EXHIBIT 4.24

[GRAPHIC OMITTED]
[LOGO - EXFO]



                              EMPLOYMENT AGREEMENT


This Employment Agreement (the "Agreement") dated as of September 1, 2000, is
entered into by and between EXFO Electro-Optical Engineering Inc., a corporation
having its principal place of business at 465 Godin Avenue, Vanier, Quebec, G1M
3G7, Canada (the "Corporation") and Bruce Bonini (the "Employee").



                               TERMS OF AGREEMENT
                               ------------------


In consideration of this Agreement and the continued employment of the Employee
by the Corporation, the parties agree as follows :


1.       EMPLOYMENT
         ----------

         The Corporation hereby agrees to continue to employ Employee, on a
         full-time basis commencing on or about September 1, 2000 to act as
         Vice-President, North American Sales of EXFO America Inc., the
         Corporation's wholly owned subsidiary, and to perform such acts and
         duties and furnish such services to the Corporation in connection with
         and related to that position as is customary for persons with similar
         positions in like companies. Employee hereby accepts said employment.
         Employee shall use his best and most diligent efforts to promote the
         interests of the Corporation; shall discharge his duties in a highly
         competent manner; and shall devote his full business time and his best
         business judgement, skill and knowledge to the performance of his
         duties and responsibilities hereunder. This Agreement shall not be
         interpreted to prohibit Employee from making passive personal
         investments or conducting private business affairs if such activities
         do not materially interfere with the services required under this
         Agreement. Employee shall report to the President and Chief Executive
         Officer of the Corporation.

         The Employee shall carry out his duties in the Corporation's office
         indicated in Schedule A.

2.       COMPENSATION AND BENEFITS
         -------------------------

         2.1      SALARY

                  During the term of this Agreement, the Corporation shall pay
                  Employee the remuneration indicated in Schedule A. The
                  Employee's remuneration may be adjusted in accordance with the
                  Corporation's policies and procedures.

                                       -1-

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         2.2      DISCRETIONARY BONUS

                  During the term of this Agreement, the Employee may
                  participate in such bonus plan or plans of the Corporation as
                  the Board of Directors or its Human Resources Committee may
                  approve for the Employee. Nothing contained in this Section
                  2.2 shall be construed to require the Board of Directors to
                  approve a bonus plan or in any way grant to Employee the right
                  to receive bonuses not otherwise approved.

         2.3      BENEFITS

                  During the term of this Agreement, the Employee shall receive
                  such benefits as customarily provided to other officers and
                  employees of the Corporation. Details of such benefits as of
                  the date hereof are set forth in Schedule B of this Agreement.

         2.4      VACATION

                  Employee may take paid vacation during each year as set forth
                  in Schedule A at such times as shall be consistent with the
                  Corporation's vacation policies and (in the Corporation's
                  judgement) with the Corporation's vacation schedule for
                  officers and other employees.

         2.5      EXPENSES

                  Pursuant to the Corporation's customary policies in force at
                  the time of payment, Employee shall be promptly reimbursed,
                  against presentation of vouchers or receipts therefor, for all
                  authorised expenses properly incurred by him on the
                  Corporation's behalf in the performance of his duties
                  hereunder.


3.       TERMINATION
         -----------

         3.1      DISABILITY

                  If during the term of this Agreement, Employee becomes ill,
                  disabled or otherwise incapacitated so as to be unable to
                  perform his usual duties (a) for a period in excess of one
                  hundred and eighty (180) consecutive days, or (b) for more
                  than one hundred eighty (180) days in any consecutive twelve
                  (12) month period and this incapacity has not been remedied by
                  the end of the twelfth (12th) month of such consecutive twelve
                  (12) month period, then the Corporation shall have the right
                  to terminate this Agreement, subject only to applicable laws,
                  on thirty (30) day's notice to Employee. Termination pursuant
                  to this Section 3.1 shall not affect any rights Employee may
                  otherwise have under any disability insurance policies in
                  effect at the time of such termination.

