May 13, 1998

Board of Directors of Dominion Bridge Corporation
c/o  Allen S. Gerrard
Chairman of the Board of Directors
Dominion Bridge Corporation
500, Rue Notre Dame
Lachine, Quebec H8S2B2
CANADA

            RE:  Management Arrangement between Dominion Bridge Corporation
                 and EIF Holdings, Inc.

Gentlemen:

     This letter sets forth the  agreement to be entered into by and between EIF
Holdings, Inc., a Delaware corporation ("EIF"), and Dominion Bridge Corporation,
a Delaware corporation  ("Dominion  Bridge"),  with respect to the engagement of
EIF to provide  certain  management  services to Dominion Bridge (the Management
Arrangement")

     Upon your  execution and return of this letter,  the parties shall be bound
by the following terms and conditions:

     1. Services to be Provided EIF will provide Dominion Bridge with management
services in connection with its ongoing, day-to-day operations.  During the term
of EIF's engagement,  EIF shall,  subject to the general supervision and control
of the Board of Directors of Dominion  Bridge,  furnish Dominion Bridge with the
following  management  services:   (i)  financing  and  administrative   support
services,  including  oversight of collection of accounts receivable and payment
of accounts payable; (ii) marketing  administration and support services;  (iii)
human resources  management;  and (iv) oversight and  administration of Dominion
Bridge's  operating  units.  In  order  to  facilitate  the  provision  of these
services, the Chief Executive and Chief Financial Officers of EIF shall be given
responsibilities  within Dominion  Bridge's  organization  which are customarily
performed by a  corporation's  Chief  Executive  and Chief  Financial  Officers,
respectively.  EIF may provide  other  persons to provide the services  required
during the course of this management arrangement which persons shall be approved
by the Board of  Directors  of Dominion  Bridge.  The  relationship  of Dominion


Board of Directors of Dominion Bridge Corporation
May 13, 1998
Page2

Bridge to EIF and to any person providing  services to Dominion Bridge on behalf
of EIF shall at all times be that of an independent contractor.  Neither EIF nor
any  person  providing   services  to  Dominion  Bridge  under  this  management
arrangement shall be deemed an employee of Dominion Bridge for any purpose or be
entitled to any rights whatsoever as an employee of Dominion Bridge.


     2.  Authority  of EIF:  Neither  EIF nor any person  providing  services to
Dominion  Bridge on  behalf of EIF shall  have any  authority  to  legally  bind
Dominion Bridge in any matter  whatsoever,  except as specified herein.  EIF and
any person  performing  services  for  Dominion  Bridge on behalf of EIF may, in
performance  of his, her or its duties,  negotiate on behalf of Dominion  Bridge
with various  parties,  including but not limited to,  creditors,  stockholders,
employees of Dominion Bridge and governmental entities, but unless authorized in
writing by the Board of Directors of Dominion Bridge,  no such person shall have
any authority or be under any duty  whatsoever to execute  documents in the name
of or on behalf of Dominion  Bridge  with  respect to such  negotiations  or the
transactions  contemplated  therein  except  for  agreements  not  exceeding  US
$1,000,000  in value which are entered into in the  ordinary  course of business
and relate to the day to day operations of Dominion Bridge.

     3. Term:  EIF's  engagement  to provide  management  services  for Dominion
Bridge shall be deemed to have  commenced on May 1, 1998 and shall  terminate on
October 31, 1998.  However,  notwithstanding  anything  herein to the  contrary,
wither party hereto may terminate  this  Management  Arrangement  for any reason
whatsoever  upon thirty  (30) days prior  written  notice one to the other.  The
management  fee payable  pursuant  to Section 3 hereof  shall be prorated in the
event of termination.

                                  Page 15 of 18
<PAGE>

     4.  Management  Fee:  As  compensation  for the  management  services to be
rendered  by EIF to  Dominion  Bridge,  Dominion  Bridge  shall (i) pay to EIF a
management  fee of US  $100,000  per  month,  and  (ii)  reimburse  EIF  for all
reasonable  out-of-pocket  expenses and disbursements incurred in rendering such
services:

     5.  General:  

     5.1  Disclosure  Except as and to the extent  required by law,  without the
prior written consent of the other party hereto, neither EIF nor Dominion Bridge
shall  make,  directly  or  indirectly,   any  public  comment,   statement,  or
communication with respect to, or otherwise to disclose or permit the disclosure
of the terms,  conditions or other  aspects of the  Management  Arrangement.  If
either party is of such disclosure (or such shorter period as may be required by
law upon the advice of counsel) it shall  provide to the other party  hereto the
content of the proposed disclosure, the reasons that such disclosure is required
to be made publicly by law, and the time and place that such  disclosure will be
made.


Board of Directors of Dominion Bridge Corporation
May 13, 1998
Page 3


     5.2 Notices all notices,  requests, claims, demands or other communications
hereunder  shall be in  writing  and shall be deemed to have been duly given (i)
when delivered in person, by courier or by fax; and (ii) upon receipt of sent by
express  mail,  or by registered  or certified  mail  (postage  prepaid,  return
receipt requested) to the respective parties as follows:

             If to EIF then to:

                EIF Holdings, Inc.
                54 Stiles Road
                Salem, NH  03079
                Attention:  Frank J. Fradella

             If to Dominion Bridge then to:

                Allen S. Gerrard
                Chairman of the Board of Directors
                of Dominion Bridge Corporation
                500 Notre Dame Street
                Lachine, Quebec

     or to such other  address  as the  person to whom such  notice is given may
     have  previously furnished  to the other party in writing in the manner set
     forth  above;  provided,  however,  that any  notice of a change of address
     shall be effective only upon receipt thereof.

     5.3  Entire  Agreement.  This  letter  of  intent  constitutes  the  entire
agreement  between Dominion Bridge and EIF as to the subject matter herein,  and
supersedes  all prior oral and  written  agreements.  This  letter of  agreement
cannot be amended,  modified or terminated  except by a writing  executed by the
parties hereto.

     5.4  Governing  Law.  This  letter  of intent  shall be  governed  by,  and
construed in accordance with the laws of the State of Delaware.

     5.5 Assignability.  This letter of agreement and the rights and obligations
hereunder  may not be  assigned  except by a  writing  executed  by the  parties
hereto.

                                     * * *

     If  the  foregoing  accurately  summarizes  our  understanding,  please  so
indicate by having a duly authorized  office of Dominion Bridge execute and date
both  copies of this letter in the space  provided  below and return one copy to
the undersigned.

                                  Page 16 of 18
<PAGE>

Board of Directors of Dominion Bridge Corporation
May 13, 1998
Page 4





                                        Very truly yours,
                                        EIF HOLDINGS, INC.


                                    By:    /s/Frank J. Fradella
                                           -----------------------------------
                                    Name:  Frank J. Fradella
                                           -----------------------------------
                                    Title: Chairman and Chief Executive Office
                                           -----------------------------------


ACCEPTED AND AGREED TO THIS  13th  DAY OF MAY, 1998
                            ------

DOMINION BRIDGE CORPORATION

By:    /s/Allen S. Gerrard
       ------------------------
Name:  Allen S. Gerrard
       ------------------------
Title: Chairman of the Board
       ------------------------

                                  Page 17 of 18
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