EMPLOYMENT AGREEMENT





This Employment Agreement (the "Agreement") dated as of December 20, 2000, is

entered into by and between Burleigh Instruments, Inc., a corporation having its

principal place of business at 7647 Main Street, Fishers, New York 14453-0755,

U.S.A., Fishers, New York, U.S.A. (the "Corporation") and David J. Farrell (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 December 20, 2000, to act as

         President of the Corporation 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, as the Board of Directors of the Corporation shall from

         time to time reasonably direct. 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 of EXFO

         Electro-Optical Engineering Inc., the Corporation's holding body

         corporate.



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 upwards in accordance

                  with the Corporation's policies and procedures.



                                       -1-



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         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 of the Corporation 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      UNDERTAKING BY EMPLOYEE



                  The Employee hereby undertakes not to voluntarily terminate

                  his employment with the Corporation for a period of two (2)

                  years from the date hereof and acknowledges that in the event

                  that he does so terminate this Agreement, certain penalties

                  shall be payable by him, as set forth in the Agreement of

                  Merger and Plan of Reorganization, entered into by the

                  Employee, the Corporation and certain other parties on

                  November 4, 2000.



         3.2      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

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