                                       -2-

<PAGE>

         3.2      DISCHARGE FOR CAUSE

                  The Corporation may discharge Employee and terminate his
                  employment under this Agreement for cause without further
                  liability to the Corporation. As used in this Section 3.2,
                  "cause" shall mean any or all of the following;

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

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

                  (c)      Employee's breach of any of the material terms of
                           this Agreement.

         3.3      TERMINATION WITHOUT CAUSE

                  Upon thirty (30) days prior written notice, the Corporation
                  may terminate this Agreement without cause by a majority vote
                  of the Board of Directors of the Corporation except that the
                  Employee, if a Director, shall not be entitled to vote
                  thereon. The Corporation shall incur no liability in this
                  regard except that it shall continue to pay Employee the
                  remuneration set forth in Schedule A at his then current base
                  salary and commission (such commission being based on the
                  amount paid to the Employee as commission over the twelve (12)
                  month period preceding the termination) as set forth in
                  Schedule A for a twelve (12) month period after termination if
                  such termination shall occur prior to the events mentioned in
                  Section 3.4, otherwise the terms of Section 3.4 shall apply.

         3.4      TERMINATION FOLLOWING MERGER OR ACQUISITION

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

                  LENGTH OF SERVICE         SEVERANCE BENEFITS

                  0 to 5 years          12 months' remuneration plus health
                                        benefits;

                  more than 5 years     18 months' remuneration plus health
                                        benefits.

                                       -3-

<PAGE>

                  In addition to the foregoing, any outstanding stock options
                  (including substituted stock options of the acquiring or
                  surviving corporation in such merger or acquisition) which
                  have not vested in accordance with their terms will become
                  fully vested and the Employee may choose to exercise such
                  stock options at the time of such termination, otherwise these
                  stock options shall be automatically terminated immediately
                  following the termination of Employee's employment. For
                  purposes of this Section 3.4, Employee shall be entitled to
                  treat a material demotion in title or function as termination
                  under this Section 3.4, but only if Employee expressly so
                  notifies the Corporation and terminates his employment
                  hereunder within thirty (30) days of such demotion or
                  relocation. If Employee is offered a substantially similar
                  position with the surviving entity, Employee's refusal to
                  accept such position shall not be treated as subject to this
                  Section 3.4, but rather shall be treated as a voluntary
                  termination by Employee under Section 3.5.

         3.5      VOLUNTARY TERMINATION BY EMPLOYEE

                  In the event of voluntary termination by Employee, Employee
                  shall be entitled only to those amounts that have accrued to
                  the date of termination in accordance with the terms hereof or
                  are expressly payable under the terms of the Corporation
                  applicable benefit plans or are required by applicable law.
                  The Corporation may, in its sole and absolute discretion,
                  confer such other benefits or payments as it determines, but
                  Employee shall have no entitlement thereto.


4.       MISCELLANEOUS
         -------------

         4.1      INSURANCE

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

         4.2      ADDITIONAL AGREEMENTS

                  Upon execution of this Agreement, the Employee shall execute
                  and deliver to the Corporation, unless previously delivered,
                  an Exclusivity, Confidentiality, Assignment of Work Product,
                  Non-Competition and Non-Solicitation Agreement, a copy of
                  which is joined hereto as Annexe C.

                                       -4-

<PAGE>

         4.3      NOTICES

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

         4.4      ENTIRE AGREEMENT

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

         4.5      AMENDMENT WAIVER

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

         4.6      BINDING EFFECT, ASSIGNMENT

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

         4.7      HEADINGS

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

                                       -5-

<PAGE>

         4.8      GOVERNING LAW, INTERPRETATION

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

         4.9      FURTHER ASSURANCES

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

         4.10     LANGUAGE

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

         4.11     SEVERABILITY

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


IN WITNESS WHEREOF, the parties hereto have executed this Agreement



EXFO ELECTRO-OPTICAL
ENGINEERING INC.



BY:      /s/ Germain Lamonde                    /s/ Bruce Bonini
         -------------------                    ----------------
         GERMAIN LAMONDE                        BRUCE BONINI

                                       -6-

<PAGE>

                                   SCHEDULE A
                                       TO
                        BRUCE BONINI EMPLOYMENT AGREEMENT

                      REMUNERATION, VACATION, PLACE OF WORK
                      -------------------------------------

1.       REMUNERATION

         From September 1, 2000 to August 31, 2001:

         (i)      Base salary of US$145,000 per annum.

