EXHIBIT 4.31
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                               EXFO PROTOCOL INC.


                         EXECUTIVE EMPLOYMENT AGREEMENT





                                   SAMI YAZDI

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                                TABLE OF CONTENTS


1.       Definitions.....................................................      1

2.       Employment and Term.............................................      4

3.       Nature of Employment............................................      4

4.       Remuneration....................................................      5
         4.1.     Basic Remuneration.....................................      5
         4.2.     Benefits...............................................      5
         4.3.     Bonus Remuneration.....................................      5

5.       Expenses........................................................      5

6.       Vacation........................................................      5

7.       Termination.....................................................      6
         7.1.     Notice.................................................      6
         7.2.     Effective Date.........................................      6
         7.3.     Stop Work Notice.......................................      7
         7.4.     No Other Entitlement...................................      7

8.       No Conflicting Obligations......................................      8

9.       Confidential Information........................................      8
         9.1.     Protection of Confidential Information.................      8
         9.2.     Covenants Respecting Confidential Information..........      8
                9.2.1.   Non-Disclosure..................................      8
                9.2.2.   Using, Copying, etc.............................      9
                9.2.3.   Return of Confidential Information..............      9
         9.3.     Obligations Continue...................................      9

10.      Competition and Solicitation....................................      9
         10.1.    Non-Competition........................................      9
         10.2.    No Solicitation of Clients and Suppliers...............     10
         10.3.    No Solicitation of Employees...........................     10
         10.4.    Independent Covenants..................................     10

11.      Intellectual Property...........................................     10
         11.1.    Ownership..............................................     10
         11.2.    Records................................................     11
         11.3.    Moral Rights...........................................     11
         11.4.    Further Assurances.....................................     11

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12.      Warranties, Covenants and Remedies..............................     11

13.      Co-operation by Executive.......................................     12

14.      Notices.........................................................     12

15.      Headings........................................................     12

16.      Invalidity of Provisions........................................     12

17.      Entire Agreement................................................     13

18.      Waiver, Amendment...............................................     13

19.      Governing Law and Attornment....................................     13

20.      Counterparts....................................................     13

21.      Acknowledgement.................................................     13


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EXFO PROTOCOL INC.

EXECUTIVE EMPLOYMENT AGREEMENT


RECITALS:

A.       The corporation specified in Schedule A (the "Corporation") is a member
         of the corporate group of companies of EXFO Electro-Optical Engineering
         Inc. ("EXFO") (the "EXFO Group") and is in the business of researching,
         developing, manufacturing and supporting photonics technology.

B.       The Corporation and the undersigned employee named in Schedule "A" (the
         "Executive") wish to enter into this Agreement to set forth the rights
         and obligations of each of them with respect to the Executive's
         employment with the Corporation, for their mutual benefit and to
         reflect the nature of the Executive's employment by the Corporation.

C.       To the extent that the Executive has been engaged by the Corporation
         prior to the date of this Agreement, the Executive acknowledges
         entering into this Agreement (in part) in consideration of the specific
         and additional benefits provided by this Agreement that supplement and
         clarify rights existing under any preceding agreement.

NOW THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED
IN THIS AGREEMENT AND OTHER GOOD AND VALUABLE CONSIDERATION (THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED), THE CORPORATION AND THE EXECUTIVE
AGREE AS FOLLOWS:

1.                DEFINITIONS

                  In this Agreement,

         "AGREEMENT" means this agreement and all schedules attached to this
         agreement, in each case as they may be amended or supplemented from
         time to time;

         "BASIC SALARY" has the meaning set out in section 4.1;

         "BENEFITS" has the meaning set out in section 4.2;

         "BUSINESS DAY" means any day, other than Saturday, Sunday or any
         statutory holiday in the Province of Quebec;

         "COMPETITIVE BUSINESS" means currently any business which develops,
         manufactures and sells high-performance test, measurement and
         automation instruments that are used in a variety of applications in
         the telecommunications and data communications networking industries
         and includes any other technologies and/or applications which are
         directly

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         competitive with the business of the Corporation as the business of the
         Corporation may change from time to time;

         "CONFIDENTIAL INFORMATION" means information, whether or not originated
         by the Executive, that relates to the business or affairs of any entity
         in the EXFO Group, its clients or suppliers and is confidential or
         proprietary to, about or created by any entity in the EXFO Group, its
         clients or suppliers.

