EXHIBIT 11.6
                                                                   ------------

                     EXFO ELECTRO-OPTICAL ENGINEERING INC.
                                ("CORPORATION")

                            AUDIT COMMITTEE CHARTER


I.     PURPOSE

       The primary  objective of the Audit  Committee is to assist the Board in
       fulfilling  its  oversight  responsibilities  with  respect  to (a)  the
       financial  statements and other  financial  information  provided by the
       Corporation  to  its  stockholders,  the  public  and  others,  (b)  the
       Corporation's compliance with legal and regulatory requirements, (c) the
       independent auditors' qualifications,  independence and performance, and
       (d) the  performance of the  Corporation's  internal audit  functions if
       any.

       Although the Audit  Committee  has the powers and  responsibilities  set
       forth in this Charter, the role of the Audit Committee is oversight. The
       members  of the  Audit  Committee  are not  full-time  employees  of the
       Corporation  and may or may not be accountants or auditors by profession
       or experts in the fields of accounting or auditing and, in any event, do
       not  serve  in such  capacity.  Consequently,  it is not the duty of the
       Audit Committee to conduct audits or to determine that the Corporation's
       financial  statements and  disclosures are complete and accurate and are
       in  accordance  with  generally  accepted   accounting   principles  and
       applicable  rules and  regulations.  These are the  responsibilities  of
       management and the independent auditors.


II.    ORGANIZATION

       The Audit Committee  shall consist of three or more  directors,  each of
       whom shall satisfy the independence,  financial  literacy and experience
       requirements  of Section 10A of the Securities  Exchange Act, Nasdaq and
       any other regulatory requirements.

       The members of the Audit  Committee  shall be  appointed by the Board on
       the recommendation of the Human Resource Committee.

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


III.   MEETINGS

       The  Audit  Committee  shall  meet at  least  four  times  per year on a
       quarterly basis, or more frequently as circumstances require. As part of
       its job to foster open communication,  the Audit Committee shall meet at
       least quarterly with the  independent  auditors and the Legal Counsel in


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       separate  private  sessions  to  discuss  any  matters  that  the  Audit
       Committee of each of these groups believe should be discussed privately.

       The members of the Audit Committee shall select a chair who will preside
       at each meeting of the Audit  Committee  and, in  consultation  with the
       other members of the Audit Committee, shall set the frequency and length
       of each meeting and the agenda of items to be addressed at each upcoming
       meeting.

       The chair shall ensure that the agenda for each upcoming  meeting of the
       Audit  Committee is circulated to each member of the Audit  Committee as
       well as each other director in advance of the meeting.


IV.    AUTHORITY AND RESPONSIBILITIES

       In recognition of the fact that the independent  auditors are ultimately
       accountable to the Audit  Committee,  the Audit Committee shall have the
       sole  authority  and  responsibility  to  select,  evaluate  and,  where
       appropriate,  replace  the  independent  auditors  (or to  nominate  the
       independent  auditors for stockholder  approval),  and shall approve all
       audit  engagement fees and terms and all non-audit  engagements with the
       independent auditors.  The Audit Committee shall consult with management
       but shall not delegate these responsibilities

       To fulfill its responsibilities, the Audit Committee shall:

            WITH RESPECT TO THE INDEPENDENT AUDITORS:

       1.   Be  directly  responsible  for the  appointment,  compensation  and
            oversight  of the  work  of  the  independent  auditors  (including
            resolution of disagreements  between management and the independent
            auditors  regarding   financial   reporting)  for  the  purpose  of
            preparing its audit report or related work

       2.   Have the sole  authority  to  review  in  advance,  and  grant  any
            appropriate  pre-approvals,  of (a)  all  auditing  services  to be
            provided by the independent auditors and (b) all non-audit services
            to be provided by the independent  auditors as permitted by Section
            10A of the Securities Exchange Act, and in connection  therewith to
            approve all fees and other terms of engagement. The Audit Committee
            shall also review and approve  disclosures  required by  applicable
            regulatory requirements.

       3.   Review  on an  annual  basis  the  performance  of the  independent
            auditors including the lead audit partner.


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       4.   Ensure that the independent  auditors submit to the Audit Committee
            on an annual basis a written statement  consistent with Independent
            Standards  Board  Standard  No.  1,  discuss  with the  independent
            auditors any  disclosed  relationships  or services that may impact
            the  objectivity and  independence of the independent  auditors and
            satisfy itself as to the independent auditors' independence.

       5.   Confirm  that  the  lead  audit   partner  and  the  audit  partner
            responsible  for  reviewing  the  audit,  has not  performed  audit
            services for the  Corporation  for each of the five previous fiscal
            years, taking into account years prior to adoption of S/O Act.

       6.   Review all reports  required  to be  submitted  by the  independent
            auditors to the Audit Committee under Section 10A of the Securities
            Exchange Act.

       7.   Review,  based upon the recommendation of the independent  auditors
            and  management,  the  scope and plan of the work to be done by the
            independent auditors.

            WITH RESPECT TO THE ANNUAL FINANCIAL STATEMENTS:

       8.   Review and discuss with management and the independent auditors the
            Corporation's  annual  audited  financial   statements,   including
            disclosures  made  in  "Management's  Discussion  and  Analysis  of
            Financial  Condition and Results of Operations" and the independent
            auditors'  audit  of  the  annual  financial  statements  prior  to
            submission to stockholders, any government body, any stock exchange
            or the public.

       9.   Discuss with the  independent  auditors the matters  required to be
            discussed by Statement  on Auditing  Standards  No. 61, as amended,
            relating to the conduct of the audit.

