By the Memorandum and Order signed by U.S. District Judge Lowell A. Reed Jr. on April 11, 2007, the stipulation of settlement, with the exception of the class definition and the proposed award to lead plaintiff, dated October 4, 2006 (Doc. No. 44), is hereby adopted by the court, is incorporated into this order by reference thereto, and shall have the full force and effect of an order of this court. According to the Memorandum and Order, Lead counsel are awarded 33 1/3 percent of the settlement amount in fees, which the court finds to be fair and reasonable, and $15,583.00 in reimbursement of expenses.

According to a press release dated November 21, 2006, pursuant to an order of the United States District Court for the Eastern District of Pennsylvania (the "Court"), dated November 3, 2006, a hearing will be held on January 22, 2007 at 10:00 a.m. (the "Settlement Hearing") before the Honorable Lowell A. Reed, Jr., at the United States District Court, Eastern District of Pennsylvania, 601 Market Street, Courtroom 4-B, Philadelphia, PA 19106, for the purpose of determining: (1) whether the proposed settlement of the Litigation for $750,000 in cash should be approved by the Court as fair, reasonable and adequate; (2) whether the Litigation should be dismissed on the merits and with prejudice pursuant to the terms of the Stipulation; (3) whether the proposed Plan of Allocation should be approved as fair and reasonable; (4) whether Lead Counsel's application for attorney's fees in an amount up to one-third of the Settlement Fund and expenses (including the award of reasonable costs and expenses, including lost wages, directly relating to the representation of the Settlement Class to any Representative Plaintiff serving on behalf of the Settlement Class, which shall not exceed $15,000) and interest thereon should be approved; and (5) whether the releases provided for in the Stipulation should be approved as fair, reasonable and adequate to the Members of the Settlement Class.

On October 4, 2006, a Stipulation of Settlement was filed.

On October 6, 1998, the defendants filed a motion for stay of proceedings. The defendants filed the pending motion to stay the proceedings after DBC filed a notice of intention to file a proposal pursuant to Canada’s Bankruptcy and Insolvency Act § 50.4 in the Quebec Superior Court, Bankruptcy Division, District of Montréal, Canada on August 11, 1998. On March 3, 1999, the Court entered the Order signed by U.S. District Judge Lowell A. Reed Jr., granting the defendants’ motion for stay of the proceedings until further order of the court. According to the Order, the parties shall notify the court when the automatic stay imposed by the Canadian bankruptcy court is lifted. It was further ordered that the request of the plaintiffs that the stay be conditioned on the production of certain documents by Dominion Bridge Corporation is denied. It was further ordered that the clerk shall place this case on the civil suspense docket of this court.

On March 6, 1998, the United States District Court for the Eastern District
of Pennsylvania entered the Memorandum and Order certifying as a class, investors who purchased shares of the Company's common stock through the NASDAQ between April 20, 1995 and May 18, 1996. Excluded from the class are purchasers of Cedar Group, Inc. common stock on the Vancouver Stock Exchange.

The original complaint alleges that for over one year, defendants concealed from plaintiffs and the investing public the fact they have been misleading the public as to the financial and business conditions of Cedar Group, Inc. (presently known as "Dominion Bridge Corp.") and its former, wholly-owned subsidiary, Dominion Bridge, Inc. Specifically, the complaint alleges that defendants deceived the public as to the actual quality and status of a number of contracts obtained by Dominion, as well as failing to disclose various inaccurate and misleading accounting practices.

The complaint also alleges that defendants intentionally concealed from their shareholders the fact that a former executive of Dominion accused defendants of committing the above violations. Furthermore, according to the complaint, this same former executive also accused defendants of being responsible for Dominion's loss of over $40 million in contracts for fiscal 1996.

This action arose under Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder (17 C.F.R. § 240.10b-5).