplies, appliances, dyes, molds,
            tanks, overhead bridge cranes, vehicles, furnaces, boilers, motors,
            engines, accessories and tools now owned or hereafter acquired by
            the GRANTOR, including, without limitation, the SCHEDULED EQUIPMENT,
            whether or not the same be affixed to any immoveable property or
            used upon or in connection therewith, together with all present and
            future improvements, appurtenances and accessories thereto;

(h)         "GUARANTEE" means, the Guarantee entered into by the GRANTOR in
            favour of the CREDITOR bearing formal date of September 12, 1997
            with respect to the indebtedness of the DEBTOR, as the same may be
            amended, supplemented, revised, renewed, replaced or restated from
            time to time;

(i)         "HYPOTHEC AMOUNT" means the sum of SEVENTY-FIVE MILLION CANADIAN
            DOLLARS ($75,000,000.00 CDN.);

(j)         "INDEBTEDNESS" means, the indebtedness from time to time of the
            GRANTOR to any one or more of the parties comprising the CREDITOR
            pursuant to the GUARANTEE, the indebtedness from time to time of the
            DEBTOR and/or the GRANTOR to any one or more of the parties
            comprising the CREDITOR pursuant to the AGREEMENT and any and all
            other indebtedness from time to time of the GRANTOR and/or the
            DEBTOR to any one or more of the parties comprising the CREDITOR
            including, without limitation, any and all sums already advanced and
            to be advanced to or for the GRANTOR and/or the DEBTOR and any
            indebtedness of any nature whatsoever, present and future, direct
            and indirect, absolute and contingent, matured or not, at any time
            owing or to become owing by the GRANTOR and/or the DEBTOR to any one
            or more of the parties comprising the CREDITOR, whether arising from
            the AGREEMENT or any other agreement, undertaking or dealing between
            the GRANTOR and/or the DEBTOR and any 
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            one or more of the parties comprising the CREDITOR or from an
            agreement, undertaking or dealing with any third party by which any
            one or more of the parties comprising the CREDITOR may be or become
            in any manner whatsoever a creditor of the GRANTOR and/or the DEBTOR
            or by reason of guarantees or letters of credit issued by or at the
            request of any one or more of the parties comprising the CREDITOR
            for the DEBTOR or indemnities consented to by the GRANTOR and/or the
            DEBTOR, or howsoever otherwise arising, and whether the GRANTOR
            and/or the DEBTOR be bound alone or with another and whether as
            principal or surety, and any and all interest accrued thereon and
            all costs incurred by or on behalf of any one or more of the parties
            comprising the CREDITOR for recovering or conserving the CHARGED
            PROPERTY (including those set forth in Sections 5.01 (b), 8.02 (b)
            and 8.02 (h) hereof);

(k)         "INSURANCE" means, collectively, all insurance policies relating
            directly or indirectly to any of the CHARGED PROPERTY or any part
            thereof and all rights and claims under all policies of insurance of
            whatever nature including, without limitation, under life insurance
            policies and under insurance against loss or damage;

(l)         "INTANGIBLE PROPERTY" means, collectively, all incorporeal property
            now owned or hereafter acquired by the GRANTOR or its interest
            therein including, without limitation, the SCHEDULED INTANGIBLE
            PROPERTY, and all patents and patents pending, registered and
            unregistered trade marks, trade or brand names, service marks,
            copyrights, industrial designs, formulae, processes, trade secrets,
            goodwill, contractual rights, licences and permits;

(m)         "INTEREST RATE" means twenty-five percent (25%) per annum;

(n)         "INVENTORY" means, collectively, all property in stock and inventory
            now owned and hereafter acquired by the GRANTOR including, without
            limitation, all raw materials, goods in process, finished goods,
            goods in transit and all packaging and shipping materials and all
            materials and merchandise procured for the manufacture or production
            thereof, including, without limitation, suits, tools and masks and
            all goods, wares and merchandise held for sale, lease or resale or
            furnished or to be furnished under contracts for service or used or
            consumed in the business of the GRANTOR;

(o)         "MONIES" means, collectively, all monies, cash, foreign currencies
            and credits in which the GRANTOR now or hereafter has an interest
            and all rights of the GRANTOR 
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            in and to any deposit remitted by any person to the GRANTOR;

(p)         "PERMITTED CHARGES" means "Permitted Liens" as such term is defined
            in the AGREEMENT;

(q)         "PROCEEDS" means, collectively, all property in any form derived
            directly or indirectly from any dealings with any of the CHARGED
            PROPERTY;

(r)         "RECORDS" means, collectively, all computer programs, firmware and
            software and all computer and other records and data, whether in
            hard copy or otherwise, pertaining to any of the CHARGED PROPERTY
            and the equipment containing same;

(s)         "SCHEDULED EQUIPMENT" means any property described in Schedule "A"
            hereto under the heading "SCHEDULED EQUIPMENT";

(t)         "SCHEDULED INTANGIBLE PROPERTY" means any property described in
            Schedule "A" hereto under the heading "SCHEDULED INTANGIBLE
            PROPERTY";

(u)         "SECURITIES" means, collectively, all shares, stocks, warrants,
            bonds, debentures, debenture stock, and other securities in which
            the GRANTOR now or hereafter has an interest.