(a)               Confidential Information includes, but is not limited to, the
                  following types of information and other information of a
                  similar nature (whether or not reduced to writing or
                  designated or marked as confidential):

                  (i)      work product resulting from or related to work or
                           projects performed or to be performed by any entity
                           in the EXFO Group, including but not limited to, the
                           interim and final lines of inquiry, hypotheses,
                           research and conclusions related thereto and the
                           methods, processes, procedures, analysis, techniques
                           and audits used in connection therewith;

                  (ii)     computer software of any type or form and in any
                           stage of actual or anticipated development, including
                           but not limited to, programs and program modules,
                           routines and subroutines, procedures, design
                           concepts, design specifications (design notes,
                           annotations, documentation, flowcharts, coding
                           sheets, and the like), source code, object code and
                           load modules, programming, program patches and system
                           designs;

                  (iii)    information relating to developments (as hereinafter
                           defined) prior to any public disclosure thereof,
                           including but not limited to, the nature of the
                           developments, production data, technical and
                           engineering data, test data and test results, the
                           status and details of research and development of
                           products and services, and information regarding
                           acquiring, protecting, enforcing and licensing
                           proprietary rights (including patents, copyrights and
                           trade secrets);

                  (iv)     internal EXFO Group personnel and financial
                           information, vendor names and other vendor
                           information, purchasing and internal cost
                           information, internal services and operational
                           manuals, and the manner and method of conducting
                           business by entities in the EXFO Group;

                  (v)      marketing and development plans, price and cost data,
                           price and fee amounts, pricing and billing policies,
                           quoting procedures, marketing techniques and methods
                           of obtaining business, forecasts and forecast
                           assumptions and volumes, and future plans and
                           potential strategies of the EXFO Group or any entity
                           in the EXFO Group which have been or are being
                           discussed;

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                  (vi)     contracts and their contents, client services, data
                           provided by clients and the type, quantity and
                           specifications of products and services purchased,
                           leased, licensed or received by clients of the
                           entities in the EXFO Group; and

                  (vii)    all information which becomes known to the Executive
                           as a result of employment, which the Executive acting
                           reasonably, believes is confidential information or
                           which any entity in the EXFO Group takes measures to
                           protect.

(b)               Confidential Information does not include:

                  (i)      the general skills and experience gained during the
                           Executive's employment or engagement which the
                           Executive could reasonably have been expected to
                           acquire in similar employment or engagements with
                           other companies;

                  (ii)     information publicly known without breach of this
                           Agreement or similar agreements; or

                  (iii)    information, the disclosure of which is required to
                           be made by any law, regulation, governmental
                           authority or court (to the extent of the
                           requirement), provided that before disclosure is
                           made, notice of the requirement is provided to the
                           affected entity in the EXFO Group, and to the extent
                           possible in the circumstances, such entity is
                           afforded an opportunity to dispute the requirement.

         "DEVELOPMENTS" means all discoveries, inventions, designs, works of
         authorship, improvements and ideas (whether or not patentable or
         copyrightable) and legally recognized proprietary rights (including,
         but not limited to, patents, copyrights, trademarks, topographies,
         know-how and trade secrets), and all records and copies of records
         relating to the foregoing, that:

                  (a)      result or derive from the Executive's employment or
                           from the Executive's knowledge or use of Confidential
                           Information;

                  (b)      are conceived or made by the Executive (individually
                           or in collaboration with others) during the term of
                           the Executive's employment by the Corporation or by
                           another entity in the EXFO Group;

                  (c)      result from or derive from the use or application of
                           the resources of the Corporation or of another entity
                           in the EXFO Group; or

                  (d)      relate to the business operations of or actual or
                           demonstrably anticipated research and development by
                           the EXFO Group or an entity in the EXFO Group;

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         "DISABILITY" means the mental or physical state of the Executive such
         that the Executive has been unable as a result of illness, disease,
         mental or physical disability or similar cause, as determined by a
         legally qualified practitioner selected by the Corporation, to fulfil
         the Executive's obligations under this Agreement either for any
         consecutive 120-day period or for any period of 180 days (whether or
         not consecutive) in any consecutive 730-day period;

         "EMPLOYMENT PERIOD" has the meaning attributed to such term in section
         2;

         "JUST CAUSE" means: (i) theft, fraud, dishonesty, or misconduct by the
         Executive involving the property, business or affairs of the
         Corporation or the carrying out of the Executive's duties; (ii) any
         material breach or non-observance by the Executive of any term of this
         Agreement that is capable of correction, after notice by the
         Corporation of the failure to do so and an opportunity for the
         Executive to correct the same within a reasonable time from the date of
         receipt of such notice, or (iii) any breach or threatened breach of any
         of sections 8, 9, 10, 11 or 12;

         "PERSON" means any individual, partnership, limited partnership, joint
         venture, syndicate, sole proprietorship, company or corporation with or
         without share capital, unincorporated association, trust, trustee,
         executor, administrator or other legal personal representative,
         regulatory body or agency, government or governmental agency, authority
         or entity however designated or constituted;

         "STOP WORK NOTICE" has the meaning set out in section 7.3;

         "TERMINATION DATE" has the meaning set out in section 7.2; and

         "YEAR OF EMPLOYMENT" means any 12 month period commencing on the date
         of commencement of the Executive's employment as set out in Schedule
         "A" or on any anniversary of that date.