         (ii)     A variable portion of remuneration of US$14,500 per annum upon
                  attainment by the Corporation of 100% of the Health Indicator
                  established by the Board of Directors of the Corporation for
                  that financial year. In the event the Corporation does not
                  fully attain the Health Indicator for the year in question or
                  surpasses the Health Indicator, the variable portion of the
                  remuneration shall be paid in the same proportion as the
                  attainment of the Health Indicator. The variable portion shall
                  be paid twice yearly, after the end of the Corporation's
                  second quarter and after the end of the financial year.

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

         (ii)     Commission on Total Bookings (as defined in Schedule 4
                  hereof):

                  During the period from September 1, 2000 to February 28, 2001,
                  commissions will be payable to Employee on a monthly basis in
                  amounts equal to the following percentages of Total Bookings
                  made by the North American Sales department in the territory
                  covered by such department:

                     For Total Bookings from US$0 to US$49,875,000 - 0.1395% of
                     the Total Bookings figure is payable;

                     For Total Bookings exceeding US$49,875,000 and up to
                     US$66,500,000 - 0.2791% of the Total Bookings figure is
                     payable; and

                     For Total Bookings exceeding US$66,500,000 - 0.4186% of the
                     Total Bookings figure is payable.

                                       -7-

<PAGE>

                  During the period from March 1, 2001 to August 31, 2001,
                  commissions will be payable to Employee on a monthly basis in
                  amounts equal to the following percentages of Total Bookings
                  made by the North American Sales department in the territory
                  covered by such department including all sales of products of
                  Burleigh Instruments, Inc. ("BII") with the exception of : (a)
                  the products not included in BII's Instrument Division and
                  Nano-Positioning Division; (b) sales to Newport Corporation;
                  (c) sales from BII to the Corporation; and (d) sales of
                  products of Burleigh Automation Inc. (still to be determined):

                     For Total Bookings from US$0 to US$56,250,000 - 0.1237% of
                     the Total Bookings figure is payable;

                     For Total Bookings exceeding US$56,250,000 and up to
                     US$75,000,000 - 0.2475% of the Total Bookings figure is
                     payable; and

                     For Total Bookings exceeding US$75,000,000 - 0.3712% of the
                     Total Bookings figure is payable.

         (iii)    Bonus for improvement of gross margin: (DETAILS TO COME -
                  MAXIMUM OF US$14,500)

         (iv)     Quarterly bonus: After the end of each of the Corporation's
                  financial quarters, the Employee shall be paid a bonus of
                  US$2,500 if the following Total Bookings objectives by the
                  North American Sales department for each such quarter are
                  attained:

                  1st Quarter: US$14,500,000    3rd Quarter: US$17,000,000
                  2nd Quarter: US$16,000,000    4th Quarter: US$19,000,000.

                  In the event the annual Total Bookings objective for the North
                  American Sales department of US$66,500,000 for the financial
                  year ending August 31, 2001 (the "Annual Objective") is
                  attained, notwithstanding the non-attainment of some of the
                  above-noted quarterly objectives, the Employee shall be paid a
                  bonus for the year totalling US$10,000, taking into account
                  any quarterly payments that may have been made for attainment
                  of the quarterly objectives.

                  In the event the Annual Objective is exceeded by 10% or more,
                  an additional bonus of US$10,000 shall be paid to Employee and
                  if the Annual Objective is exceeded by 20% or more, a further
                  additional bonus of US$10,000 shall be paid to Employee.

         (v)      Options: The following stock options will be issued to the
                  Employee in accordance with the terms of the Corporation's
                  Stock Option Plan and the terms set forth herein:

                  o   On September 1, 2001, additional stock options, as
                      indicated below, will be issued to Employee in relation to
                      the percentage of attainment of the Annual Objective:

                                       -8-

<PAGE>

                      -    more than 110% of Annual Objective attained: 10,000
                           stock options;
                      -    more than 125% of Annual Objective attained : 20,000
                           stock options;
                      -    more than 140% of Annual Objective attained: 30,000
                           stock options.

