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                                                                    EXHIBIT 10.8

                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this "Agreement") made as of the 3rd day of May
2001, between Lumenon Innovative Lightwave Technology Inc., a company duly
incorporated under the laws of the State of Delaware having its head office at:
8851, Trans-Canada Highway, St-Laurent, Province of Quebec, H4N 2N9 (the
"Company") and Mr. Gary Moskovitz, residing at 12202 Foster Road, Los Alamitos,
California, 90720-4604, U.S.A. (the "Executive").

     WHEREAS:

     1.   The Company is engaged in the fabrication and production of optical
          components for the telecommunications and datacommunication industries
          (the "Business");

     2.   The Company wishes to employ the Executive on the terms and conditions
          set out below;

     3.   The Executive wishes to be so employed by the Company;

     4.   The Company has selected the Executive as the finalist candidate from
          a retained executive search contract with GAAP Search Inc.

     5.   The Company has now terminated the specific search of the above
          paragraph and has not engaged, and presently, as of the execution date
          of this Agreement, does not intend, or is not presently in
          discussions, to engage either a retained or a contingent executive
          search contract or agent to provide potential candidates to replace
          the Executive in his capacity at President and CEO of the Company,
          especially, but not limited to, the period within ninety one (91) days
          of the Starting Date. The Company also confirms that no
          action/Resolution of the Board of Directors has been made to initiate
          actions on the part of the Directors to provide potential candidates
          for replacement as above.

     THIS AGREEMENT witnesses that the parties have agreed that the terms and
conditions of the relationship shall be as follows:

1.   WORKING PERMIT

1.1.  WORKING PERMIT. The Company will use its best efforts to assist the
      Executive to obtain appropriate work permit and visa documentation,
      including the renewal of those documents for the Executive and for his
      spouse and daughter, if required.

1.2.  LEGAL ENTITLEMENT TO WORK IN QUEBEC. The Executive understands and agrees
      that the present Agreement is conditional upon the Executive being legally
      entitled to work in Quebec. In the event that the Executive is not legally
      entitled to work in

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      Quebec, for reason beyond the control of the Company, the present
      Agreement shall be null and void and the Executive will not be entitled to
      any notice, indemnity or damages of any nature whatsoever.

1.3.  In the event that the working permit has not been obtained in time for the
      Starting Date, as defined hereinafter, the Executive will commence
      employment as a consultant and the parties agree that each and every
      condition of the present Agreement would be applicable during the period
      prior to the granting of the working permit and that any and all payments
      due would be made as permissible by Canadian law and all payments due that
      may be in arrears would be paid within five (5) working days, by direct
      bank wire transfer, of the granting of the working permit.

2.    EMPLOYMENT

2.1.  DUTIES. The Company appoints the Executive to undertake the duties and
      exercise the powers of President and Chief Executive Officer (CEO) of the
      Company. The Executive agrees to be bound by the terms and conditions of
      this Agreement and to report to the Company's Board of Directors.

2.2.  BOARD OF DIRECTORS. The Executive shall be appointed to serve as a member
      of the Company's Board of Directors for the duration of his employment
      hereunder.

3.    TERM

3.1.  TERM. Subject to the provisions of this Agreement concerning the
      termination of employment, the employment of the Executive shall be for an
      indeterminate term starting on May 7th, 2001 (the "Starting Date").

4.    COMPENSATION

4.1.  BASE SALARY. The Executive shall be paid a gross annual base salary of six
      hundred thirty thousand Canadian dollars ($630,000.00 Can.). Said salary
      shall be subject to all tax withholdings and statutory and other
      deductions and shall be paid bi-monthly, at the rate of twenty six
      thousand two hundred fifty Canadian dollars ($26,250.00 Can.), on the 15th
      and the last day of each month (24 pay periods), by direct bank wire
      transfer. Subject to the following, the Executive agrees and recognises
      that the above annual base salary is inclusive of all activities and work
      performed to the benefit of the Company including activities as member of
      the Board of Directors.

4.2.  SIGN ON BONUS. In addition to the base salary as outlined above, and the
      performance bonus as outlined below, the Executive will be entitled to a
      one time, special "sign on" bonus of thirty thousand Canadian dollars
      ($30,000 Can.), less all tax withholdings and statutory and other
      deductions, paid by direct wire transfer, within one (1) week of the
      Starting Date.