2.                EMPLOYMENT AND TERM

                  The Corporation will employ the Executive, and the Executive
will serve the Corporation, in the office set out in Schedule "A" with effect
from the date set out in Schedule "A", until the effective date that the
Executive's employment is terminated in accordance with section 7 (the
"Employment Period").

3.                NATURE OF EMPLOYMENT

         3.1.     The Executive will perform the duties at the office in
Montreal, Quebec as set out in Schedule "A".

         3.2.     During the Employment Period, the Executive will faithfully,
honestly and diligently serve the Corporation and the EXFO Group. The Executive
will (except in the case of illness or accident) devote all of the Executive's
business time and attention to the Executive's employment and will use the
Executive's best efforts to promote the interests of the Corporation

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and of the EXFO Group. Unless otherwise specified in Schedule "A", the Executive
appreciates that the Executive's duties may involve significant travel from the
Executive's place of employment (both within and outside of Canada), and the
Executive agrees to travel as reasonably required in order to fulfil the
Executive's duties.

         3.3.     The Executive will comply with all rules, regulations and
instructions of the Corporation now in force, or that may be adopted from time
to time, and communicated by the Corporation to its executives generally.

4.                REMUNERATION

         4.1.     BASIC REMUNERATION. The Corporation will pay the Executive a
gross annual salary (the "Basic Salary") as set out in Schedule "A". The Basic
Salary will be payable in periodic equal instalments in accordance with the
practices of the Corporation applicable to its other senior executives. The
Corporation will review the Executive's Basic Salary at least annually, with a
view to considering increases, as appropriate.

         4.2.     BENEFITS. The Executive will be entitled to participate in all
benefit plans, funds or arrangements available from time to time to senior
executive officers of the Corporation (the "Benefits") (currently the benefits
set out in Schedule "A"). In addition, the Corporation will continue to pay to
the Executive amounts in respect of Basic Salary during the qualification period
before the long-term disability plan becomes effective (provided that this
requirement may be superseded by new provisions in the standard benefits package
which are at least as favourable to the Executive).

         4.3.     BONUS REMUNERATION. The Executive will be entitled to receive
bonus remuneration, if any, in respect of each Year of Employment during the
Employment Period, as the board of directors of the Corporation, in its sole
discretion, may authorize in accordance with the terms of any management
incentive compensation plan of the Corporation in effect from time to time. The
terms of any management incentive compensation of the Corporation will be
detailed to the Executive at the beginning of each fiscal year, in the absence
of which the plan in effect in the prior fiscal year will remain in place.

5.                EXPENSES

                  The Corporation will, upon presentation of expense statements
or receipts and any other supporting documentation as the Corporation may
reasonably require, pay or reimburse the Executive in accordance with the
Corporation's expense policies for all travel and out-of-pocket expenses
reasonably incurred or paid by the Executive in the performance of the
Executive's duties and responsibilities.

6.                VACATION

                  The Executive will be entitled during each Year of Employment
during the Employment Period to vacation time with pay as set out below:

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                  2 years of directly related experience - 2 weeks of vacation
                  per year

                  2 to 10 years of directly related experience - 3 weeks of
                  vacation per year

                  + 10 years of directly related experience - 4 weeks of
                  vacation per year

                  Vacation will be taken by the Executive at times reasonably
acceptable to the Corporation having regard to its operations. Except as
provided under applicable employment legislation and except with respect to
vacation accrued prior to the date hereof, which may be carried over until not
lather than December 31, 2002, the Executive shall not be entitled to carry over
any unused portion of vacation to the following Year of Employment and will lose
the entitlement to such unused portion.

7.                TERMINATION

         7.1.     NOTICE. The Executive's employment may be terminated at any
time:

                  7.1.1.   by the Corporation without prior notice and without
                           further obligations under this Agreement to the
                           Executive for reasons of Just Cause or because of the
                           occurrence of Disability;

                  7.1.2.   by the Executive on giving prior written notice as
                           set out in Schedule "A"; or

                  7.1.3.   in any other case by the Corporation on giving prior
                           written notice as set out in Schedule "A", provided
                           that if, in the case of termination by the
                           Corporation under this section 7.1.3, the Executive
                           is entitled under applicable employment legislation
                           to a longer period of notice than that set out in
                           Schedule "A", the notice to be given by the
                           Corporation under this section 7.1.3 will be that
                           minimum period of notice that is required under such
                           employment legislation and no more.