3.00        HYPOTHEC AND ADDITIONAL HYPOTHEC

3.01        Hypothec

            As security for the payment of the INDEBTEDNESS and the fulfilment
of the obligations of the GRANTOR hereunder, the GRANTOR hereby hypothecates and
grants a security interest to and in favour of the CREDITOR to the extent of the
HYPOTHEC AMOUNT with interest thereon at the INTEREST RATE, both before and
after maturity, demand, default and judgment, the following property of the
GRANTOR, wherever situate, and all renewals thereof, accretions thereto,
replacements thereof, substitutions therefor as well as everything united
thereto by accession (herein collectively referred to as the "CHARGED
PROPERTY"):

(a)         As a universality, the CLAIMS;

(b)         As a universality, the DOCUMENTS OF TITLE;

(c)         As a universality, the PROCEEDS;

(d)         As a universality, the RECORDS;

(e)         As a universality, the MONIES;
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(f)         As a universality, the SECURITIES;

(g)         As a universality, the INSURANCE;

(h)         As a universality, the INTANGIBLE PROPERTY;

(i)         As a universality, the INVENTORY;

(j)         As a universality, the EQUIPMENT;

(k)         As a universality, all other corporeal and incorporeal moveable and
            personal property, assets, rights and undertakings of any nature and
            kind, now owned or hereafter acquired by the GRANTOR.

3.02        Additional hypothec

            To further secure the performance and observance of all the
GRANTOR'S obligations hereunder, the GRANTOR hereby hypothecates and grants a
security interest in the CHARGED PROPERTY in favour of the CREDITOR to the
extent of a further amount equal to twenty-percent (20%) of the HYPOTHEC AMOUNT.

3.03        Dealings with charged property

            Notwithstanding the hypothecation of the CHARGED PROPERTY provided
herein until such time as the security created hereunder has become enforceable,
nothing will prevent the GRANTOR from selling, disposing of or dealing with any
of the INVENTORY in the ordinary course of its business, the whole subject to
the hypothec of the CREDITOR on any proceeds resulting from the disposition of
any INVENTORY and on any rights to such INVENTORY which are retained or
reacquired at any time by the GRANTOR.

4.00        INSURANCE

4.01        As additional security for the payment of the INDEBTEDNESS and the
performance of the GRANTOR's obligations hereunder, the GRANTOR will insure and
keep insured the CHARGED PROPERTY against loss or damage by fire and such other
perils as are customarily insured by those carrying on an enterprise similar to
that of the GRANTOR or as may from time to time be specified by the CREDITOR,
for their full insurable value, by means of a policy or policies each with loss
payable to the CREDITOR and containing a mortgage clause in form and terms
approved by the CREDITOR and issued by an insurer or insurers approved by the
CREDITOR. The GRANTOR obliges itself to effect such new insurance as the
CREDITOR may direct should the insurer(s) cease to have the approval of the
CREDITOR or should the CREDITOR be advised by the insurer or otherwise become
aware of any amendment to any policy which, in the sole and absolute discretion
of the CREDITOR, is unsatisfactory to the CREDITOR. At least ten (10) days
before the expiry or cancellation of any policy the GRANTOR will deliver to the
CREDITOR evidence of renewal or replacement thereof.
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4.02        The GRANTOR will immediately notify the CREDITOR of any
loss of or damage to any of the CHARGED PROPERTY.

4.03        In the event that any insurance proceeds are paid to the CREDITOR,
it may, at its option, apply such proceeds in the payment or reduction of the
INDEBTEDNESS, whether or not exigible, and interest thereon, interest on
interest and all other sums owing to the CREDITOR by the GRANTOR or, at the
option of the CREDITOR, advance such proceeds to the GRANTOR, in such manner as
the CREDITOR deems advisable for the purpose of replacing, repairing or
restoring the CHARGED PROPERTY.

4.04        The GRANTOR will provide the CREDITOR with copies of all insurance
policies (including all amendments thereto and endorsements thereof) which may
be in force from time to time with respect to the CHARGED PROPERTY.

