EXHIBIT 4.15

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                              EMPLOYMENT AGREEMENT


This Employment Agreement (the "Agreement") dated as of May 30, 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 Mario Larose, an individual with an address at 20
Anse-a-Beaufils, Laval, Quebec, H7Y 1V4 (the "Employee").



                               TERMS OF AGREEMENT
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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 employ Employee, on a full-time basis
         commencing on or about June 12, 2000, to act as Vice President,
         Marketing 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 Corporation's President and Chief Executive
         Officer 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 form 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.

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.

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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, acting through 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.

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         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 by a majority vote of the Board
                  of Directors of the Corporation except that the Employee, if a
                  Director, shall not be entitled to vote thereon. As used in
                  this Section 3.2, "cause" shall mean any or all of the
                  following;

                  (a)      gross or wilful misconduct of Employee during the
                           course of his employment;

                  (b)      conviction of any criminal offence involving
                           dishonesty, breach of trust or moral turpitude during
                           the term of this Agreement; or

                  (c)      the definition given to the term "with cause", or
                           other similar terms, by applicable laws and
                           jurisprudence in the province of Quebec.

         3.3      TERMINATION WITHOUT CAUSE

                  Upon thirty (30) days prior written notice, the Corporation
                  may terminate this Agreement without cause by a majority vote
                  of the Board of Directors of the Corporation except that the
                  Employee, if a Director, shall not be entitled to vote
                  thereon. The Corporation shall incur no liability in this
                  regard except that it shall continue to pay Employee the
                  remuneration in accordance with the terms set forth in
                  Schedule A at his then current rate for a twelve (12) month
                  period after termination if termination shall occur prior to
                  the events mentioned in Section 3.4.

         3.4      TERMINATION FOLLOWING MERGER OR ACQUISITION

                  If the Corporation merges or consolidates with another
                  corporation, if substantially all of the assets of the
                  Corporation are sold, or if a majority of the outstanding
                  stock of the Corporation is acquired by another person and
                  Employee's employment is subsequently terminated by the
                  Corporation or surviving entity other than for cause as
                  described in 3.2, Employee shall be entitled to severance
                  benefits as described below based on length of service with
                  the Corporation:

                  LENGTH OF SERVICE         SEVERANCE BENEFITS
                  -----------------         ------------------

                  0 to 24 months            12 months' remuneration plus health
                                            benefits;

                  24 to 48 months           18 months' remuneration plus health
                                            benefits;

                  more than 48 months       24 months' remuneration plus health
                                            benefits.

                  For purposes of this Section 3.4, Employee shall be entitled
                  to treat a material demotion in title or function as
                  termination under this Section 3.4, but only if

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                  Employee expressly so notifies the Corporation and terminates
                  his employment hereunder within thirty (30) days of such
                  demotion or relocation. If Employee is offered a substantially
                  similar position with the surviving entity, Employee's refusal
                  to accept such position shall not be treated as subject to
                  this Section 3.4, but rather shall be treated as a voluntary
                  termination by Employee under Section 3.5.

         3.5      VOLUNTARY TERMINATION BY EMPLOYEE

                  The Employee shall give prior written notice to the
                  Corporation of at least one (1) month if he voluntarily
                  terminates this Employment Agreement. In the event of
                  voluntary termination by Employee, Employee shall be entitled
                  only to those amounts that have accrued to the date of
                  termination in accordance with the terms hereof or are
                  expressly payable under the terms of the Corporation's
                  applicable benefit plans or are required by applicable law.
                  The Corporation may, in its sole and absolute discretion,
                  confer such other benefits or payments as it determines, but
                  Employee shall have no entitlement thereto.

4.       MISCELLANEOUS

         4.1      INSURANCE

                  The Corporation hereby represents that it is presently the
                  holder of directors and officers insurance in an amount and
                  having a coverage that is recommended by its legal advisors
                  and insurance broker as adequate taking into account the
                  status of the Corporation, its size and the nature of its
                  activities. The Corporation undertakes to ensure that such
                  insurance shall remain in force throughout the term of this
                  Agreement and in the event such insurance is cancelled, the
                  Corporation shall immediately advise the Employee in writing.

