EXHIBIT 4.34
                                                                    ------------



[GRAPHIC OMITTED]
[LOGO - EXFO]

                              EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") dated as of September 1, 2002, 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 Pierre Plamondon (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, 2002 to continue
         acting as Vice-President, Finance and Chief Financial Officer of the
         Corporation and to perform such acts and duties and furnish such
         services to the Corporation in connection with and related to that
         position as is customary for persons with similar positions in like
         companies. 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 interfere
         with the services required under this Agreement. Employee shall
         continue to report to the President and Chief Executive Officer of the
         Corporation.

2.       COMPENSATION AND BENEFITS

         2.1      SALARY

                  During the term of this Agreement, the Corporation shall pay
                  Employee the remuneration indicated in Schedule A.

         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 in addition to the bonuses set forth
                  in Schedule A hereof. 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.


                                       -1-
<PAGE>

[GRAPHIC OMITTED]
[LOGO - EXFO]


         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
                  reasonable 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 the terms of this
                  Agreement and 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.

         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;


                                      -2-
<PAGE>

[GRAPHIC OMITTED]
[LOGO - EXFO]


                  (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 as specifically set forth in Schedule A and that
                  it shall continue to pay Employee the then current base salary
                  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 to5 years 12 months' remuneration plus health benefits; more
                  than 5 years 18 months' remuneration plus health benefits.

                  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 (i) material demotion in title or function; (ii) a
                  decrease in salary (taking into account both base salary and
                  variable remuneration); (iii) a net decrease in the benefit
                  package; or (iv) a change of location 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 on the same or better conditions, Employee's refusal to


                                      -3-
<PAGE>

[GRAPHIC OMITTED]
[LOGO - EXFO]


                  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's
                  applicable benefit plans or are required by applicable law.
                  The Corporation may, in its sole and absolute discretion,
                  confer such other benefits or payments as it determines, but
                  Employee shall have no entitlement thereto.


4.       MISCELLANEOUS

         4.1      INSURANCE

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

         4.2      ADDITIONAL AGREEMENTS

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

         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-
<PAGE>

[GRAPHIC OMITTED]
[LOGO - EXFO]


         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.

         4.8      GOVERNING LAW, INTERPRETATION

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


                                      -5-
<PAGE>

[GRAPHIC OMITTED]
[LOGO - EXFO]


                  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/ PIERRE PLAMONDON
             -------------------                --------------------
                 GERMAIN LAMONDE                    PIERRE PLAMONDON


                                       -6-
<PAGE>

[GRAPHIC OMITTED]
[LOGO - EXFO]


                                   SCHEDULE A
                                   ----------
                                       TO
                                       --
                      PIERRE PLAMONDON EMPLOYMENT AGREEMENT
                      -------------------------------------

                             REMUNERATION, VACATION
                             ----------------------


1.       REMUNERATION (in Canadian dollars)

         From September 1, 2002 to August 31, 2003:

         (i)      Base salary of $175,000 per annum.

         (ii)     Variable remuneration as follows:

                  o        An amount equivalent to 30% of base annual salary
                           ($52,500) upon:

                           (a)      attainment of 100% of the Health Indicators
                                    established by the Board of Directors of the
                                    Corporation for that financial year by the
                                    Corporation and its subsidiaries in
                                    accordance with the following proportions:

                                    o        EXFO Electro-Optical Engineering
                                             Inc. - Quebec Operations: 59%

                                    o        EXFO Burleigh Products Group Inc. -
                                             Rochester Operations: 15%

                                    o        EXFO Protocol Inc. - Montreal
                                             Operations: 15.5%

                                    o        EXFO Photonic Solutions Inc. -
                                             Toronto Operations: 10.5%; and

                           (b)      attainment of 100% of the following personal
                                    objectives in accordance with the indicated
                                    proportions:

                                    o        upon evaluation by Employee's
                                             superior that, during the financial
                                             year ending on August 31, 2003,
                                             that Employee attained the
                                             objectives within his
                                             responsibility set forth in the
                                             document attached hereto as
                                             Attachment B for the year ending
                                             August 31, 2003 - 50%

                                    o        maintenance of high standards of
                                             integrity, compliance and ethics in
                                             financial reporting by the
                                             Corporation as evaluated by the
                                             Audit Committee of the Board of
                                             Directors: 30%

                                    o        generation of US$8 million in cash
                                             from operations (assuming no
                                             acquisitions other than Gnubi),
                                             excluding impact of tax and R & D
                                             credits, calculated proportionately
                                             to attainment given that 0
                                             attainment = US$0 cash from
                                             operations - 30%

                                    o        attainment of US$0.05 cash earnings
                                             per share as evidenced by the
                                             consolidated annual financial
                                             statements for the year ending
                                             August 31, 2003 (assuming no
                                             acquisitions other than Gnubi),
                                             calculated


                                       -7-
<PAGE>

[GRAPHIC OMITTED]
[LOGO - EXFO]


                                             proportionately to attainment given
                                             that 0 attainment = US$0.00 cash
                                             earnings per share - 15%.

                           In the event the Health Indicators for the year in
                           question are not attained or are surpassed, the
                           amount payable shall be proportional to attainment of
                           the Health Indicators (0% to 150%) and shall be
                           calculated using the percentage of the attainment of
                           each of the Health Indicators within the framework of
                           the above proportions for each operational unit.

                           In the event the personal objectives are not fully
                           attained or are surpassed, the amount payable shall
                           be proportional to attainment thereof (0% to 125%)
                           and shall be calculated using the percentage of the
                           attainment of each of the personal objectives within
                           the framework of the above proportions for each
                           personal objective.

                           METHOD OF CALCULATION: $52,500 X % HEALTH INDICATOR X
                           % PERSONAL OBJECTIVES

                           The Health Indicator portion of the variable
                           remuneration 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 Health
                           Indicator portion of the variable remuneration shall
                           not be payable for the half of the financial year
                           during which the employment terminated for such
                           reasons and the personal objectives portion shall be
                           entirely forfeited.

         (iii)    Annual reviews of remuneration shall occur on or about every
                  September 1, commencing with September 1, 2003.


2.       VACATION

         The Employee shall have 4 weeks of paid vacation annually.


3.        VARIOUS

         The Corporation shall pay Employee's annual chartered accountant
membership fees.


                                       -8-
<PAGE>

[GRAPHIC OMITTED]
[LOGO - EXFO]


                                   SCHEDULE B
                                   ----------
                                       TO
                                       --
                      PIERRE PLAMONDON EMPLOYMENT AGREEMENT
                      -------------------------------------

                                    BENEFITS
                                    --------


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

1.       The Corporation offers to management a long-term disability plan.

2.       Management benefits from the following collective insurance coverage
         paid by the Corporation in the following proportions: 60% during first
         2 years of employment, 80% during third and fourth years of employment
         and 100% thereafter:

         o        health insurance,

         o        dental insurance,

         o        life insurance,

         o        accidental death and dismemberment insurance.

         Details of each type of coverage are contained in booklets issued by
         the insurer. Long-term disability insurance is obligatory and is paid
         for entirely by the Employee.


                                       -9-