5.00        COVENANTS, REPRESENTATIONS AND WARRANTIES

5.01        The GRANTOR covenants, represents and warrants that as of the date
of this agreement and at all times during which this agreement is in effect:

(a)         The GRANTOR and/or the DEBTOR will pay to the CREDITOR the
            INDEBTEDNESS without the necessity of demand as and when it becomes
            due and payable or on demand, if payable on a demand basis, in
            accordance with the provisions of the AGREEMENT

(b)         The GRANTOR will maintain the CHARGED PROPERTY in good repair and
            prevent any use thereof which might diminish the value thereof or
            the CREDITOR hypothec thereon, and from time to time at the request
            of the CREDITOR give the CREDITOR's officers, employees and agents
            access thereto for the purpose of inspection;

(c)         The GRANTOR has and will have good and marketable title to the
            CHARGED PROPERTY free and clear of all ADVERSE ENCUMBRANCES;

(d)         The CHARGED PROPERTY is and will be kept only at the locations
            indicated in Schedule "B" hereto and will not be removed or disposed
            of without the prior written consent of the CREDITOR, except for
            dispositions of INVENTORY in the ordinary course of the GRANTOR's
            business and otherwise except in accordance with the provisions of
            the AGREEMENT;

(e)         Neither the execution and delivery of this agreement, nor the
            granting of the hypothecs in respect of the CHARGED PROPERTY,
            constitutes or will constitute a violation or breach of the
            documents of incorporation or the by-laws of the GRANTOR or of any
            provision of 
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            any contract or other instrument to which the GRANTOR is a party or
            of any provision of law to which the GRANTOR is or may be subject;

(f)         The GRANTOR carries on and will carry on the enterprise referred to
            in Schedule "B" and all of the CHARGED PROPERTY is and will be used
            for the operation of such enterprise;

(g)         None of the CHARGED PROPERTY is or will be property which is exempt
            from seizure;

(h)         None of the CHARGED PROPERTY is property which furnishes a main
            residence or which is used by and is necessary for the life of a
            household;

(i)         The description of any CHARGED PROPERTY listed in Schedule "A" is
            complete and accurate;

(j)         The GRANTOR does not have rights with respect to any intellectual
            property other than the SCHEDULED INTANGIBLE PROPERTY;

(k)         The GRANTOR will not grant a hypothec on any of the CHARGED PROPERTY
            in favour of any other party without the prior written consent of
            the CREDITOR which it may, in its discretion, refuse, but if granted
            will be subject to the beneficiary of the hypothec entering into
            satisfactory arrangements with the CREDITOR including, without
            limiting the generality of the foregoing, a provision in such
            hypothec that upon sale of any of the CHARGED PROPERTY by or for the
            account of the CREDITOR, such property will be sold free of any
            hypothecs created therein, an undertaking that it will so confirm in
            writing to the CREDITOR and any prospective buyer, and an
            undertaking to grant mainlevee of its hypothec on such property at
            the time of the sale;

(l)         The GRANTOR is not the owner of, nor does the GRANTOR have rights
            under, any insurance policies other than those listed in Schedule
            "B";

(m)         The GRANTOR and the DEBTOR shall duly observe and perform or cause
            to be observed and performed each of its covenants and obligations
            provided for in the AGREEMENT.
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6.00        CREDITOR'S RIGHT TO MAKE PAYMENTS

6.01        If the GRANTOR fails to pay when due any sum payable under this
agreement or fails to perform any of its obligations hereunder, whether or not
the CREDITOR has invoked any EVENT OF DEFAULT, the CREDITOR may do so on the
GRANTOR's behalf (but will not be obliged to), without notice to the GRANTOR,
and the GRANTOR will pay to the CREDITOR, on demand, all sums so paid by the
CREDITOR together with interest thereon at the INTEREST RATE. If, for any
reason, the CREDITOR's security or rights hereunder are diminished, the CREDITOR
may do such things and make such expenditures as are desirable or necessary to
preserve its security or rights, without notice to the GRANTOR, in which event
the GRANTOR will pay to the CREDITOR, on demand, all sums so paid by the
CREDITOR, together with interest thereon at the INTEREST RATE, the whole without
prejudice to any other recourse of the CREDITOR or by law.