The Executive's employment will be automatically terminated, without further
obligation on the part of the Corporation or the EXFO Group, upon the
Executive's death.

         7.2.     EFFECTIVE DATE. The effective date on which the Executive's
employment will be deemed to have been terminated under this section 7 (the
"Termination Date") will be:

                  7.2.1.   in the case of termination under section 7.1.1, the
                           day on which the Executive is deemed, under section
                           14, to have received notice from the Corporation of
                           termination;

                  7.2.2.   in the case of termination under section 7.1.2 or
                           7.1.3, the last day of the minimum period referred to
                           in the relevant section; and

                  7.2.3.   in the case of the death of the Executive, on the
                           date of the Executive's death.

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         7.3.     STOP WORK NOTICE. Notwithstanding the foregoing, where the
Corporation is giving or has given written notice to the Executive, pursuant to
section 7.1.3 above, the Corporation will have the right, at any time prior to
the end of the Employment Period, by giving notice to the Executive (a "Stop
Work Notice") to require that the Executive cease to perform the Executive's
duties and responsibilities and cease attending the Corporation's premises
immediately upon the giving of the Stop Work Notice. The Executive will, as
requested in these circumstances, resign all offices held in with entities in
the EXFO Group.

         If a Stop Work Notice is given, the Corporation will continue to pay
the Executive to the end of the Employment Period. For that purpose, in
calculating the Executive's entitlement to Basic Salary the Executive will be
considered to have been actively employed by the Corporation to the end of the
Employment Period, and the Basic Salary will be the actual Basic Salary on the
date on which notice was given under section 7.1.3. The Executive will be
entitled to Benefits only if permitted by the terms of any fund, plan or
arrangement. To the extent that continued participation in Benefits is not
permitted, the Corporation will pay to the Executive the amount of contributions
the Corporation would otherwise have been required to make with respect to any
relevant fund, plan or arrangement to the end of the Employment Period.

                  Subject to this paragraph, the Executive will not be required
to mitigate the Executive's loss in these circumstances, or to account to the
Corporation for any amount earned that might otherwise be considered to mitigate
the liability of the Corporation to make the payments described above. If the
Executive accepts alternative employment during the notice period, all
obligations of the Corporation in respect of the continuation of benefits or
payments of premiums in lieu will cease with effect as to the date of
commencement of the alternative employment. The Executive will advise the
Corporation forthwith of the acceptance of any employment relevant to this
paragraph.

         7.4.     NO OTHER ENTITLEMENT. Except as provided above in this section
7, where the Executive's employment has been terminated by the Executive or
terminated or deemed to have been terminated by the Corporation for any reason,
the Executive will not be entitled, except to the extent required under any
mandatory employment standard under applicable employment legislation, to
receive any bonus, any payment as termination pay, severance pay, pay in lieu of
notice, or as damages. Except as to any entitlement as provided above, the
Executive hereby waives any claims the Executive may have against the
Corporation for or in respect of termination pay, severance pay, or on account
of loss of office or employment or notice in lieu thereof or damages in lieu
thereof (other than rights to accrued and unpaid Basic Salary and to
reimbursement for expenses pursuant to section 5). Payments to the Executive
upon termination in accordance with this Agreement by the Corporation will be
deemed to include and to satisfy entitlement to termination pay, vacation pay
and severance pay pursuant to applicable employment legislation to the extent of
those payments. Receipt by the Executive of payments in accordance with this
Agreement will be deemed to constitute a full and final release and discharge by
the Executive of the Corporation, the entities in the EXFO Group and all of
their directors, officers and agents (for each of whom and for this purpose the
Corporation contracts as a trustee) from all claims in respect of the
Executive's hiring by, employment with and termination of employment with the
Corporation.

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8.                NO CONFLICTING OBLIGATIONS

         8.1. The Executive warrants to the Corporation that:

                  8.1.1.   the performance of the Executive's duties as an
                           employee of the Corporation will not breach any
                           agreement or other obligation to keep confidential
                           the proprietary information of any third party; and

                  8.1.2.   the Executive is not bound by any agreement with or
                           obligation to any third party that conflicts with the
                           Executive's obligations as an employee of the
                           Corporation or that may affect any interest of an
                           entity in the EXFO Group in Developments.

         8.2.     The Executive will not, in the performance of the Executive's
duties as an employee of the Corporation:

                  8.2.1.   improperly bring to the Corporation or use any trade
                           secrets, confidential information or other
                           proprietary information of any third party; or

                  8.2.2.   knowingly infringe the intellectual property rights
                           of any third party.