                      The subscription price of such options shall the closing
                      price of the Corporation's shares the day preceding the
                      grant; one-quarter of these options will vest on the
                      second day following the disclosure of the Corporation's
                      financial results for each of the financial years ended
                      August 31, 2002, 2003, 2004 and 2005; these options will
                      remain in force until the 10th anniversary of the date of
                      grant.

         (vi)     The Annual Objective will be increased by an amount of
                  US$9,487,500 in the territory covered by the North American
                  Sales department for the six (6) month period commencing March
                  1, 2001.

         (vii)    The Employee shall receive a monthly car expense allowance of
                  US$700.00.

         (viii)   The provisions governing the payment of commission and the
                  reimbursement of expenses are set forth in Schedule D hereof.

         (ix)     Annual reviews of remuneration shall occur on or about every
                  September 1, commencing with September 1, 2001.

2.       PLACE OF WORK

         The Employee shall exercise his functions out of the office of EXFO
         America Inc. located in Richardson, Texas, U.S.A.

3.       VACATION

         Four (4) weeks of paid vacation annually.

4.       DEFINITIONS

         For the purposes of this Agreement, the meaning of the term
         "Corporation" shall be deemed to include EXFO America Inc.

                                       -9-

<PAGE>

                                   SCHEDULE B
                                       TO
                        BRUCE BONINI EMPLOYMENT AGREEMENT

                                    BENEFITS
                                    --------



The Employee shall receive all benefits as set forth in the EXFO America Inc.
benefit package.





                                      -10-

<PAGE>

                                   SCHEDULE C
                                       TO
                        BRUCE BONINI EMPLOYMENT AGREEMENT

            EXCLUSIVITY, CONFIDENTIALITY, ASSIGNMENT OF WORK PRODUCT,
                 NON-COMPETITION AND NON-SOLICITATION AGREEMENT
                 ----------------------------------------------



See attached.





                                      -11-

<PAGE>

            EXCLUSIVITY, CONFIDENTIALITY, ASSIGNMENT OF WORK PRODUCT,
                 NON-COMPETITION AND NON-SOLICITATION AGREEMENT
                               FOR SALES PERSONNEL

The undersigned, Bruce Bonini, as Employee of EXFO Electro-Optical Engineering
Inc. (hereinafter "EXFO"), expressly agrees to comply with all of the
commitments set out below. For the purposes hereof "EXFO" includes any entity
controlled by EXFO.


                                     LOYALTY

         The Employee agrees to use all of his best efforts and diligence in the
         performance of his duties; he furthermore agrees to loyally promote the
         interests of EXFO and to devote all of his time and energy to the
         exclusive service thereof.


                                 CONFIDENTIALITY

         2.1      The Employee acknowledges that, throughout the term of his
                  employment with EXFO, he may, by reason of such employment and
                  his duties, have access to certain confidential information
                  specifically relating to the operation and activities of EXFO,
                  its clients, other employees, management, finances,
                  transactions, marketing of products and services offered by
                  EXFO or, generally, to the business thereof.

         2.2      Consequently, the Employee agrees, throughout the term of his
                  employment and at all times following the termination thereof
                  for any reason whatsoever, to neither disclose, use,
                  communicate, reveal nor make available to any person
                  whomsoever in any manner whatsoever, any Confidential
                  Information produced or held by EXFO, its suppliers or clients
                  unless it is in the performance of his work with, and to the
                  exclusive benefit of, EXFO.

         2.3      If the employee is required by applicable law, stock exchange
                  regulations or court order to disclose any Confidential
                  Information, he shall first notify EXFO in writing
                  sufficiently in advance so as to provide EXFO with reasonable
                  opportunity to seek to prevent such disclosure or to seek to
                  obtain a protective order for such Confidential Information.

         2.4      Without limiting the generality of the foregoing, any
                  information relating to any secret, invention, licence,
                  manufacturing process, know-how, supply source, sales
                  condition of a supplier, components of a product, technique,
                  production and marketing method, price list, client list,
                  discount policy and detail respecting the specific needs of
                  EXFO clients shall be deemed "Confidential Information".