7.00        EVENTS OF DEFAULT

7.01        Each of the following events constitutes an "EVENT OF DEFAULT"
hereunder:

(a)         Failure to pay the INDEBTEDNESS or any part thereof without the
            necessity of demand as and when such sum becomes due and payable or
            on demand, if payable on a demand basis;

(b)         If an "Event of Default" (as such term is defined in the AGREEMENT)
            occurs;

8.00        REMEDIES IN CASE OF DEFAULT

8.01        The occurrence of any one or more of the foregoing events, by the 
mere lapse of time for performance and, unless expressly otherwise provided
without the necessity of any notice or other proceeding, shall constitute an
EVENT OF DEFAULT. Upon the occurrence of any EVENT OF DEFAULT (and without
prejudice to the demand nature of any of the INDEBTEDNESS), at the option of the
CREDITOR, the GRANTOR will lose the benefit of any term for payment granted by
the CREDITOR and all INDEBTEDNESS will become immediately due and payable and
the GRANTOR will, without the necessity of demand or notice (other than as may
be required by law) immediately repay the INDEBTEDNESS to the CREDITOR, failing
which, in addition to all hypothecary rights and other remedies and recourses
presently or in the future available under law:

(a)         The CREDITOR may immediately take proceedings for the recovery of
            all or any portion of the INDEBTEDNESS;

(b)         Upon demand of the CREDITOR, the GRANTOR will surrender and abandon
            the CHARGED PROPERTY, or the part thereof specified by the CREDITOR,
            to the CREDITOR or such person as may be designated by the CREDITOR,
            or will 
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            consent in writing to turn such property over to the CREDITOR or
            such person as may be designated by the CREDITOR at the time and
            place specified by the CREDITOR.

8.02        Administration after surrender

            In the event that the CREDITOR obtains the surrender of the whole or
any portion of the CHARGED PROPERTY and until such time as such CHARGED PROPERTY
is restored to the GRANTOR or, as regards any portion thereof, the CREDITOR has
concluded a recourse by way of taking in payment, sale by the CREDITOR, sale
under judicial authority or otherwise, then, notwithstanding any provision of
law to the contrary which may apply as a result of the CREDITOR having acquired
or being deemed to have acquired simple, full or any other administration of the
whole or any portion of the CHARGED PROPERTY:

(a)         The CREDITOR will be entitled to generally delegate the whole or any
            part of the administration of any CHARGED PROPERTY (including
            without limitation, the exercise of all discretionary powers) to
            such person(s) as the CREDITOR may designate or re-designate in the
            CREDITOR's sole discretion (any such person being herein referred to
            as an "ADMINISTRATOR");

(b)         The CREDITOR and any ADMINISTRATOR will be entitled to reimbursement
            of all costs and expenses (including, without limitation, all costs,
            expenses and reasonable fees incurred by any attorneys or other
            persons engaged by the CREDITOR or the ADMINISTRATOR in order to
            assist in such administration or any matter pertaining thereto), as
            well as all reasonable fees of the CREDITOR and the ADMINISTRATOR
            incurred in such administration, all of which may be charged by the
            CREDITOR against any fruits, revenues or proceeds of alienation of
            the whole or any portion of the CHARGED PROPERTY;

(c)         The CREDITOR or the ADMINISTRATOR may alienate any CHARGED PROPERTY
            which by its nature is destined for alienation in the course of the
            operation of the enterprise of the GRANTOR, by onerous title in such
            manner as it, in its sole discretion, deems appropriate, the whole
            notwithstanding that it may have only simple administration of the
            CHARGED PROPERTY;

(d)         The CREDITOR will be entitled to acquire the whole or any portion of
            any CHARGED PROPERTY alienated by onerous title in the course of any
            administration thereof;

(e)         In the event that the CREDITOR or the ADMINISTRATOR acquires full
            administration of any CHARGED PROPERTY, 
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            neither the CREDITOR nor the ADMINISTRATOR will be under any
            obligation whatsoever to make such CHARGED PROPERTY productive,
            increase such CHARGED PROPERTY or the value thereof or appropriate
            such CHARGED PROPERTY to any purpose other than payment of the
            INDEBTEDNESS;

(f)         The CREDITOR and the ADMINISTRATOR will be entitled to use for their
            own benefits any information which either of them may obtain by
            reason of their administration of the whole or any portion of the
            CHARGED PROPERTY;

(g)         The CREDITOR and the ADMINISTRATOR will be entitled, whether or not
            for value, to renounce to any right affecting, benefiting,
            pertaining to and/or forming part of any CHARGED PROPERTY
            administered by either of them;

(h)         Neither the CREDITOR nor the ADMINISTRATOR will be obliged, in any
            manner whatsoever, to prepare any inventory of any CHARGED PROPERTY,
            insure any CHARGED PROPERTY or give any security for any CHARGED
            PROPERTY or their administration thereof. Should the CREDITOR or the
            ADMINISTRATOR, in its discretion, insure the whole or any portion of
            any CHARGED PROPERTY, the costs and expenses of any insurance shall
            form part of the costs and expenses referred to in subparagraph (b)
            hereof;