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4.3.  PERFORMANCE BONUS. In addition to the annual base salary and sign on bonus
      outlined above, the Executive will be entitled to a potential annual
      performance bonus equivalent to an amount equal to 50% of his base salary.
      For the period of May 7th 2001 to May 6th, 2002, this potential annual
      performance bonus amount would equal three hundred fifteen thousand
      Canadian dollars ($315,000.00 Can.) subject to the following terms:

      (a) the actual amount of the bonus will be based on management by
          objective ("MBO") to be determined by the Board of Directors within
          ninety (90) days of the Starting Date;

      (b) for the first year of the Executive's employment hereunder, the
          Executive shall be entitled to a guaranteed bonus of one hundred and
          sixty thousand Canadian dollars ($160,000.00 Can.) to be deducted from
          the above mentioned potential annual performance bonus and payable,
          less all tax withholdings and statutory and other deductions, in an
          amount of eighty thousand Canadian dollars ($80,000 Can.) on each of
          the two following dates: November 7, 2001 and May 7, 2002.

4.4.  STOCK OPTIONS. As an incentive for the Executive to remain in the service
      of the Company, the Company grants to the Executive an option to purchase
      1,500,000 shares of the Company's common stock, per the Company's Stock
      Option Agreement. The exercise price of the stock will be the fair market
      value of the Company's common stock as of the close of the stock market on
      the last working day prior to the Starting Date of the Executive. The
      Stock Options will become exercisable (will "vest") at the rate of
      twenty-five percent (25%) (375 000 shares) on the first anniversary of the
      Starting Date, the remaining 75% (1 125 000 shares) at the rate of 1/36th
      per month (31 250 shares) during the following thirty six (36) months
      (100% vested over a 48 month period). In addition, all of the Stock
      Options will become fully exercisable (100% fully vested) upon the
      consummation of any transaction constituting a "change of control" of the
      Company as defined hereinafter.

      The Stock Options provided for by the above paragraph are, subject to
      Article 11 of the present Agreement, conditional upon:

      (a) the employment of the Executive not being terminated by the Company;

      (b) the Executive not having resigned his employment with the Company;

      Such options cannot be assigned or transferred.

      Furthermore, the present Stock Options are subject to the Company Stock
      Option Agreement, unless as modified above.

4.5.  CHANGES IN COMPENSATION. After each year of the Executive's employment,
      the Executive's base salary and potential annual performance bonus may
      be reviewed and increased and additional Stock Options may be granted
      at the discretion of the Company based on the performance of the
      Executive.

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5.       BENEFITS

5.1.  BENEFIT PLANS. The Executive shall participate in all executive benefit
      plans (the "Executive Benefits") which the Company may provide, including
      medical/hospital and extended health care benefits and life insurance.
      These plans provided to the Executive will be at least equivalent with
      those provided to the other Executive of the Company. The Company reserves
      the right to unilaterally revise the terms of the Executive Benefits.
      Executive Benefits will be provided in accordance with the formal plan
      documents or policies and any issues with respect to entitlement or
      payment of benefits under any of the Executive Benefits will be governed
      by the terms of such documents or policies establishing the benefit in
      issue.

5.2.  VACATION. The Executive shall be entitled during each year to four (4)
      weeks paid vacation, beginning on May 7, 2001.

5.3.  EXPENSES.

      (a) it is understood and agreed that the Executive will incur expenses in
          connection with his duties under this Agreement. The Company will
          reimburse the Executive for any reasonable expense, providing that the
          Executive provides to the Company an itemized written account and
          receipts acceptable to the Company within thirty (30) days after they
          have been incurred.

      (b) conditional upon the Executive selling his 1998 Mercedes S-320
          automobile to a Montreal car dealer, the Company undertakes to lease,
          at its own costs, the said 1998 Mercedes S-320 automobile from the
          said car dealer for the benefit of the Executive and reimburse, upon
          reception of proper receipts, all expenses and costs related to the
          use of the said automobile.

5.4.  DIRECTORS AND OFFICERS INSURANCE. The Executive shall be covered by the
      Directors and Officers Liability Insurance Policy maintained by the
      Company.

6.    MOBILISATION

6.1.  MOBILISATION. The Executive shall be reimbursed for mobilisation expenses
      upon receipt of proper invoices, the whole in accordance with Schedule I
      of the present Agreement attached hereto.