                                      -12-

<PAGE>

                             OWNERSHIP OF CREATIONS

         3.1      The Employee hereby assigns to EXFO, which accepts, without
                  restriction as to territory, duration or otherwise, any right
                  which is or may be granted to him or acknowledged as his
                  pursuant to any Canadian or foreign legislation regarding
                  patents, copyrights, trade-marks, industrial designs,
                  integrated circuitry topography, protection of know-how, trade
                  secrets, or confidential information, and any other provision
                  of a statute, principle of common law or civil law respecting
                  intellectual property, whether or not such rights are
                  registered, including the right to obtain any protection
                  afforded by law by filing an application for registration or
                  otherwise, with respect to any of the foregoing rights (the
                  "Intellectual Property Rights") with respect to any work
                  (including computer software), invention, trade-mark,
                  industrial design, integrated circuit topography, know-how,
                  trade secret, confidential information or other matter that is
                  or may be protected by an Intellectual Property Right
                  ("Intellectual Property") directly or indirectly developed,
                  carried out or improved by the Employee, either alone or with
                  another person, throughout the term of his employment with
                  EXFO, whether or not during regular business hours, on the
                  work premises or using the property or services of EXFO, and
                  whether such Intellectual Property Rights relate to any
                  product, service, method, or procedure used or operated, or
                  the use or operation of which is contemplated by EXFO or its
                  subsidiaries, as part of the operations and activities of EXFO
                  or its subsidiaries. To the extent that the employee holds any
                  Intellectual Property Rights with respect to any of the
                  Intellectual Property described above, he hereby assigns to
                  EXFO, which accepts, all such Intellectual Property Rights
                  without restriction as to territory, duration or otherwise.

         3.2      Moreover, the Employee waives all of his moral rights with
                  respect to any work protected by copyright in favour of EXFO
                  and any third party authorized by EXFO to use such work.

         3.3      The Employee undertakes to immediately notify EXFO of any
                  Intellectual Property he may develop, carry out or improve
                  and, upon request by EXFO to that effect, undertakes to
                  cooperate, diligently and in good faith, with any patent agent
                  or other professional EXFO may designate for the purposes of
                  identifying said Intellectual Property Rights and, as the case
                  may be, to take any action and prepare or execute any document
                  EXFO may deem necessary or useful to ensure that EXFO may
                  obtain, protect or exercise Intellectual Property Rights
                  relating thereto, or to acknowledge or give full effect to
                  this Agreement; to that end, the Employee appoints EXFO as his
                  exclusive and irrevocable agent to execute, on his behalf, any
                  document the purpose of which is to acknowledge or give full
                  effect to such assignment, including as part, or for the
                  purposes, of any application to obtain, amend or maintain a
                  patent.

         3.4      The Employee acknowledges that any Intellectual Property
                  constitutes confidential information belonging to EXFO,
                  subject to Section 2 hereof.

                                      -13-

<PAGE>

         3.5      The Employee undertakes, throughout the term of his employment
                  with EXFO, to neither develop, carry out, nor improve, for his
                  own benefit or that of a third party, either alone, jointly or
                  in collaboration with a third party, whether during regular
                  working hours, on the work premises or using the property or
                  services of EXFO, any Intellectual Property regarding any
                  product, service, method or procedure used or operated, or the
                  use or operation of which is contemplated by EXFO or its
                  subsidiaries, as part of the operations or activities of EXFO
                  or its subsidiaries.

                      NON-COMPETITION AND NON-SOLICITATION

         4.1      The Employee acknowledges that the operation of the business
                  of EXFO represents the carrying on of a business in a specific
                  sector requiring highly specialized expertise. As a result,
                  the Employee undertakes not to compete with EXFO or solicit
                  its clients and employees in accordance with the following
                  terms and parameters set forth herein.

