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                              EMPLOYMENT AGREEMENT





This Employment Agreement (the "Agreement") dated as of September 1, 2000, is

entered into by and between EXFO Electro-Optical Engineering Inc., a corporation

having its principal place of business at 465 Godin Avenue, Vanier, Quebec, G1M

3G7, Canada (the "Corporation") and Bruce Bonini (the "Employee").







                               TERMS OF AGREEMENT

                               ------------------





In consideration of this Agreement and the continued employment of the Employee

by the Corporation, the parties agree as follows :





1.       EMPLOYMENT

         ----------



         The Corporation hereby agrees to continue to employ Employee, on a

         full-time basis commencing on or about September 1, 2000 to act as

         Vice-President, North American Sales of EXFO America Inc., the

         Corporation's wholly owned subsidiary, and to perform such acts and

         duties and furnish such services to the Corporation in connection with

         and related to that position as is customary for persons with similar

         positions in like companies. Employee hereby accepts said employment.

         Employee shall use his best and most diligent efforts to promote the

         interests of the Corporation; shall discharge his duties in a highly

         competent manner; and shall devote his full business time and his best

         business judgement, skill and knowledge to the performance of his

         duties and responsibilities hereunder. This Agreement shall not be

         interpreted to prohibit Employee from making passive personal

         investments or conducting private business affairs if such activities

         do not materially interfere with the services required under this

         Agreement. Employee shall report to the President and Chief Executive

         Officer of the Corporation.



         The Employee shall carry out his duties in the Corporation's office

         indicated in Schedule A.



2.       COMPENSATION AND BENEFITS

         -------------------------



         2.1      SALARY



                  During the term of this Agreement, the Corporation shall pay

                  Employee the remuneration indicated in Schedule A. The

                  Employee's remuneration may be adjusted in accordance with the

                  Corporation's policies and procedures.



                                       -1-



<PAGE>



         2.2      DISCRETIONARY BONUS



                  During the term of this Agreement, the Employee may

                  participate in such bonus plan or plans of the Corporation as

                  the Board of Directors or its Human Resources Committee may

                  approve for the Employee. Nothing contained in this Section

                  2.2 shall be construed to require the Board of Directors to

                  approve a bonus plan or in any way grant to Employee the right

                  to receive bonuses not otherwise approved.



         2.3      BENEFITS



                  During the term of this Agreement, the Employee shall receive

                  such benefits as customarily provided to other officers and

                  employees of the Corporation. Details of such benefits as of

                  the date hereof are set forth in Schedule B of this Agreement.



         2.4      VACATION



                  Employee may take paid vacation during each year as set forth

                  in Schedule A at such times as shall be consistent with the

                  Corporation's vacation policies and (in the Corporation's

                  judgement) with the Corporation's vacation schedule for

                  officers and other employees.



         2.5      EXPENSES



                  Pursuant to the Corporation's customary policies in force at

                  the time of payment, Employee shall be promptly reimbursed,

                  against presentation of vouchers or receipts therefor, for all

                  authorised expenses properly incurred by him on the

                  Corporation's behalf in the performance of his duties

                  hereunder.





3.       TERMINATION

         -----------



         3.1      DISABILITY



                  If during the term of this Agreement, Employee becomes ill,

                  disabled or otherwise incapacitated so as to be unable to

                  perform his usual duties (a) for a period in excess of one

                  hundred and eighty (180) consecutive days, or (b) for more

                  than one hundred eighty (180) days in any consecutive twelve

                  (12) month period and this incapacity has not been remedied by

                  the end of the twelfth (12th) month of such consecutive twelve

                  (12) month period, then the Corporation shall have the right

                  to terminate this Agreement, subject only to applicable laws,

                  on thirty (30) day's notice to Employee. Termination pursuant

                  to this Section 3.1 shall not affect any rights Employee may

                  otherwise have under any disability insurance policies in

                  effect at the time of such termination.



                                       -2-



<PAGE>



         3.2      DISCHARGE FOR CAUSE



                  The Corporation may discharge Employee and terminate his

                  employment under this Agreement for cause without further

                  liability to the Corporation. As used in this Section 3.2,

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