6.2.  RELOCATION.

      (a) The Executive shall be entitled to a furnished apartment, including
          not only furniture but also home furnishings and appliances, cleaning
          services and other typical services, in Montreal and a rental car paid
          by the Company for a maximum period of six months from the Starting
          Date. During the period required for the apartment search, reasonable
          hotel accommodations and payment for the Executive's laundry and meals
          will be provided for by the Company;


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      (b) The Executive shall be entitled to a "Bridge Loan" from the Company of
          a maximum amount of three hundred thousand Canadian dollars
          ($300,000.00 Can.) at the preferred rate determined by the Royal Bank
          of Canada, in the event that the Executive buys a house in Quebec
          before he is able to sell his house in California. The said "Bridge
          Loan" will have to be fully reimbursed by the Executive within 180
          days. The Executive understands that the Company will request that the
          repayment of the said loan be guaranteed by a mortgage on the
          Executive's house in Quebec.

7.    TAXATION

7.1.  TAX RETURNS FORMS.

      (a) The Company will pay for the cost of chartered accountant's services
          related to the preparation of the Executive's and spouse's tax returns
          for all relevant State of California, federal United States, Canadian
          provincial and federal tax requirements for fiscal year 2001.

      (b) The Executive is required to complete all required tax returns forms
          in a timely manner and cooperate with the requests of the tax advisors
          regarding information needed to prepare the tax returns.

8.    EXCLUSIVE SERVICE

8.1.  FULL TIME AND ATTENTION. Consistent with his position with the Company,
      the Executive shall:

      (a) devote the whole of his working time, attention and skill to his
          duties hereunder;

      (b) report to the Board of Directors from time to time and for a minimum
          of four (4) times per year i.e.: once every quarter;

      (c) use his best efforts to promote the interests of the Company and its
          affiliates. The Executive may not serve as a member of the Board of
          Directors of any entity other than the Company, except for charitable
          organisations or unless the Executive is authorized by the Board of
          Directors of the Company in its sole discretion.

9.    OBLIGATIONS OF LOYALTY, NON-SOLICITATION AND NON-COMPETITION

9.1.  NON-COMPETITION. The Executive agrees with and for the benefit of the
      Company that during his employment pursuant to this Agreement and for a
      period of twelve (12) months from the date of termination of this
      Agreement, however caused, he will not for any reason, directly or
      indirectly, either as an individual or as a partner or joint venturer
      or as an employee, principal, consultant, agent, shareholder,
      (excluding ownership by the Executive, as a passive investment of less
      than one percent (1%) of the outstanding

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      shares of capital stock of any corporation with one or more classes of its
      capital stock listed on a Security Exchange or publicly traded in the over
      the counter market) officer, director, or salesperson for any person,
      firm, association, organization, syndicate, company or corporation, or in
      any other manner carry on, be engaged in, concerned with, interested in,
      advise, lend money to, guarantee the debts or obligations of, permit his
      or her name or any part of it to be used or employed by any person,
      business, firm, association, syndicate, company, organization or
      corporation concerned with or engaged or interested in a business which is
      the same as, or competitive with, the Business of the Company and any
      controlled or controlling company, namely, the business consisting in the
      fabrication and production of optical components for the
      telecommunications and datacommunication industries and such, within the
      geographical area of Canada, the United States of America and Europe;

9.2.  NON-SOLICITATION OF CUSTOMERS. Without restricting the generality of the
      foregoing, the Executive agrees with and for the benefit of the Company
      that during his employment pursuant to this Agreement and for a period of
      eighteen (18) months from the date of the termination of his employment,
      however caused, he will not for any reason, directly or indirectly, either
      as an individual or as a partner or joint venturer or as an employee,
      principal, consultant, agent, shareholder, officer, director, or
      salesperson for any person, firm, association, organization, syndicate,
      company or corporation, or in any other manner, solicit or accept business
      with respect to products competitive with those of the Company from any of
      the Company's customers, wherever situated.

9.3.  NON-SOLICITATION OF PERSONNEL. Without restricting the generality of the
      foregoing, the Executive further agrees that, during his employment
      pursuant to this Agreement and for a period of eighteen (18) months
      following the termination of his employment, however caused, the Executive
      will not hire or take away or cause to be hired or taken away any employee
      of the Company or, following the termination of the Executive's
      employment, however caused, hire any employee who was in the employment of
      the Company during the twelve (12) months preceding the date of the
      termination of his employment.