9.                CONFIDENTIAL INFORMATION

         9.1.     PROTECTION OF CONFIDENTIAL INFORMATION. All Confidential
Information, whether it is developed by the Executive during the Employment
Period or by others employed or engaged by or associated with any entity in the
EXFO Group, is the exclusive and confidential property of such entity in the
EXFO Group or its clients, as the case may be, and will at all times be regarded
and protected as such, as provided in this Agreement.

         9.2.     COVENANTS RESPECTING CONFIDENTIAL INFORMATION. As a
consequence of the acquisition of Confidential Information, the Executive will
occupy a position of trust and confidence with respect to the affairs and
business of each entity in the EXFO Group and their clients. In view of the
foregoing, it is reasonable and necessary for the Executive to make the
following covenants regarding the Executive's conduct during and subsequent to
the Executive's employment by the Corporation:

                  9.2.1.   NON-DISCLOSURE. At all times during and subsequent to
                           the Executive's employment with the Corporation, the
                           Executive will not disclose Confidential Information
                           to any person or entity (other than as necessary in
                           carrying out the Executive's duties on behalf of the
                           Corporation) without first obtaining the consent of
                           the affected entity in the EXFO Group, and the
                           Executive will take all reasonable precautions to
                           prevent inadvertent disclosure of any Confidential
                           Information. This prohibition includes, but is not
                           limited to, disclosing or confirming the fact that
                           any similarity exists between the Confidential
                           Information and any other information.

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                  9.2.2.   USING, COPYING, ETC. At all times during and
                           subsequent to the Executive's employment with the
                           Corporation, the Executive will not use, copy,
                           transfer or destroy any Confidential Information
                           (other than as necessary in carrying out the
                           Executive's duties on behalf of the Corporation)
                           without first obtaining the consent of the affected
                           entity in the EXFO Group, and the Executive will take
                           all reasonable precautions to prevent inadvertent
                           use, copying, transfer or destruction of any
                           Confidential Information. This prohibition includes,
                           but is not limited to, licensing or otherwise
                           exploiting, directly or indirectly, any products or
                           services which embody or are derived from
                           Confidential Information or exercising judgment or
                           performing analysis based upon knowledge of
                           Confidential Information.

                  9.2.3.   RETURN OF CONFIDENTIAL INFORMATION. Within five days
                           after the termination of the Executive's employment
                           by the Corporation on any basis, or of receipt by the
                           Executive of a written request, the Executive will
                           promptly deliver to the applicable entity in the EXFO
                           Group all property of or belonging to or administered
                           by such entity, including without limitation, all
                           Confidential Information that is embodied in any
                           physical or ephemeral form, whether in hard copy or
                           on magnetic media, and that is within the Executive's
                           possession or under the Executive's control.

         9.3.     OBLIGATIONS CONTINUE. The Executive's obligations under this
section 9 are to remain in effect perpetually and will exist and continue in
full force and effect notwithstanding any breach or repudiation or any alleged
breach or repudiation of this Agreement by the Corporation.

10.               COMPETITION AND SOLICITATION

         10.1.    NON-COMPETITION. The Executive acknowledges that employment by
the Corporation will give the Executive access to Confidential Information, and
that the Executive's knowledge of Confidential Information will enable the
Executive to put the Corporation at a significant competitive disadvantage if
the Executive is employed or engaged by or becomes involved in a Competitive
Business. Accordingly, during the Employment Period and for the relevant period
of time after the Termination Date as set out in Schedule "A", the Executive
will not, directly or indirectly, individually or in partnership or in
conjunction with any Person:

                  10.1.1.  be engaged, directly or indirectly, in any manner
                           whatsoever, including, without limitation, either
                           individually or in partnership, jointly or in
                           conjunction with any other Person, or as an employee,
                           consultant, adviser, principal, agent, member or
                           proprietor in any Competitive Business; or

                  10.1.2.  advise, invest in, lend money to, guarantee the debts
                           or obligations of, or otherwise have any other
                           financial or other interest (including an interest

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                           by way of royalty or other compensation arrangements)
                           in or in respect of any Person which carries on a
                           Competitive Business.

The restriction in section 10.1.2 above will not prohibit the Executive from
holding not more than five percent of the issued shares of a public company
listed on any recognized stock exchange or traded on any BONA FIDE "over the
counter" market anywhere in the world.

                  For greater certainty, the Executive's obligations under this
section 10.1 are in addition to the obligations respecting disclosure and use of
Confidential Information in section 9.