(i)         The CREDITOR and the ADMINISTRATOR may change the destination of the
            whole or any portion of any CHARGED PROPERTY under their
            administration and will not be bound to continue the use or
            operation of any CHARGED PROPERTY under their administration which
            produces fruits or revenues;

(j)         Notwithstanding any provisions of law to the contrary, the CREDITOR
            and the ADMINISTRATOR will only be obliged to render an account to
            the GRANTOR upon the written request of the GRANTOR and once the
            CREDITOR or ADMINISTRATOR has determined, to its satisfaction, the
            details of such account.
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8.03        Taking in payment

            In the event that the CREDITOR exercises its right to become the
absolute owner of the CHARGED PROPERTY or any part thereof, the GRANTOR,
concurrently with surrender or at any time thereafter at the request of the
CREDITOR, will sign a voluntary Deed or agreement providing for the CREDITOR to
take in payment the CHARGED PROPERTY or any part thereof. In the event that the
GRANTOR requires the CREDITOR to sell any such CHARGED PROPERTY, the GRANTOR
acknowledges that the CREDITOR will not be required to abandon its recourse of
taking in payment unless, before the expiration of the delay to surrender, the
CREDITOR: (i) shall have been furnished with security guaranteeing that the
CHARGED PROPERTY in question will be sold at a sufficiently high price for the
CREDITOR to be paid the amounts secured hereunder in full; (ii) shall have been
reimbursed the costs it has incurred; and (iii) shall have been advanced all
amounts necessary for the sale of the CHARGED PROPERTY in question.

            All expenditures and improvements made by any holder of the CHARGED
PROPERTY and all payments made on account of the INDEBTEDNESS and the
accessories thereof will belong to the CREDITOR without return or compensation.
The CREDITOR will not be obliged to compensate or indemnify the GRANTOR or any
other person for any cause whatsoever.

8.04        Sale of charged property

            In the event that the CREDITOR exercises its right to sell the whole
or any portion of the CHARGED PROPERTY by judicial authority or pursuant to a
sale by the CREDITOR, the following will apply:

(a)         Such CHARGED PROPERTY may be sold subject to and upon such terms and
            conditions (including, without limitation, terms extending credit)
            by way of one (1) or more sales by private agreement, call for
            tenders or public auction or combinations thereof as the CREDITOR or
            the ADMINISTRATOR sees fit and the CREDITOR or the ADMINISTRATOR
            may, at any time, change or substitute any method of sale for any
            other method of sale of such CHARGED PROPERTY;

(b)         Notwithstanding any provision of law to the contrary, in any call
            for tenders, the CREDITOR or ADMINISTRATOR will not be obliged to
            accept the highest offer or any offer and, in the event that no
            offer is accepted, may proceed to sell such CHARGED PROPERTY by any
            other method; and
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(c)         The GRANTOR expressly agrees that the CREDITOR will not be required
            to obtain or present to the Court any appraisals of such CHARGED
            PROPERTY and that such CHARGED PROPERTY may be sold without any
            upset price therefor.

9.00        CLAIMS

9.01        The following will apply with respect to CLAIMS:

(a)         The CREDITOR will be the only party authorized and entitled to
            collect, dispose of and deal with the CLAIMS and the proceeds
            thereof will be dealt with in accordance with the provisions of the
            AGREEMENT;

(b)         the CREDITOR will have the right to collect, dispose of and deal
            with the CLAIMS as it may deem expedient including, without limiting
            the generality of the foregoing, to demand, sue for, enforce,
            recover and receive payment of the CLAIMS and to compound,
            compromise, grant extensions, take and give up securities, accept
            compositions and grant releases and discharges with respect thereto,
            the whole without notice to the GRANTOR and without any liability
            for any loss resulting therefrom;

(c)         Actions to enforce rights with respect to the CLAIMS may be
            instituted by the CREDITOR, at its discretion, in its own name, in
            the name of the GRANTOR, or in the name of the CREDITOR and the
            GRANTOR jointly;

(d)         The CREDITOR will not be obliged to inform the GRANTOR of any
            irregularity in the payment of any of the CLAIMS.

9.02        All amounts collected or received by the GRANTOR in respect of the
CLAIMS will be deemed to have been collected or received by the GRANTOR as
mandatary of the CREDITOR and in trust for the CREDITOR and will be remitted to
the CREDITOR in identical form as received.