10.   CONFIDENTIALITY

10.1. CONFIDENTIAL INFORMATION. Except in the normal and proper course of the
      Executive's duties hereunder, the Executive will not use for the
      Executive's own account or disclose to anyone else, during his employment
      and for a period of five (5) years following the termination of his
      employment, however caused, any confidential or proprietary information or
      material (as defined hereinafter) relating to the Company's operations or
      business which the Executive obtains from the Company or its officers or
      employees, agents, suppliers or customers or otherwise by virtue of the
      Executive's employment by the Company or by the Company's predecessor.
      Confidential or proprietary information or material includes, without
      limitation, the following types of information or material, both existing
      and contemplated, regarding the Company or its parent, affiliated or
      subsidiary companies: corporate information, including contractual
      licensing arrangements, plans, strategies, tactics, policies, resolutions,
      patent, trade-mark and trade name applications, and any litigation or
      negotiations, information concerning suppliers,


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      marketing information, including sales, investment and product plans,
      customer lists, strategies, methods, customers, customer lists, prospects
      and market research data, financial information, including cost and
      performance data, debt arrangements, equity structure, investors and
      holdings, operational and scientific information, including trade secrets;
      technical information, including technical drawings and designs and
      personnel information, including personnel lists, resumes, personnel data,
      compensation practices and procedures, organizational structure and
      performance evaluations (the "Confidential Information").

10.2. RETURN OF DOCUMENTS. The Executive agrees that all documents (including,
      without limitation, software and information in machine-readable form) of
      any nature pertaining to activities of the Company and to its parent and
      their respective affiliated, related, associated or subsidiary companies,
      including, without limitation, Confidential Information, in his possession
      now or at any time during his employment, are and shall be the property of
      the Company and its parent, and their respective affiliated, related,
      associated or subsidiary companies, and that all such documents and all
      copies of them shall be surrendered to the Company whenever requested by
      the Company.

10.3. PROPRIETARY INFORMATION. The Executive hereby acknowledges and agrees that
      the Company, or its designee, shall be the sole and exclusive owner of any
      and all right, title, and interest in any and all inventions, ideas,
      concepts, innovations, algorithms, software, and original works of
      authorship (together "Proprietary Works"), whether or not protectable by
      patent, copyright, mask work, integrated circuit topography laws,
      trademark, industrial design laws, or other proprietary rights, that are
      made, developed or conceived by me solely or jointly with others, at any
      time during the term of his employment with the Company. Consequently, the
      Executive hereby assigns to the Company, or its designee, as its exclusive
      property any and all right, title and interest which he may have in and to
      the Proprietary Works including, but not limited to any and all copyright,
      patent right, moral rights, industrial design right, trademark right, data
      bases rights, mask work rights, integrated circuit topography rights and
      any other proprietary rights, which assignment of rights, titles and
      interests is made without any restriction, for the entire world and for
      the duration of such rights, titles and interests including any renewal or
      extension of such duration and in perpetuity thereafter. The Executive
      hereby waives to the benefit of the Company, or its designees, and its
      successors, assignees and licensees any and all moral rights and any other
      rights of similar nature which the Executive may hold in any and all of
      the Proprietary Works, and such waiver is made without any restriction
      whatsoever, for the entire world, for the duration of any such moral
      rights including any renewal or extension of such duration, and in
      perpetuity thereafter.

10.4. ACKNOWLEDGEMENT. The Executive acknowledges that, in connection with the
      Executive's employment by the Company, he will receive or will become
      eligible to receive substantial benefits and compensation. The Executive
      acknowledges that his employment by the Company and all compensation and
      benefits and potential compensation and benefits to the Executive from
      such employment will be conferred by the Company upon him only because and
      on condition of his willingness to commit his


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      best efforts and loyalty to the Company, including protecting the
      Company's right to have its Confidential Information protected from
      non-disclosure by him and abiding by the confidentiality, non-competition
      and other provisions herein. The Executive understands his obligations as
      set forth in Article 9 and agrees that such obligations would not unduly
      restrict or curtail his legitimate efforts to earn a livelihood following
      any termination of his employment with the Company. The Executive agrees
      that the restrictions contained in Articles 9 and 10 are reasonable and
      valid and all defences to the strict enforcement thereof by the Company
      are waived by him. The Executive further acknowledges that irreparable
      damage would result to the Company if the provisions of Articles 9 and 10
      are not specifically complied with by the Executive, and agrees that the
      Company shall be entitled to any appropriate legal, equitable, or other
      remedy, including injunctive relief, in respect of any failure or
      continuing failure to comply with the provisions of Articles 9 and 10.