         10.2.    NO SOLICITATION OF CLIENTS AND SUPPLIERS. The Executive
acknowledges the importance to the business carried on by the EXFO Group of the
client and supplier relationships developed by it and the unique opportunity
that the Executive's employment and the Executive's access to the Confidential
Information offers to interfere with these relationships. Accordingly, during
the Employment Period and for the relevant period of time after the Termination
Date as set out in Schedule "A", the Executive will not, directly or indirectly,
contact or solicit any person who the Executive knows to be a prospective,
current or former client or supplier of any entity in the EXFO Group for the
purpose of (i) selling to the client any products or services that are the same
as or substantially similar to, or in any way competitive with, the products or
services sold by entities in the EXFO Group; or (ii) buying from such supplier
any products or services that are used or intended for use in any products or
services that are the same as or substantially similar to, or in any way
competitive with, the products or services sold by entities in the EXFO Group,
and in each case during the Executive's employment or at the end thereof, as the
case may be.

         10.3.    NO SOLICITATION OF EMPLOYEES. The Executive acknowledges the
importance to the business carried on by the entities in the EXFO Group of the
human resources engaged and developed by it and the unique access the
Executive's employment offers to interfere with these resources. Accordingly,
during the Employment Period and for the relevant period of time after the
Termination Date as set out in Schedule "A", the Executive will not induce or
solicit, attempt to induce or solicit or assist any third party in inducing or
soliciting any employee or consultant of any entity in the EXFO Group, to leave
such entity or to accept employment or engagement elsewhere.

         10.4.    INDEPENDENT COVENANTS. Each of sections 10.1, 10.2 and 10.3
will be construed as constituting obligations independent of any other
obligations of the Executive pursuant to this Agreement. The existence of any
claim or cause of action the Executive may have or assert against the
Corporation, whether based on this Agreement or otherwise, will not constitute a
defence to the enforcement by the Corporation of any of the covenants and
agreements in such foregoing sections.

11.               INTELLECTUAL PROPERTY

         11.1.    OWNERSHIP. All Developments will be the exclusive property of
the Corporation or of the relevant entity in the EXFO Group and the Corporation,
or such relevant entity, will have sole discretion to deal with Developments.
For greater certainty, all work done during the

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Employment Period by the Executive for the Corporation or another entity in the
EXFO Group is a work for hire of which the Corporation, or the other relevant
entity in the EXFO Group, as the case may be, is the first author for copyright
purposes and in respect of which all copyright will vest in the Corporation or
the relevant entity in the EXFO Group, as the case may be.

         11.2.    RECORDS. The Executive will keep complete, accurate and
authentic notes, reference materials, data and records of all Developments in
the manner and form requested by the Corporation.

All these materials will be Confidential Information upon their creation.

         11.3.    MORAL RIGHTS. The Executive hereby irrevocably waives all
moral rights arising under the COPYRIGHT ACT (Canada) as amended (or any
successor legislation of similar effect) or similar legislation in any
applicable jurisdiction, or at common law, that the Executive may have now or in
the future with respect to the Developments, including, without limitation, any
rights the Executive may have to have the Executive's name associated with the
Developments or to have the Executive's name not associated with the
Developments, any rights the Executive may have to prevent the alteration,
translation or destruction of the Developments, and any rights the Executive may
have to control the use of the Developments in association with any product,
service, cause or institution. The Executive agrees that this waiver may be
invoked by the Corporation, and by any of its authorized agents or assignees, in
respect of any or all of the Developments.

         11.4.    FURTHER ASSURANCES. The Executive will do all further things
that may be reasonably necessary or desirable in order to give full effect to
the foregoing. If the Executive's co-operation is required in order for any
entity in the EXFO Group to obtain or enforce legal protection of the
Developments following the termination of the Executive's employment, the
Executive will provide that co-operation so long as the Corporation pays to the
Executive reasonable compensation for the Executive's time at a rate to be
agreed, provided that the rate will not be less than the last Base Salary or
compensation rate paid to the Executive by the Corporation during the
Executive's employment.

12.               WARRANTIES, COVENANTS AND REMEDIES

         12.1.    The obligations of the Executive as set forth in sections 8,
9, 10 and 11 of this Agreement will be deemed to have commenced as of the date
on which the Executive was first employed by an entity in the EXFO Group. The
Executive warrants that the Executive has not, to date, breached any of the
obligations set forth in any of those sections. Any breach or threatened breach
of those sections by the Executive will constitute Just Cause for immediate
termination of the Executive's employment or engagement by the Corporation.