10.00       APPLICATION AND IMPUTATION OF PROCEEDS

10.01       Notwithstanding any provisions of law to the contrary, the proceeds
of enforcement of any rights of the CREDITOR with respect to the CHARGED
PROPERTY, including, without limitation, proceeds of any sale of the CHARGED
PROPERTY by the CREDITOR and collections of any CLAIMS, will be applied as
follows:

(a)         To the reasonable costs and expenses incurred by or on behalf of the
            CREDITOR in connection with exercising the rights of the CREDITOR;
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(b)         To the payment of any claims ranking in priority to the rights of
            the CREDITOR in respect of the CHARGED PROPERTY;

(c)         To the CREDITOR in reduction of the INDEBTEDNESS, subject to its
            right of imputation as provided herein.

10.02       The CREDITOR shall have the right to impute any amounts or proceeds
received by it from or for the account of the GRANTOR, whether pursuant to the
terms hereof or as a result of a judicial or other sale, or as an inducement to
grant mainlevee or discharge hereof or otherwise, against any portion of the
INDEBTEDNESS which it, in its sole discretion, determines and from time to time
to vary such determination, the whole notwithstanding any pretended contrary
imputation by the GRANTOR or by any other party.

11.00       REMEDIES CUMULATIVE

11.01       The different recourses of the CREDITOR hereunder are cumulative 
and not alternative. The rights and remedies of the CREDITOR hereunder are in
addition to every other right and remedy now or hereafter existing in favour of
the CREDITOR, whether by law or otherwise.

12.00       WAIVERS

12.01       No delay or failure on the part of the CREDITOR in exercising any 
right or remedy hereunder shall affect such right or remedy, nor shall any
single or partial exercise hereof preclude any further exercise thereof or the
exercise of any other right or remedy. Any waiver by the CREDITOR of any of its
rights or remedies hereunder will be valid only if express and in writing. No
waiver shall be deemed to be or constitute a waiver of any other rights or
remedies of the CREDITOR. In no event will the CREDITOR's acceptance, after the
full payment of the INDEBTEDNESS may have become due and payable, of any partial
payment, be deemed to alter or affect the CREDITOR's rights with respect to any
subsequent payment or default thereon. Moreover, should the CREDITOR grant or
tolerate any extension or delay for payment or performance of any obligations of
the GRANTOR, such extension, delay, indulgence or tolerance will not be deemed
an acquiescence by the CREDITOR in such default or waiver of any of the
CREDITOR's rights and remedies hereunder or in respect of any future default.

13.00       NATURE OF INDEBTEDNESS AND SECURITY

13.01       Nothing contained in this agreement will be deemed to derogate from
or alter the demand nature of any of the INDEBTEDNESS, except to the extent that
the CREDITOR has expressly and by separate written instrument granted a term for
payment.

13.02       The security hereby granted secures and will continue to secure the
INDEBTEDNESS on a continuing and fluctuating basis and is and will be valid
notwithstanding that the whole or any portion 
<PAGE>   15
                                     - 15 -


of the prestations in consideration of which the GRANTOR has undertaken its
obligations towards the CREDITOR have not yet been received and notwithstanding
that the whole or any portion of the INDEBTEDNESS may not yet exist.

13.03       The security hereby granted will remain in full force and effect 
for the full HYPOTHEC AMOUNT and additional hypothec amount until such time as
an express written discharge is executed by the CREDITOR and delivered to the
GRANTOR. The hypothecs, security and rights hereby created in favour of the
CREDITOR will not be extinguished, reduced, novated or otherwise affected by any
payments made to or amounts received by the CREDITOR, directly or indirectly,
from the GRANTOR or any other party or as a result of any insurance indemnities
arising from loss or damage to any of the CHARGED PROPERTY or by reason of the
collection of any CLAIMS.

13.04       Should the INDEBTEDNESS at any time be fully extinguished without
an express discharge of the security created hereunder having been granted, and
should new INDEBTEDNESS arise, the security created hereunder will secure the
new INDEBTEDNESS in the same manner and to the same extent as if there had never
occurred an extinction of the old INDEBTEDNESS and the GRANTOR is and will be
obligated under the provisions hereof. The GRANTOR will be deemed to have
obligated itself for the new INDEBTEDNESS pursuant to the provisions hereof and
the security herein created will secure such new INDEBTEDNESS.

14.00       NATURE OF OBLIGATIONS

14.01       Every obligation of the GRANTOR hereunder is and will remain 
indivisible and the performance thereof in its entirety may be claimed from each
of the heirs, legatees, liquidators of any succession, trustees or legal
representatives of the GRANTOR.