11.   TERMINATION OF EMPLOYMENT

11.1. TERMINATION WITHIN NINETY (90) DAYS FROM THE STARTING DATE.
      Notwithstanding any provision to the contrary in the present Agreement,
      the Company may, for any reason, terminate the Executive's employment
      within ninety (90) days from the Starting Date by giving the Executive a
      thirty (30) day prior written notice and by paying the Executive all
      accrued base salary and a severance indemnity equivalent to one (1) month
      of base salary per month worked.

11.2. TERMINATION FOR DEATH OR DISABILITY. The parties understand and agree that
      the Executive's employment pursuant to this Agreement may be terminated,
      by paying the Executive all accrued base salary, any earned but unpaid
      bonus amounts at the date of termination on a prorated basis and any
      accrued but unused vacation benefits, all earned through the date of
      termination, in the following manner in the specified circumstances:

      (a) upon the death of the employee.

      (b) at any time by the Company if the Executive becomes permanently
          disabled within the meaning of the long term disability policy
          maintained by the Company;

11.3. TERMINATION FOR CAUSE. The parties understand and agree that the
      Executive's employment pursuant to this Agreement may be terminated, for
      cause, in the Company's absolute discretion, without any notice or pay in
      lieu thereof, by paying the Executive all accrued base salary and any
      accrued but unused vacation benefits earned to the date of termination.
      For the purposes of this Agreement, cause includes but is not limited to
      the following:

      (a) any material breach of the provisions of this Agreement;

      (b) Executive's engaging or in any manner participating in any activity
          which is directly competitive with or intentionally injurious to the
          Company or which violates any material provision of Articles 9 and 10
          hereof; or the use of alcohol


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          or illegal drugs, materially interfering with the performance of the
          Executive's obligations under this Agreement, continuing after written
          warning;

      (c) Executive's commission of any fraud against the Company or use or
          intentional appropriation for his personal use or benefit of any funds
          or properties of the Company not authorized by the Board to be so used
          or appropriated;

      (d) Executive's conviction of any crime involving moral turpitude;

      (e) any conduct or omission of the Executive which prevents him from
          legally working in Quebec;

      (f) any and all omissions, commissions or other conduct which would
          constitute cause at law, in addition to the above-specified causes;

      Failure by the Company to rely on the provisions of this paragraph in any
      given instance or instances, shall not constitute a precedent or be deemed
      a waiver.

11.4. TERMINATION WITHOUT CAUSE. The parties understand and agree that the
      Company, in its absolute discretion and for any reason other than the ones
      mentioned in Articles 11.1 to 11.3, may terminate the Executive's
      employment by paying the Executive all accrued base salary, any earned but
      unpaid bonus amounts at the date of termination on a prorated basis and
      any accrued but unused vacation benefits, all earned through the date of
      termination, and by:

      (a) delivering a written notice of such termination to the Executive where
          any notice of termination given pursuant to the Article shall effect
          termination as of the date specified in such notice (which shall be no
          earlier than thirty (30) days after such notice is given) or, in the
          event no such date is specified, on the last day of the month
          following the month in which such notice is delivered or deemed
          delivered as provided in Article 14 below, and

      (b) paying to the Executive an indemnity equivalent to fifteen (15) months
          of base salary in a lump sum payment or as salary continuance, at the
          Company's sole discretion;

      (c) maintaining the benefits provided for in Article 5.1 for a period of
          fifteen (15) months following such a termination or until the
          Executive commences other employment whichever occurs first, subject
          to the approval of the Company's group insurers;

      (d) Stock Options will continue to accrue during a period of fifteen (15)
          months following such a termination and the Executive shall have
          ninety (90) days from the end of that fifteen (15) month period to
          exercise those options;

      (e) in the event that such a termination occurs within a twenty-four (24)
          month period from the Starting Date, the Executive will be entitled to
          a demobilization cost in

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          accordance with Schedule II of the present Agreement attached hereto,
          if applicable, in order to relocate the Executive and his family
          within a 100 mile radius from the residence they left in California to
          come to Quebec. Reimbursement of those cost will be made by the
          Company upon reception of proper receipts.