         12.2.    The Executive understands that the entities in the EXFO Group
have expended significant financial resources in developing their products and
the Confidential Information. Accordingly, a breach or threatened breach by the
Executive of any of sections 8, 9, 10, 11 or 12.1, could result in unfair
competition with entities in the EXFO Group and could result in the Corporation,
the other entities in the EXFO Group and their respective shareholders suffering

<PAGE>

                                     - 12 -


irreparable harm that is not capable of being calculated and that cannot be
fully or adequately compensated by the recovery of damages alone. Accordingly,
the Executive agrees that the Corporation and/or the relevant entity in the EXFO
Group will be entitled to interim and permanent injunctive relief, specific
performance and other equitable remedies, in addition to any other relief to
which the Corporation or such entity may become entitled.

         12.3.    The Executive's obligations under each of sections 8, 9, 10,
11, 12.1 and 12.2 are to remain in effect in accordance with each of their terms
and will exist and continue in full force and effect despite any breach or
repudiation, or alleged breach or repudiation, of this Agreement or the
Executive's employment (including, without limitation, the Executive's wrongful
dismissal) by the Corporation.

13.               CO-OPERATION BY EXECUTIVE

                  The Executive will co-operate in all respects with the
Corporation if a question arises as to whether the Executive has a Disability.
Without limitation, the Executive will authorize the Executive's medical doctor
or other health care specialist to discuss the condition of the Executive with
the Corporation and will as reasonably requested by the Corporation submit to
examination by a medical doctor or other health care specialist selected by the
Corporation.

14.               NOTICES

                  Any notice or other communication required or permitted to be
given hereunder must be in writing, and must be given by facsimile or other
means of electronic communication or by hand-delivery as hereinafter provided,
except that any notice of termination by the Corporation under section 7 above
must be hand-delivered or given by registered mail. Any notice of other
communication, if mailed by registered mail, will be deemed to have been
received on the day that mail is delivered by the post office, or if sent by
facsimile, will be deemed to have been received on the Business Day following
the sending, or if delivered by hand to the Executive will be deemed to have
been received at the time it is delivered to the Executive or, if delivered to
the Executive or the Corporation at the applicable address set out in Schedule
"A", when it is delivered to the Executive or the Corporation at the applicable
address set out in Schedule "A", when it is delivered either to the individual
set out in Schedule "A" or to an individual at that address having apparent
authority to accept deliveries on behalf of the addressee. Notice of change of
address will also be governed by this section. Notices and other communications
must be addressed as set out in Schedule "A".

15.               HEADINGS

                  The inclusion of headings in this Agreement is for convenience
of reference only and is not to affect construction or interpretation.

16.               INVALIDITY OF PROVISIONS

                  Each of the provisions contained in this Agreement is distinct
and severable and a declaration of invalidity or unenforceability of any
provision by a court of competent jurisdiction will not affect the validity or
enforceability of any other provision.

<PAGE>

                                     - 13 -


17.               ENTIRE AGREEMENT

                  This Agreement and the attached Schedule "A" constitute the
entire agreement between the parties pertaining to the subject matter of this
Agreement. This Agreement supersedes and replaces all prior agreements, if any,
written or oral, with respect to the Executive's employment by the Corporation
and any rights which the Executive may have by reason of any prior agreement or
by reason of the Executive's prior employment, if any, by another entity in the
EXFO Group. There are no warranties, representations or agreements between the
parties in connection with the subject matter of this Agreement except as
specifically set forth or referred to in this Agreement. No reliance is placed
on any representation, opinion, advice or assertion of fact made by the
Corporation, any other entity in the EXFO Group or their respective directors,
officers and agents (for each of whom and for this purpose the Corporation
contracts as trustee) to the Executive, except to the extent that the same has
been reduced in writing and included as a term of this Agreement. Accordingly,
there will be no liability, either in tort or in contract, assessed in relation
to any representation, opinion, advice or assertion of fact, except to the
extent aforesaid.

18.               WAIVER, AMENDMENT

                  Except as expressly provided in this Agreement, no amendment
or waiver of this Agreement will be binding unless executed in writing by the
party to be bound. No waiver of any provision of this Agreement will constitute
a waiver of any other provision nor will any waiver of any provision of this
Agreement constitute a continuing waiver unless otherwise expressly provided.

19.               GOVERNING LAW AND ATTORNMENT

                  This Agreement will be governed exclusively by and construed
in accordance with the laws of Quebec and the laws of Canada applicable therein.
The parties attorn to the non-exclusive jurisdiction of the Courts of Quebec.

20.               COUNTERPARTS

                  This Agreement may be signed in counterparts. Each counterpart
will constitute an original document and all counterparts, taken together, will
constitute one and the same instrument. Executed counterparts may be delivered
by telecopier or other electronic delivery.