14.02       If there be more than one (1) GRANTOR hereunder, all of the 
obligations of the GRANTOR hereunder will be and remain solidary obligations of
such persons, each waiving the benefits of division and discussion, such that
each of them may be compelled separately to perform all of the obligations of
the GRANTOR.

14.03       The GRANTOR hereby agrees and confirms that the rights of each of 
the parties comprising the CREDITOR are solidary and that each of the parties
comprising the CREDITOR is entitled to exact the whole performance of the
INDEBTEDNESS from the GRANTOR, to give a full acquittance therefor and to
exercise all rights and recourses and to enforce the security created hereunder.

14.04       Notwithstanding anything contained herein, each of the parties 
comprising the CREDITOR may act alone for all purposes under the present
agreement including, without limitation, the exercise of any right, remedy,
discretion or rights to make any demand or decision contemplated by or provided
for in the present agreement and the GRANTOR shall be entitled to rely upon any
act 
<PAGE>   16
                                     - 16 -



or decision made or taken in such regard by any one of the parties comprising
the CREDITOR. Any notice, demand or other communication required or permitted to
be given under this agreement or pursuant to applicable provisions of law shall
be valid if made or given by any one of the parties comprising the CREDITOR,
acting alone.

15.00       OTHER SECURITY

15.01       The security created hereunder is in addition to and not in
substitution for nor deemed to be substituted by any other security now or
hereafter held by or for the benefit of the CREDITOR and shall not be diminished
or novated or otherwise affected by any other security or any promissory note or
other evidence of indebtedness which the CREDITOR or any party for the benefit
of the CREDITOR may have or obtain from the GRANTOR or any other person, nor
shall any other security or note or evidence of indebtedness be diminished or
novated or otherwise affected hereby.

16.00       NOTICE

16.01       Any notice, request or other communication hereunder to any party
hereto in connection with this agreement shall be made and delivered in
accordance with the provisions of the AGREEMENT.

17.00       GOVERNING LAW & JURISDICTION

17.01       This agreement shall be governed by and interpreted in accordance
with the laws of the Province of Quebec. The GRANTOR expressly submits and
consents to the exclusive jurisdiction of the Superior Court, District of
Montreal, with respect to any controversy arising out of or relating to this
agreement or any supplement hereto or to any transaction in connection
therewith.

18.00       INTERPRETATION

18.01       Any word herein contained in the singular number will include the 
plural; any word importing any gender will include the masculine, feminine and
neuter genders; any word importing a person will include a corporation, a
partnership and any other entity and vice-versa. The headings of this agreement
are for convenience of reference only and shall not affect in any manner any of
the terms and conditions hereof or the construction or interpretation of this
agreement.
<PAGE>   17
                                     - 17 -


19.00       OTHER DOCUMENTS

19.01       The GRANTOR undertakes to perform all acts and enter into all
documentation which may be useful or necessary or required by the CREDITOR for
purposes of giving full force and effect to the provisions hereof or to perfect
the rights of the CREDITOR hereunder including, without limitation, the right to
recover and collect the CLAIMS and to exercise its hypothecary remedies with
respect thereto.

20.00       SEVERABILITY

20.01       This agreement shall not be considered as an indivisible whole and 
every provision of this agreement is and shall be independent of the other. In
the event that any part of this agreement is declared invalid, illegal or
unenforceable, then the remaining terms, clauses and provisions of this
agreement shall not be affected by such declaration and all of the remaining
clauses of this agreement shall remain valid, binding and enforceable.

21.00       CURRENCY CONVERSION

21.01       If, for purposes of obtaining judgment against the GRANTOR, it 
becomes necessary to convert into Canadian funds an amount due hereunder in U.S.
funds, then the conversion shall be made at the rate of exchange prevailing on
the last business day in Montreal, Quebec before the day on which the judgment
is rendered.

            For this purpose, "rate of exchange" means the spot rate at which
the relevant CREDITOR is able to purchase U.S. funds with Canadian funds on the
relevant date. In the event that there is a change in the rate of exchange
prevailing between the day before the day on which the judgment is rendered and
the date of payment of the amount due, the GRANTOR will pay such additional
amount as may be necessary to ensure that the amount paid on such date is the
amount in Canadian funds which, when converted at the rate of exchange
prevailing on the date of payment, is the amount then due in U.S. funds.