      (f) the parties specifically agree that if the Executive should die or
          become permanently disabled while any amounts are due pursuant to this
          Agreement, including, but not limited to, amounts due per Article 11.4
          herein, that the Executive/his estate shall be entitled to receive all
          such amounts due.

11.5. FAIR AND REASONABLE NOTICE. The Executive acknowledges that the prior
      notice and/or payments contemplated in Article 11.4 above include all of
      his entitlements to either notice or pay in lieu of notice and severance
      pay under the CIVIL CODE OF QUEBEC and the ACT RESPECTING LABOUR STANDARDS
      OF Quebec. The Executive acknowledges and agrees that the notice or pay in
      lieu of notice provisions in Article 11.4 is fair and reasonable and is
      the result of negotiations between the parties.

11.6. COMPANY'S ABILITY TO ALLEGE CAUSE. The parties understand and agree that
      the payment of the indemnity above mentioned to the Executive on
      termination of the Executive's employment shall not prevent the Company
      from alleging cause for the termination. 11.7. CONSTRUCTIVE DISMISSAL.

      (a) If at any time during the term of this Agreement there occurs a
          Material Breach by the Company, which Material Breach has not been
          remedied in all material aspect at any time within thirty (30) days
          after the Executive gives written notice thereof, and after the expiry
          of such thirty (30) day period and provided the Material Breach in
          question continues unremedied, the Executive shall have the right to
          terminate his employment with the Company within sixty (60) days after
          the occurrence of the Material Breach. Any such termination by the
          Executive shall not, for the purposes of this Agreement, be considered
          a voluntary termination of employment by the Executive, but instead
          shall entitle the Executive to the same severance payment and other
          rights set forth in Article 11.4 above;

      (b) for purposes of the present Agreement, Material Breach means:

          (i)     the assignment to the Executive of any duties inconsistent
                  with the Executive's position (including status, title and
                  reporting requirements), authority, duties and
                  responsibilities, or any other action by any member of the
                  Company which would result in the diminution of such
                  position, authority, duties or responsibilities or

          (ii)    any reduction in the base salary, sign on bonus, potential
                  annual performance bonus or other compensation, benefits,
                  expenses, office or support staff previously provided to the
                  Executive, in each case, without

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                  the consent of the Executive, but excluding an isolated
                  insubstantial and inadvertent action not taken in bad faith;

          (iii)   the Executive is relocated outside Canada or United States
                  without his consent;

          (iv)    the Executive resigns as a result of unlawful discrimination
                  as evidenced by a final court order;

          (v)     any material breach by the Company of any of its obligations
                  under this Agreement;

          (vi)    the Executive loses his position as Director of the Company;

          (vii)   the Company fails to provide that this Agreement is
                  expressly assumed by its successor (whether direct or
                  indirect, by purchase, merger, consolidation or otherwise)
                  to all or substantially all of the business and/or assets of
                  the Company to expressly assume and agree to perform the
                  Company's obligations hereunder in the same manner and to
                  the same extent as if no such succession had taken place.
                  For purposes of this provision, the Company agrees to
                  provide the Executive with proof of the assumption of the
                  Agreement by its successor no later than thirty (30) days
                  prior to the effective date of any transaction providing for
                  such succession;

          (viii)  the Company fails to use its best efforts to assist the
                  Executive in the renewal of the working permit referenced in
                  Article 1.1 and the working permit is not renewed for reason
                  under the Company's control;

          (ix)    If the Company asks the Executive to perform any act which
                  is illegal, including commission of any crime involving
                  moral turpitude.

11.8. CHANGE OF CONTROL.

      (a) the Executive shall have the right to terminate his employment with
          the Company any time during the six (6) month period following a
          Change of Control, and such termination by the Executive during such
          six (6) month period shall not, for the purposes of this Agreement, be
          considered a voluntary termination of employment by the Executive, but
          instead shall entitle the Executive to the severance payment and other
          rights set forth in Article 11.4 above.

      (b) For purposes of the present Agreement, Change of Control means:

          (i)  the occurrence of any transaction that results in the ownership
               of 50% or more of the voting power of all outstanding securities
               of interests of the Company on a fully diluted basis to any party
               or group; or


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          (ii) the sale of all or of fifty percent (50%) of the Company's assets
               used in the Company's business.