         4.2      ADDITIONAL AGREEMENTS

                  Upon execution of this Agreement, the Employee shall execute
                  and deliver to the Corporation, unless previously delivered,
                  an Exclusivity, Confidentiality, Assignment of Work Product,
                  Non-Competition and Non-Solicitation Agreement.

         4.3      NOTICES

                  Any notice or communication given by any party hereto to the
                  other party shall be in writing and personally delivered or
                  mailed by certified mail, return receipt requested, postage
                  prepaid, to the addresses provided above. All notices shall be
                  deemed given when actually received. Any person entitled to
                  receive notice (or a copy thereof) may designate in writing,
                  by notice to the others, such other address to which notices
                  to such person shall thereafter be sent.

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         4.4      ENTIRE AGREEMENT

                  This Agreement contains the entire understanding of the
                  parties in respect of its subject matter and supersedes all
                  prior agreements and understandings between the parties with
                  respect to such subject matter, provided, however that nothing
                  in this Agreement shall affect the Employee's obligations
                  under the Exclusivity, Confidentiality, Assignment Of Work
                  Product, Non-Competition And Non-Solicitation Agreement signed
                  by the Employee.

         4.5      AMENDMENT OR WAIVER

                  This Agreement may not be amended, supplemented, cancelled or
                  discharged, except by written instrument executed by the party
                  affected thereby. No failure to exercise, and no delay in
                  exercising, any right, power or privilege hereunder shall
                  operate as a waiver thereof. No waiver of any breach of any
                  provision of this Agreement shall be deemed to be a waiver of
                  any preceding or succeeding breach of the same or any other
                  provision.

         4.6      BINDING EFFECT, ASSIGNMENT

                  Employee's rights or obligations under this Agreement may not
                  be assigned by Employee. The rights and obligations set forth
                  in this Agreement shall bind and inure to the benefit of the
                  Corporation and its successors and assigns. The Corporation
                  will require any successor (whether direct or indirect, by
                  purchase, merger, consolidation or otherwise) to all or
                  substantially all of the business and/or assets of the
                  Corporation to assume expressly and agree to perform this
                  Agreement in the same manner and to the same extent that the
                  Corporation would be required to perform it as if no such
                  event had taken place. As used in this Agreement,
                  "Corporation" shall mean the Corporation as herein before
                  defined any successor to its business and/or assets as
                  aforesaid which assumes and agrees to perform this Agreement
                  by operation of law, or otherwise.

         4.7      HEADINGS

                  The headings contained in this Agreement are for reference
                  purposes only and shall not affect the meaning or
                  interpretation of this Agreement.

         4.8      GOVERNING LAW, INTERPRETATION

                  This Agreement shall be construed in accordance with and
                  governed for all purposes by the laws applicable in the
                  province of Quebec. Service of process in any dispute shall be
                  effective (a) upon the Corporation, if service is made on any
                  officer of the Corporation other than the Employee; (b) upon
                  the Employee, if served at Employee's residence last known to
                  the Corporation with an information copy to the Employee at
                  any other residence, or care of a subsequent employer, of
                  which the Corporation may be aware.

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         4.9      FURTHER ASSURANCES

                  Each of the parties agrees to execute, acknowledge, deliver
                  and perform, or cause to be executed, acknowledged, delivered
                  and performed at any time, or from time to time, as the case
                  may be, all such further acts, deeds, assignments, transfers,
                  conveyances, powers of attorney and assurances as may be
                  necessary or proper to carry out the provisions or intent of
                  this Agreement.

         4.10     LANGUAGE

                  This Agreement has been written in English at the express
                  request of the parties. Cette entente a ete redigee en anglais
                  a demande expresse des parties.

         4.11     SEVERABILITY

                  If any one or more of the terms, provisions, covenants or
                  restrictions of this Agreement shall be determined by a court
                  of competent jurisdiction to be invalid, void or
                  unenforceable, the remainder of the terms, provisions,
                  covenants and restrictions of this Agreement shall remain in
                  full force and effect and shall in no way be affected,
                  impaired or invalidated.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement



EXFO ELECTRO-OPTICAL
ENGINEERING INC.