22.00       PRECEDENCE

22.01       In the event that any provisions of this agreement contradict or 
are otherwise incapable of being construed in conjunction with the provisions of
the AGREEMENT, the following will apply: (a) the provisions of the AGREEMENT
shall take precedence over those contained in this agreement except that in the
case of contradiction between the AGREEMENT and the provisions of Sections 14.03
and 14.04 hereof, the latter shall take precedence; and, (b) if any act of the
GRANTOR is expressly permitted under the AGREEMENT but is prohibited under this
agreement, any such act shall be deemed to be permitted under this agreement;
the whole unless as a result thereof the hypothecs created herein or any of the
hypothecary remedies of the CREDITOR hereunder would be in any 
<PAGE>   18
                                     - 18 -


way diminished or invalidated, in which case the provisions of this agreement
will govern.

23.00       FORMAL DATE

23.01       This agreement may be referred to as bearing formal date of 
September 12, 1997 notwithstanding the actual date of its execution.

24.00       LANGUAGE

24.01       The parties acknowledge that they have required that this agreement
and all related documents be prepared in English.

            Les parties reconnaissent avoir exige que la presente convention et
tous les documents connexes soient rediges en anglais.


AT MONTREAL, THIS         DAY OF SEPTEMBER 1997.


                                    DOMINION BRIDGE CORPORATION


                                    PER:  /s/ Michel L. Marengere
                                          -----------------------


                                    BNY FINANCIAL CORPORATION - CANADA


                                    PER:  /s/ Frank Imperato
                                          -----------------------
<PAGE>   19
                                  SCHEDULE "A"
                 TO THE HYPOTHEC ON MOVEABLE PROPERTY (GENERAL)
                     GRANTED BY DOMINION BRIDGE CORPORATION
         IN FAVOUR OF BNY FINANCIAL CORPORATION - CANADA, BEARING FORMAL
                           DATE OF SEPTEMBER 12, 1997




I.    SCHEDULED EQUIPMENT


      -  NIL  -





II.   SCHEDULED INTANGIBLE PROPERTY


      -  NIL  -
<PAGE>   20
                                  SCHEDULE "B"
                TO THE HYPOTHEC ON MOVEABLE PROPERTY (GENERAL)
                    GRANTED BY DOMINION BRIDGE CORPORATION
               IN FAVOUR OF BNY FINANCIAL CORPORATION - CANADA,
                  BEARING FORMAL DATE OF SEPTEMBER 12, 1997




I.    LOCATION OF CHARGED PROPERTY

      500 Notre-Dame Street
      Lachine, Quebec
      H8S 2B2

II.   ENTERPRISE CARRIED ON BY THE GRANTOR

      Holding Company

III.  INSURANCE POLICIES

NAME OF INSURANCE CO.                   POLICY NO.      TYPE OF INSURANCE

The Continental Insurance               SSP-7627        Marine Package
Policy
Company (through M.O.A.C.)

Liberty International Canada            SSP-7627        Marine Package
Policy

The London Assurance                    SSP-7627        Marine Package
Policy
(through Wm. H. McGee)

Boreal Property & Casualty              SSP-7627        Marine Package
Policy
Insurance Company
(through Marine Underwriters
Canada Limited)

Gerling Global General                  SSP-7627        Marine Package
Policy
Insurance Company

CIGNA Insurance Company                 SSP-7627        Marine Package
Policy
of Canada

The Maritime Insurance                  SSP-7627        Marine Package
Policy
Company Limited
(through Eastern Marine
Underwriters)

Royal Insurance                         SSP-7627        Marine Package
Policy
<PAGE>   21
                                     - 21 -





CIGNA Insurance Company                 SSP-7594        First & Second
Excess
of Canada                                                         Property

Liberty International Canada            SSP-7594        First & Second
Excess
                                                                        Property
<PAGE>   22
                                  SCHEDULE "B"
                TO THE HYPOTHEC ON MOVEABLE PROPERTY (GENERAL)
                    GRANTED BY DOMINION BRIDGE CORPORATION
               IN FAVOUR OF BNY FINANCIAL CORPORATION - CANADA,
                  BEARING FORMAL DATE OF SEPTEMBER 12, 1997




III.  INSURANCE POLICIES (CONT'D)

NAME OF INSURANCE CO.                   POLICY NO.      TYPE OF INSURANCE

L'Assurance Royale Canada               7190398         Boiler & Machinery

CIGNA Insurance Company
of Canada                               CGL 022446      General Liability

Continental Insurance Company
of Canada (Lombard General
Insurance Company of Canada)            CAE 8038558     Automobile
Liability

The Continental Insurance
Company (through M.O.A.C.)              SSP-7636        Bumbershoot
Liability

Summerset Marine, Inc.                  SSP-7636        Bumbershoot
Liability

Reliance National                       SSP-7636        Bumbershoot
Liability

The Guarantee Company of
North America                           920071          Crime