EXHIBIT 11.7
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                     EXFO ELECTRO-OPTICAL ENGINEERING INC.
                              (THE "CORPORATION")

                       HUMAN RESOURCES COMMITTEE CHARTER
                               (THE "COMMITTEE")

THIS HUMAN RESOURCES  COMMITTEE CHARTER  INTEGRATES THE COMPENSATION  COMMITTEE
CHARTER AND THE NOMINATING AND GOVERNANCE COMMITTEE CHARTER.

I.    PURPOSE

One  primary   objective  of  the   Committee  is  to  discharge   the  Board's
responsibilities  relating to  compensation  and, if  applicable,  the terms of
employment  of  the  Corporation's   executive  officers.   For  this  purpose,
compensation  shall  include  the  review and  recommendations  to the Board of
Directors which may concern:

      o   annual base salary;

      o   annual incentive opportunity;

      o   stock option, RSU,s or DSU's or other equity participation plans;

      o   short term and  long-term  incentive  compensation  programs  for all
          employees,   including  the  performance  goals  for  eligibility  to
          participate in such programs and the  apportionment  of  compensation
          among salary and short-term and long-term incentive compensation.

      o   the  terms of  employment  agreements,  severance  arrangements,  and
          change  in  control  agreements,   in  each  case  as,  when  and  if
          appropriate;

      o   any special or supplemental benefits; and

      o   any other payments that are deemed  compensation under applicable SEC
          rule

Another  objective of the  Committee is to assist the Board by (a)  identifying
individuals  qualified to become Board members, and recommending that the Board
select, the director nominees for the next annual meeting of shareholders;  and
(b)  developing  and  recommending  to the Board a set of corporate  governance
guidelines applicable to the Corporation.


II.   ORGANIZATION

      o   The Board shall elect  annually from among its members a committee to
          be known as the Human  Resources  Committee  which shall consist of a
          minimum  of  three  (3)  independent  directors,  each of whom  shall
          satisfy the applicable  independence  requirements  of the Nasdaq and
          any other regulatory requirements. A majority of the Members shall be


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          resident  Canadians.  At least one member of the Committee shall have
          experience in matters relating to executive  compensation either as a
          professional or as a business executive.

      o   No business may be transacted by the Committee except at a meeting of
          its members at which a quorum of the  Committee is present (in person
          or by means of telephone  conference)  or by a resolution  in writing
          signed by all of the  members of the  Committee.  A  majority  of the
          members of the Committee shall constitute a quorum.

      o   Each member of the  Committee  shall hold such office  until the next
          annual meeting of shareholders  after his or her election as a member
          of the Committee. However, any member of the Committee may be removed
          or  replaced  at any  time  by the  Board  and  shall  cease  to be a
          director.

      o   The Committee  shall appoint one of its members to act as Chairman of
          the  Committee.  The Chairman  will appoint a secretary who will keep
          minutes of all meetings (the "Secretary").  The Secretary need not be
          a member of the  Committee or a director and can be changed by simple
          notice from the Chairman.

      o   The time at which and the place where the  meetings of the  Committee
          shall be held,  the  calling of  meetings  and the  procedure  in all
          respects  of such  meetings  shall be  determined  by the  Committee,
          unless  otherwise  provided for in the by-laws of the  Corporation or
          otherwise determined by resolution of the Board.

      o   The  members of the  Committee  shall be  entitled  to  receive  such
          remuneration  for acting as members of the Committee as the Board may
          from time to time determine.

      o   It  is   understood   that  in  order  to  properly   carry  out  its
          responsibilities,  the Board of Directors on behalf of the  Committee
          may retain outside  consultants at the expense of the  Corporation if
          appropriate,  so long as it notifies the  Corporate  Secretary of the
          Corporation in each instance.

      o   The Committee may form and delegate  authority to subcommittees  when
          appropriate.


III.  MEETINGS

      o   The  Committee  will meet as many times as is  necessary to carry out
          its  responsibilities  but in no event will the  Committee  meet less
          than twice a year.