11.9.  RESIGNATION. The Executive shall have the right to terminate his
       employment upon giving the Company a one (1) month written notice. The
       Employee agrees and recognizes that the notice provided for in the
       present Article 11.9 is for the sole benefit of the Company, and that,
       as such, the Company, in its sole discretion, shall have the right to
       renounce and waive the benefit of part and/or of the totality of any
       such notice and the Executive will not be entitled to any indemnity or
       damages of any nature whatsoever. The Executive shall be paid for his
       written notice period.

11.10. RESIGNATION FROM OFFICES. On termination of employment the Executive
       shall immediately resign all offices held (including directorships) in
       the Company and save as provided in this Agreement, the Executive
       shall not be entitled to receive any payment or compensation for loss
       of office or otherwise by reason of the resignation. If the Executive
       fails to resign as mentioned the Company is irrevocably authorized to
       appoint some person in his or her name and on the Executive's behalf
       to sign any documents or do any things necessary or requisite to give
       effect to such resignation.

12.    COMPANY PROPERTY

12.1.  COMPANY PROPERTY. The Executive acknowledges that all items of any and
       every nature or kind created or used by the Executive pursuant to the
       Executive's employment under this Agreement, or furnished by the
       Company to the Executive, and all equipment, automobiles, cellular
       phones, credit cards, books, records, reports, files, diskettes,
       manuals, literature, confidential information or other materials shall
       remain and be considered the exclusive property of the Company at all
       times and shall be surrendered to the Company, in good condition,
       promptly at the request of the Company, or in the absence of a request,
       on the termination of the Executive's employment with the Company.

13.    SUCCESSORS AND ASSIGNS

13.1.  SUCCESSORS AND ASSIGNS. This Agreement shall enure to the benefit of,
       and be binding on, the parties and their respective heirs,
       administrators, executors, successors and permitted assigns. The
       Company shall have the right to assign this Agreement to any successor
       (whether direct or indirect, by purchase, amalgamation, arrangement,
       merger, consolidation or otherwise) to all or substantially all of the
       business and/or assets of the Company provided only that the Company
       must first require the successor to expressly assume and agree to
       perform this Agreement in the same manner and to the same extent that
       the Company would be required to perform it if no such succession had
       taken place. The Executive by his signature hereto expressly consents
       to such assignment. The Executive shall not assign or transfer,
       whether absolutely, by way of security or otherwise, all or any part
       of the his rights or obligations under this Agreement without the
       prior written consent of the Company.


                                       12

<PAGE>   13


14.    NOTICES

14.1.  NOTICE TO EXECUTIVE. Any notice required or permitted to be given to
       the Executive shall be sufficiently given if delivered to the
       Executive personally or if mailed by registered mail to the
       Executive's address last known to the Company, or if delivered to the
       Executive via facsimile.

14.2.  NOTICE TO COMPANY. Any notice required or permitted to be given to the
       Company shall be sufficiently given if mailed by registered mail to
       the Company's Head Office at its address last known to the Executive,
       or if delivered to the Company via facsimile.

15.    SEVERABILITY

15.1.  SEVERABILITY. In the event that any provision or part of this
       Agreement shall be deemed void or invalid by a court of competent
       jurisdiction, the remaining provisions or parts shall be and remain in
       full force and effect.

16.    ENTIRE AGREEMENT

16.1.  ENTIRE AGREEMENT. This document constitutes the entire Agreement
       between the parties with respect to the employment and appointment of
       the Executive and any and all previous agreements, written or oral,
       express or implied, between the parties or on their behalf, relating
       to the employment and appointment of the Executive by the Company, are
       terminated and cancelled and each of the parties releases and forever
       discharges the other of and from all manner of actions, causes of
       action, claims and demands whatsoever, under or in respect of any
       agreement.

17.    MODIFICATION OF AGREEMENT

17.1.  MODIFICATION. Any modification to this Agreement must be in writing
       and signed by the parties or it shall have no effect and shall be
       void.

18.    HEADINGS

18.1.  HEADINGS. The headings used in this Agreement are for convenience only
       and are not to be construed in any way as additions to or limitations
       of the covenants and agreements contained in it.