21.               ACKNOWLEDGEMENT

                  The Executive acknowledges that:

                  (i)      the Executive has received a copy of this Agreement;

                  (ii)     the Executive has had sufficient time to review and
                           consider this Agreement thoroughly;

<PAGE>

                                     - 14 -


                  (iii)    the Executive has read and understands the terms of
                           this Agreement and the Executive's obligations under
                           this Agreement;

                  (iv)     the restrictions placed upon the Executive by this
                           Agreement are reasonably necessary to protect the
                           proprietary interests in the Confidential Information
                           and the Developments of the entities in the EXFO
                           Group, and will not preclude the Executive from being
                           gainfully employed in a suitable capacity following
                           termination of the Executive's employment by the
                           Corporation, given the Executive's general knowledge
                           and experience;

                  (v)      the Executive has been given an opportunity to obtain
                           independent legal advice, or other advice as the
                           Executive may desire, concerning the interpretation
                           and effect of this Agreement, and by signing this
                           Agreement the Executive has either obtained advice or
                           voluntarily waived the Executive's opportunity to
                           receive same; and

                  (vi)     the Agreement is entered into voluntarily by the
                           Executive.


IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT.

                                   EXFO PROTOCOL INC.



Date:  November 2, 2001            By : /s/ Sami Yadzi
                                        ---------------------------------------



I agree to my employment on these terms

/s/ Sami Yadzi
---------------------------------------
         Signature of Executive

Sami Yazdi
---------------------------------------
         Name of Executive (Please Print)


<PAGE>


                                  SCHEDULE "A"

                         EXECUTIVE EMPLOYMENT AGREEMENT

                  This schedule is attached to and forms an essential part of
the executive employment agreement between EXFO Protocol Inc. (the
"Corporation") and Sami Yazdi (the "Executive").

1.       In accordance with section 2 of the Agreement, the Executive's
         employment under the Agreement will commence on November 2, 2001.

2.       In accordance with section 2 of the Agreement, the office to be held by
         the Executive in the Corporation will be President. The Corporation
         may, at any time, assign the Executive to perform other functions that
         are consistent with the Executive's skill and experience.

3.       In accordance with section 3.1 of the Agreement, the undersigned has
         agreed to perform the duties of the office of President, which include,
         without limitation, responsibility for the overall management and
         direction of the Corporation, giving strategic leadership to the Senior
         Management Team and focusing on the medium to long-term business
         strategy of the Corporation.

4.       In accordance with section 4.1 of the Agreement, the Executive will be
         entitled to an annual salary of $175,000 (before deduction for income
         taxes and other required deductions, but excluding the Benefits paid by
         the Corporation as provided in section 4.2 of the Agreement). The first
         annual revision shall occur in September 2002.

5.       In accordance with section 4.2 of the Agreement, the Executive is
         currently entitled to receive the following benefits: 80% of insurance
         premium to be paid by the Corporation.

6.       In accordance with section 6 of the Agreement, the Executive will be
         entitled to 4 weeks of paid vacation annually.

7.       The Executive shall be eligible, in accordance with EXFO's policies, to
         be considered to participate in the EXFO Stock Option Plan to receive
         stock options and purchase shares pursuant to the Stock option Plan as
         the same is in effect at any relevant time.

8.       In accordance with section 7.1.2 of the Agreement, the Executive may
         terminate the Executive's employment on giving to the Corporation at
         least 6 month's prior written notice. However, the Executive will
         attempt to provide as much (additional) prior notice as is possible and
         will, in all cases, assist fully as reasonably requested by the
         Corporation in effecting an orderly transition to the Executive's
         successor.

9.       In accordance with section 7.1.3 of the Agreement, the Corporation may
         terminate the Executive's employment on giving to the Executive at
         least 6 months' prior written notice.

<PAGE>

                                      - 2 -


10.      In accordance with section 10.1, the "Non-Competition" provisions will
         be valid until 24 months following the Termination Date.

11.      In accordance with section 10.2, the "No Solicitation of Clients and
         Suppliers" provisions will be valid until 2 years following the
         Termination Date.

12.      In accordance with section 10.3, the "No Solicitation of Employees"
         provisions will be valid until 2 years following the Termination Date.

13.      In accordance with section 14 of the Agreement, any notice or
         communication to be given or made must be addressed as follows:

         if to the Executive:

         _____________________________

         _____________________________

         _____________________________

         if to the Corporation:

         2650 Marie-Curie
         St. Laurent, Quebec
         H4S 2C3

         Attention:  President
         Facsimile:  514-856-2232


         with a copy to:

         EXFO Electro-Optical Engineering Inc.
         465 Godin Avenue
         Vanier, Quebec
         G1M 3G7

         Attention:        Vice President Finance and Chief Financial Officer
         Facsimile:        (418) 683-9839