BY:  /s/  Germain Lamonde                         /s/  Mario Larose
     --------------------                         -----------------------------
     GERMAIN LAMONDE                              MARIO LAROSE


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                                   SCHEDULE A
                                       TO
                        MARIO LAROSE EMPLOYMENT AGREEMENT

                            REMUNERATION AND VACATION
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1.       REMUNERATION

         (i)      Salary from commencement of employment to August 31, 2000:
                  $180,000 per annum (no variable portion applicable during this
                  period).

         (ii)     Remuneration from September 1, 2000 to August 31, 2001: Base
                  salary of $140,000 per annum, plus a variable portion of
                  remuneration which is $50,000 per annum upon attainment by the
                  Corporation of 100% of the Health Indicator established by the
                  Board of Directors of the Corporation for that financial year.
                  In the event the Corporation (a) does not fully attain, or (b)
                  exceeds, the Health Indicator for the year in question, the
                  variable portion of the remuneration shall be paid in the same
                  proportion as the attainment of the Health Indicator up to a
                  maximum of 150% of the Health Indicator. The variable portion
                  shall be paid within sixty (60) days of the end of each of the
                  Corporation's financial years commencing with the financial
                  year ending August 31, 2001.

                  In the event the Employee's employment is terminated by the
                  Corporation with cause or the Employee voluntarily terminates
                  his employment, the variable portion of the remuneration shall
                  not be payable for the financial year during which the
                  employment terminated for such reasons.

         (iii)    Participation in the Corporation's Stock Option Plan: At the
                  time of the Corporation's initial public offering, the
                  Employee shall be granted 20,000 options in accordance with
                  the terms of the Stock Option Plan and subject to vesting
                  conditions that extend over 4 years, up to a maximum of 5
                  years, and that are tied to the Corporation's Health Indicator
                  (full details will be available at the granting of the
                  options).

         (iv)     The Employee, living in the Montreal area as of the date
                  hereof, shall be required to work in Quebec City. As a result,
                  the Corporation shall pay a total amount of $20,000 to assist
                  Employee in the transition and relocation of Employee's
                  principal residence to the Quebec City area. This amount shall
                  be paid in monthly instalments of $833.33 each for a period
                  not to exceed twenty-four (24) months from the date of the
                  commencement of employment and shall be deemed to cover all of
                  Employee's travel expenses between his principal residence and
                  his accommodations in Quebec City. No other amounts shall be
                  paid by the Corporation to the Employee in relation to the
                  relocation of his principal residence.

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                  In the event the Employee transfers his principal residence to
                  the Quebec City area within the above-mentioned twenty-four
                  month period, the Corporation shall pay to the Employee in a
                  lump sum, within thirty (30) days of such transfer, the
                  balance of the $20,000 relocation assistance amount.

                  If the Employee has received a lump sum payment pursuant to
                  his relocation to the Quebec City area and then subsequently
                  voluntarily terminates his employment with the Corporation
                  within twenty-four (24) months of the commencement of his
                  employment, the Employee shall reimburse to the Corporation a
                  portion of the $20,000 relocation assistance amount that is
                  proportionate to the time remaining in the above-mentioned
                  twenty-four (24) month period.

         (v)      The first review of remuneration shall occur on September 1,
                  2001 and on or about every September 1 thereafter.


2.       VACATION

         Four (4) weeks of paid vacation annually.





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                                   SCHEDULE B
                                       TO
                        MARIO LAROSE EMPLOYMENT AGREEMENT

                                    BENEFITS
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The description below is a summary of the Corporation's present benefit package.
It is expected that this package will evolve in the future.

1.       The Corporation offers to management a long-term disability plan that
         covers two-thirds of salary for life. The Corporation pays the premium,
         thus this income would be taxable.

2.       Management is covered by collective insurance that is paid by the
         Corporation in the following proportions: 40%, 60%, 80% and 100% in
         years 1, 2, 3 and 4 respectively. This insurance covers vision
         correction, chiropractor, etc. but excludes dental coverage. It also
         includes life insurance.

3.       As concerns the deferred profit-sharing plan, the Corporation
         automatically contributes 1% of the Employee's salary if the Employee
         has contributed 2% of his salary. In addition, a variable portion tied
         to the Corporation's performance is also contributed. In 1998-1999, the
         variable portion was equivalent to 1.45% of salary for a total
         contribution by the Corporation of 2.45%.





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