         4.2      The Employee agrees, throughout his employment with EXFO, and
                  for a period of eighteen (18) months following termination of
                  his employment with EXFO for any reason whatsoever, to neither
                  directly nor indirectly perform, for his own benefit or that
                  of another person, in any capacity whatsoever, including, but
                  not limited to, as shareholder, employer, employee, principal,
                  representative, agent, franchisee, franchiser, distributor or
                  advisor, any duty or activity in the field of operations of
                  EXFO, namely research, development and the manufacture and
                  sale of fibre optic testing and measuring devices in the
                  territory of North America, given that EXFO services a
                  clientele spread throughout such territory, in which the
                  Employee carries out his activities and work.

         4.3      The Employee agrees, throughout his employment with EXFO, and
                  for a period of eighteen (18) months following termination of
                  his employment with EXFO for any reason whatsoever, to neither
                  directly nor indirectly, for his own benefit or that of
                  another person, in any capacity whatsoever, including, but not
                  limited to, as shareholder, employer, employee, principal,
                  representative, franchiser, franchisee, distributor or
                  advisor, solicit the clients of EXFO and its employees, nor to
                  authorize the use of his name to solicit said clients or
                  employees and to do no thing that would incite or convince any
                  person to terminate its business relation with EXFO.

         4.4      The Employee acknowledges that the obligations assumed
                  pursuant to this Section 4 are reasonably limited in light of
                  the international nature of competition in the fibre optic
                  field and the clientele and international market which EXFO
                  serves. Moreover, the Employee acknowledges that the
                  obligations set out in this Section are required to protect
                  the legitimate interests of EXFO.

                                      -14-

<PAGE>

                         COMPENSATION AS FORMER EMPLOYEE

         5.1      If, during the eighteen (18) month period following the end of
                  the Employee's employment by EXFO, the Employee receives a
                  valid offer of employment that he is unable to accept due
                  solely to the non-competition undertaking set forth in Section
                  4 hereof, and not because of any restrictions otherwise
                  imposed by law, the Employee shall notify EXFO in writing of
                  such firm employment offer, providing a copy of the offer and
                  giving full information as to the identity of the prospective
                  employer and the nature of the proposed duties of the
                  Employee. EXFO shall within ten (10) days after receipt of
                  each such notice either give its written permission for the
                  Employee to accept such employment or advise the Employee of
                  its unwillingness in this regard. During the eighteen (18)
                  month period following the end of his employment with EXFO,
                  the Employee shall not accept any part time or full time
                  employment that would contravene Section 4 hereof without
                  previously obtaining EXFO's written consent or release from
                  the non-competition undertaking set forth in Section 4 hereof.

         5.2      Beginning with the day upon which EXFO shall receive the first
                  of any such written notices from the Employee, if EXFO does
                  not give written permission for the Employee to accept said
                  offered employment, and thereafter until the expiration of the
                  eighteen (18) month period following the end of employment,
                  EXFO shall either:

                  a)       give written permission for the Employee to accept a
                           specific offered employment;
                  b)       give to the Employee a written release from the
                           non-competition undertaking set forth in article 4 of
                           this Attachment "A"; or
                  c)       compensate the Employee in the following manner :
                           i)       if Employee's employment ended for causes of
                                    fraud or refusal to operate in good faith in
                                    the best interests of EXFO, compensation
                                    shall be equivalent to 5% of Employee's base
                                    annual salary;
                           ii)      if Employee's employment ended for cause of
                                    serious lack of performance, compensation
                                    shall be equivalent to 25% of Employee's
                                    base annual salary;
                           iii)     if Employee no longer works for EXFO for any
                                    reason other than the reasons set forth in
                                    paragraphs i) and ii) above, compensation
                                    shall be equivalent to 125% of Employee's
                                    base annual salary;
                           iv)      if Employee no longer works for EXFO due to
                                    his voluntary departure, compensation shall
                                    be equivalent to 75% of Employee's base
                                    annual salary.

         5.3      Compensation paid to the Employee under this Section 5 shall
                  be paid monthly based on the annual base salary (exclusive of
                  extra compensation of any kind) that was in force at the time
                  of the termination of the Employee's employment. Each such
                  payment shall be forwarded to the Employee not later than the
                  last day of each calendar month.