IV.   AUTHORITY AND RESPONSIBILITIES

To fulfill its  responsibilities  with  respect to  compensation  matters,  the
Committee shall:

      o   Review and approve on an annual basis  corporate goals and objectives
          relevant to Chief Executive  Officer ("CEO")  compensation,  evaluate
          the CEO's  performance in light of those goals and objectives and set


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          the  CEO's  compensation  level  based  on  this   evaluation.(1)  In
          determining the long-term  incentive  component of CEO  compensation,
          the Committee will also consider,  among such other factors as it may
          deem relevant,  the Corporation's  performance,  shareholder returns,
          the value of similar incentive awards to chief executive  officers at
          comparable companies and the awards given to the CEO in past years.

      o   To review and approve on an annual  basis with  respect to the annual
          compensation   of  all  senior   officers(2),   after  reviewing  the
          recommendations  of the CEO's  review of the  salary  structure,  the
          short-term  and  long-term  incentive  compensation  programs for all
          employees,   including  the  performance  goals  for  eligibility  to
          participate in such programs and the  apportionment  of  compensation
          among salary and short-term and long-term incentive compensation

      o   To review  and  approve,  on behalf  of the Board of  Directors  (the
          "Board") or in  collaboration  with the Board, as applicable,  on the
          basis of the attribution  authorized by the Board, to whom options to
          purchase shares of the  Corporation,  RSU's or DSU's shall be offered
          as the case may be and if so,  the  terms of such  options,  RSU's or
          DSU's in  accordance  with the terms of the  Corporation's  Long Term
          Incentive  Plan or the  Defered  Share  Unit  Plan  provided  that no
          options, RSU's or DSU's shall be granted to members of this Committee
          without the approval of the Board.

      o   To  annually  review  and  report  to  the  Board  on  organizational
          structure  and to ensure  that  senior  management  has  developed  a
          succession  plan  for the CEO and the  CEO's  direct  reports  and to
          review such report with senior management.

      o   To  recommend to the Board from time to time the  remuneration  to be
          paid by the Corporation to directors.

      o   Make  recommendations  to the Board with respect to the Corporation's
          incentive compensation plans and equity-based plans.



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(1)   Please note that Nasdaq requires Committee approval of CEO compensation.

(2)   Please note that Nasdaq requires  Committee approval of executive officer
      compensation.


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<PAGE>


      o   Prepare the report required by the Securities and Exchange Commission
          to be included in the Corporation's annual proxy statement.

      o   Make  recommendations  to the Board  with  respect to  membership  on
          committees of the Board.

      o   Identify  individuals  qualified to become members of the Board,  the
          Committee may conduct  background  checks respecting such individuals
          as it wishes to  recommend  to the Board as a  director  nominee  and
          recommend  that the Board select the  director  nominees for the next
          annual meeting of shareholders.(3)

      o   Make   recommendations   to  the  Board  with  respect  to  potential
          successors to the Chief Executive Officer.

      o   Receive comments from all directors as to the Board's performance and
          report  annually  to the  Board  with an  assessment  of the  Board's
          performance.

      o   Prepare  and  recommend  to the Board a set of  corporate  governance
          guidelines  applicable  to the  Corporation.  Review and reassess the
          adequacy of such  guidelines  annually and recommend to the Board any
          changes deemed appropriate by the Committee.

      o   Maintain an  orientation  program for new  directors  and  continuing
          education programs for directors.

      o   Review  and  reassess  the  adequacy  of this  Charter  annually  and
          recommend  to  the  Board  any  changes  deemed  appropriate  by  the
          Committee.

      o   Review its own performance annually.

      o   Report regularly to the Board.

      o   Perform  any  other  activities  consistent  with this  Charter,  the
          Corporation's  by-laws and  governing  law, as the  Committee  or the
          Board deems necessary or appropriate.


V.    RESOURCES

      o   The Board of Directors on behalf of the Committee shall have the sole
          authority to retain or terminate  consultants to assist the Committee
          in the evaluation of director,  CEO or senior executive  compensation
          and to be used to identify  director  candidates and the authority to
          retain other professionals to assist it with any background checks.

      o   The Board of Directors on behalf of the Committee shall have the sole
          authority  to  determine  the terms of  engagement  and the extent of
          funding  necessary  for  payment of  compensation  to any  consultant
          retained to advise the Committee and the extent of funding  necessary
          for payment of  compensation  to any search firm and the authority to
          determine the extent of funding necessary for payment of compensation
          to any other professionals retained to advise the Committee.




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(3)   Please  note  that  Nasdaq  requires   Committee   approval  of  director
      nominations.


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