19.    GOVERNING LAW

19.1.  GOVERNING LAW. This Agreement shall be construed in accordance with
       the laws of the Province of Quebec.

20.    SATISFACTION OF ALL CLAIMS

20.1.  SATISFACTION OF ALL CLAIMS. The terms set out in this Agreement,
       provided that such terms are satisfied by the Company, are in lieu of
       (and not in addition to) and in full


                                       13

<PAGE>   14


       satisfaction of any and all other claims or entitlements which the
       Executive has or may have upon the termination of the Executive's
       employment and the compliance by the Company with these terms will
       cause a full and complete release of the Company and its parent and
       their respective affiliates, associates, subsidiaries and related
       companies from any and all claims which the Executive may have for
       whatever reason or cause in connection with the Executive's employment
       and the termination of it, other than those obligations specifically
       set out in this Agreement. In agreeing to the terms set out in this
       Agreement, the Executive specifically agrees to execute a formal
       release document to that effect and will deliver upon request
       appropriate resignations from all offices and positions with the
       Company and its parent and their respective affiliated, associated,
       subsidiary or related companies if, as and when requested by the
       Company upon termination of his employment within the circumstances
       contemplated by this Agreement.

21.    ACKNOWLEDGEMENT

21.1.  ACKNOWLEDGEMENT.  The Executive acknowledges that:

      (a) he has had sufficient time to review this Agreement thoroughly;

      (b) he has read and understands the terms of this Agreement and the
          obligations hereunder;

      (c) he has been given an opportunity to obtain independent legal advice
          concerning the interpretation and effect of this Agreement;

      (d) he has been provided an adequate explanation of the nature and scope
          of each of the terms of this Agreement; and

      (e) he has received a fully executed original copy of this Agreement.

22.   The parties acknowledge that they have agreed that the present
      Agreement as well as all documents and notices given pursuant hereto
      or relating directly or indirectly hereto may be drawn up in English.
      Les parties reconnaissent avoir accepte que la presente convention
      ainsi que tout document execute et avis donne directement ou
      indirectement a la suite ou relativement a la presente convention
      puissent etre rediges en anglais.

IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT

ON May 7th, 2001                         IN  St. Laurent, Canada
   -------------------------------          ------------------------------------


                                       14
<PAGE>   15


LUMENON INNOVATIVE LIGHTWAVE
TECHNOLOGY INC.

/s/ Pierre-Andre Roy                           /s/ Gary Moskovitz
------------------------------------------     ---------------------------------
DULY AUTHORIZED REPRESENTATIVE, AS PER THE     GARY MOSKOVITZ
RESOLUTION OF THE BOARD OF DIRECTORS
PIERRE-ANDRE ROY




/s/ Benoit Belisle
------------------------------------------
WITNESS - Benoit Belisle






                                       15
<PAGE>   16




                                   SCHEDULE I
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                   RELOCATION COSTS ESTIMATED BUDGET (CALIFORNIA TO QUEBEC)
----------------------------------------------------------------------------------------------
                                                   US$             CAN$               TOTAL
----------------------------------------------------------------------------------------------

<S>                                            <C>              <C>                  <C>
Packing and moving(1)                          $ 18,000
Real estate fees (estimated 6% on $900,000)    $ 54,000
Legal fees                                     $ 10,500

Inspection fees                                                  $ 1,000
Legal fees                                                       $ 1,000
Lump-sum improvement allowance                                   $19,000
                                                                (non-taxable)

Tax transfer                                                     $13,500

Total                                          $ 82,500          $34,500

                         (converted to CAN)    $128,889          $34,500             $163,389


* Those costs represent the maximum amounts payable by the Company.
All expenses are paid upon provision of invoices .

----------------------------------------------------------------------------------------------
</TABLE>


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

(1)  Company agrees to transport, via an appropriate transportation means,
     Executive's 1998 Mercedes S320 automobile from California to Montreal, with
     the request of the Executive, prior to the packing and shipping of the
     household goods, inclusive of the second automobile owned by the Executive,
     associated with the sale of his home in California and the purchase of a
     home in Montreal.

     If required, reasonable costs for storage in Canada of the Executive's
     goods for a ninety (90) day period will be reimbursed to the Executive upon
     provision of invoices.


<PAGE>   17


                                   SCHEDULE II

--------------------------------------------------------------------------------
            BOUNCE-BACK COSTS ESTIMATED BUDGET (QUEBEC TO CALIFORNIA)
--------------------------------------------------------------------------------

                                                                   CAN$

Packing and moving                                              $  30,000
Real estate fees
(estimated 6% on $1,000,000)                                    $  60,000
Other expenses                                                  $  16,000

Total                                                           $ 106,000


* Those costs represent the maximum amounts payable by the Company. All
  expenses are paid upon provision of invoices.

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