         5.4      Once EXFO has commenced remuneration payments in accordance
                  with this Section 5, the Employee shall at all times
                  conscientiously seek suitable employment consistent

                                      -15-

<PAGE>

                  herewith and shall, within ten (10) days after the receipt of
                  each payment from EXFO, advise EXFO in writing regarding his
                  efforts to obtain employment. Failure by the Employee to so
                  advise EXFO shall relieve EXFO of the obligation to send any
                  further payments to the Employee until such information is
                  supplied.

         5.5      Once the period of eighteen (18) months following the end of
                  the employment has expired, EXFO shall have no further
                  obligation to compensate the Employee hereunder and the
                  Employee shall no longer be bound by the non-competition
                  undertaking set forth herein and shall be free to accept any
                  offer of employment that he wishes to accept.

                                    REMEDIES

         The Employee acknowledges that failure to comply with Sections 2 and 4
         hereof shall result in serious or irreparable damage which a final
         judgement will be insufficient to remedy. Consequently, the Employee
         acknowledges that, in the event of a breach of any one of these
         Sections, EXFO may immediately resort to appropriate proceedings so as
         to obtain an interim, interlocutory and permanent injunction order as
         soon as possible without prejudice to any cause of action for damages.

                            DISPUTES AND ARBITRATION

         The parties hereto agree that any dispute which arises in the course of
         or following the performance of this Agreement will be definitely
         settled under the auspices of the Quebec National and International
         Commercial Arbitration Centre through arbitration and to the exclusion
         of courts of law, in accordance with its Arbitration Rules in force at
         the time this Agreement is signed and to which the parties declare to
         have adhered.

                           ACKNOWLEDGEMENT BY EMPLOYEE

         The Employee acknowledges having had sufficient time to examine this
         Agreement and to ask any question he deemed pertinent, including to his
         legal counsel, and is thus aware of the scope of his rights and
         obligations.

                                  SEVERABILITY

         Should any section, phrase, paragraph or part of this Agreement be
         deemed unenforceable for any reason by any court of competent
         jurisdiction, such decision shall neither amend the remainder of this
         Agreement nor render it void.

                              LANGUAGE OF AGREEMENT

         This Agreement has been drawn up in the English language at the request
         of the parties hereto. La presente convention a ete redigee en langue
         anglaise a la demande des parties aux presentes.

                                      -16-

<PAGE>

SIGNED IN RICHARDSON, TEXAS ON THIS 10TH DAY OF APRIL 2001.


/s/ Bruce Bonini
----------------
BRUCE BONINI




ACCEPTED IN VANIER QUEBEC THIS 10TH DAY OF APRIL 2001.


EXFO ELECTRO-OPTICAL ENGINEERING INC.


Per: /s/ Germain Lamonde
     -------------------
         Germain Lamonde





                                      -17-

<PAGE>

                                   SCHEDULE D
                                       TO
                        BRUCE BONINI EMPLOYMENT AGREEMENT

                   TERMS RELATING TO THE PAYMENT OF COMMISSION
                   -------------------------------------------



1.       DEFINITIONS

         In this Schedule D, the following terms shall have the meanings set
         forth hereinbelow:

         "Total Bookings" shall mean the total amount of Orders received from
         any defined territory, as calculated using the Net Invoice Price, to
         the extent that the Order is accepted by the Corporation in accordance
         with the terms of paragraph 4 of this Schedule D.

         "Net Invoice Price" shall mean the total price at which an Order is
         invoiced to the customer including any increase or decrease in the
         amount of the Order, but excluding commissions payable to distributors,
         shipping costs, mailing costs, taxes, custom duties, transportation,
         insurance, duties and any allowances or discounts granted to the
         customer by the Corporation.

         "Order" shall mean any commitment received from the defined territory
         to purchase products that the Corporation is in a position to
         manufacture or which is subject to split commission in accordance with
         paragraph 3 of this Schedule D.

2.       COMPUTATION AND PAYMENT OF COMMISSION

         Commission is payable at the end of the month following the month in
         which the Order is accepted, except in case of termination of this
         Agreement, in which case the Corporation may withhold payment of
         commission in accordance with the terms set forth in paragraph 5 of
         this Schedule D.

         At the time of payment of commission to Employee, the Corporation will
         provide to Employee a monthly commission statement showing commissions
         earned during the month, with invoice numbers, copy of invoices,
         customer names and commission to be paid on invoices where commission
         applies to sales achieved in the applicable quarter.

         Commission is not payable on amounts received in payment for compliance
         testing, repairs and reworks, research and development, engineering,
         special tooling and non-recurring start-up costs.

         The following amounts shall be deducted from any amounts of commission
         due to Employee:

                                      -18-

<PAGE>

         i)       an amount equal to commission previously paid or credited on
                  sales of the Corporation's products which have since been
                  returned by the customer or on allowances credited to the
                  customer for any reason by the Corporation; and

         ii)      an amount equal to commission previously paid or credited on a
                  sale for which the Corporation shall not have been fully paid
                  by the customer whether by reason of the customer's
                  bankruptcy, insolvency, or any other reason which, in the
                  Corporation's judgement, renders the account uncollectible at
                  anytime. If any such uncollectible accounts were eventually
                  collected by the Corporation, the Corporation shall pay
                  Employee the percentage of commission applicable at the time
                  of the original sale upon the net proceeds of such collection.

3.       COMMISSION SPLIT

         When engineering, the execution of an Order, or a shipment involves
         both territories not part of the territory covered by the North
         American Sales department and the territory covered by the North
         American Sales department, the Corporation will split the amount of the
         Order accounted in the Total Bookings between the territories involved
         as follows:

         (i)      40% of the amount of the Order shall be credited to the
                  department or employee, as applicable, in whose territory the
                  products were engineered or specifications were prepared;

         (ii)     40% of the amount of the Order shall be credited to the
                  department or employee, as applicable, to whose territory the
                  product is shipped;

         (iii)    20% of the amount of the Order shall be credited to the
                  department or employee, as applicable, in whose territory the
                  Order is executed.

         The Corporation will make this determination and advise the interested
         parties, usually at the time the Order is accepted by the Corporation.
         The amount payable as commission in such a case shall never exceed the
         amount of commission which would have been payable if only one
         territory had been involved.

4.       ACCEPTANCE OF ORDER

         The following conditions shall be fulfilled before acceptance by the
         Corporation of an Order: (i) all Orders shall be confirmed to the
         Corporation by the purchaser/buyer with a purchase order number, (ii)
         the Corporation shall have received confirmation of the "ship to" and
         "bill to" addresses and the telephone number of the purchaser/buyer and
         of the end user, (iii) an authorized officer of the Corporation at its
         principal shall have accepted the Order, and (iv) the credit department
         of the Corporation shall have accepted the Order.

                                      -19-

<PAGE>

         The Employee shall provide the Corporation with all information which
         may be necessary to pay commission due to the local sales
         representatives, collect amounts due from purchasers/buyers, maintain
         customers in its data base, etc.

5.       PAYMENT OF COMMISSION AND EXPENSES IN CASE OF TERMINATION

         In the event of the termination of this Agreement, payment of
         commission and reimbursement of expenses will be made by the
         Corporation as follows:

         (i)      COMMISSION: any commission that may be payable for Orders
                  received before the date of termination shall be withheld by
                  the Corporation until the occurrence of the latest of the
                  following events:

                  (a)      all samples or demonstrators of products and all
                           documentation and equipment, including hardware and
                           software, belonging to the Corporation that may be in
                           the Employee's possession have been returned to the
                           Corporation;

                  (b)      the expiration of a 90 day period following the date
                           of termination.

         (ii)     REIMBURSEMENT OF EXPENSES: any reimbursement of expenses
                  incurred before the date of the termination that may be
                  payable shall be withheld by the Corporation until the
                  occurrence of the latest of the following events:

                  (a)      all samples or demonstrators of products and all
                           documentation and equipment, including hardware and
                           software, belonging to the Corporation that may be in
                           the Employee's possession have been returned to the
                           Corporation;

                  (b)      the expiration of a 90 day period following the date
                           of termination.

                  It is understood that reimbursement of expenses is not payable
                  by the Corporation until it has received a duly completed
                  expense report and full supporting documents and has had a
                  reasonable period of time to review the expense report and the
                  supporting documents.

                                      -20-