       10.  Recommend  to the Board,  if  appropriate,  that the  Corporation's
            annual   audited   financial   statements   be   included   in  the
            Corporation's  annual  report on Form 20-F or 40-F for filing  with
            the Securities and Exchange Commission.

            WITH RESPECT TO QUARTERLY FINANCIAL STATEMENTS:

       11.  Review and discuss  with  management  the  Corporation's  quarterly
            financial  statements,  including disclosures made in "Management's
            Discussion  and  Analysis  of  Financial  Condition  and Results of
            Operations" and the independent  auditors'  review of the quarterly
            financial  statements,  prior to  submission to  stockholders,  any
            government body, any stock exchange or the public.


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            ANNUAL REVIEWS:

       12.  Obtain and review an annual report from management  relating to the
            accounting  principles used in the preparation of the Corporation's
            financial statements, including those policies for which management
            is required to  exercise  discretion  or  judgments  regarding  the
            implementation  thereof. If requested,  discuss with management and
            the independent auditors any issues regarding accounting principles
            used by the Corporation.

            PERIODIC REVIEWS:

       13.  Periodically  review  separately  with each of  management  and the
            independent  auditors  (a)  any  significant  disagreement  between
            management  and the  independent  auditors in  connection  with the
            preparation  of the  financial  statements,  (b)  any  difficulties
            encountered   during  the  course  of  the  audit,   including  any
            restrictions on the scope of work or access to required information
            and (c) management's response to each.

       14.  Periodically  discuss  with  the  independent   auditors,   without
            management being present, (a) their judgments about the quality and
            appropriateness  of the  Corporation's  accounting  principles  and
            financial   disclosure   practices  as  applied  in  its  financial
            reporting   and  (b)  the   completeness   and   accuracy   of  the
            Corporation's financial statements.

       15.  Consider and approve,  if appropriate,  significant  changes to the
            Corporation's   accounting   principles  and  financial  disclosure
            practices as suggested by the  independent  auditors or management.
            Review with the independent auditors and management, at appropriate
            intervals, the extent to which any changes in accounting principles
            or  financial  disclosure  practices,  as  approved  by  the  Audit
            Committee, have been implemented.

       16.  Review and discuss with  management,  the independent  auditors and
            the Corporation's in-house and independent counsel, as appropriate,
            any  legal,  regulatory  or  compliance  matters  that could have a
            significant  impact  on  the  Corporation's  financial  statements,
            including applicable changes in accounting standards or rules.

            DISCUSSIONS WITH MANAGEMENT:

       17.  Review and discuss with management the Corporation's earnings press
            releases,  including the use of "Pro forma" or "Adjusted"  non-GAAP
            information as well as financial  information and earnings guidance
            provided to analysts and rating agencies.  Such  discussions  maybe
            done generally (i.e.,  discussion of the types of information to be
            disclosed and the types of presentation to be made).


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       18.  Review and discuss with management all material  off-balance  sheet
            transactions,   arrangements,   obligations  (including  contingent
            obligations)  and  other  relationships  of  the  Corporation  with
            unconsolidated  entities or other persons, that may have a material
            current  or  future  effect  on  financial  condition,  changes  in
            financial  condition,  results of  operations,  liquidity,  capital
            resources,  capital reserves or significant  components of revenues
            or expenses.

       19.  Review  and  discuss  with  management  the  Company's  major  risk
            exposures and the steps  management  has taken to monitor,  control
            and manage such exposures.

            WITH RESPECT TO INTERNAL CONTROLS AND DISCLOSURE CONTROLS AND
            PROCEDURES:

       20.  In consultation with the independent auditors,  review the adequacy
            to the Corporation's  internal controls and disclosure controls and
            procedures designed to insure compliance with laws and regulations,
            and discuss the  responsibilities,  budget and  staffing  needs for
            support  of  internal   controls   and   disclosure   controls  and
            procedures.

       21.  Establish  procedures for (a) the receipt,  retention and treatment
            of complaints  received by the  Corporation  regarding  accounting,
            internal  accounting  controls  or  auditing  matters  and  (b) the
            confidential,  anonymous submission by employees of the Corporation
            of  concerns  regarding  the  questionable  accounting  or auditing
            matters.

       22.  Review,  when  required by  regulation,  (i) the  internal  control
            report prepared by management, including management's assessment of
            the  effectiveness  of  the  Corporation's  internal  controls  for
            financial reporting and (ii) the independent auditor's attestation,
            and report, on the assessment made by management.

            OTHER:

       23.  Review and approve all related-party transactions.

       24.  Review and  approve  (a) any change or waiver in the  Corporation's
            code of ethics for senior financial officers and (b) any disclosure
            regarding such change or waiver.

       25.  Establish a policy addressing the Corporation's hiring of employees
            or former employees of the independent auditors who were engaged on
            the  Corporation's  account  that  provides  as a minimum  that the
            positions of CEO, CFO, Chief Accounting Officer,  Controller or any
            person  serving  in an  equivalent  position  cannot be filled by a
            person employed by the independent auditor and that participated in
            the audit of the  Corporation  during the  preceding  twelve  month
            period.


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

       27.  Report  regularly  to the  Board.  Review  with the full  Board any
            issues that have arisen with respect to the quality or integrity of
            the Company's financial  statements,  the Company's compliance with
            legal or regulatory requirements,  the performance and independence
            of the Company's independent auditors.

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


V.     RESOURCES

       The Audit  Committee  shall  have the  authority  to retain  independent
       legal,  accounting and other  consultants to advise the Audit Committee.
       The  Audit  Committee  may  request  any  officer  or  employee  of  the
       Corporation or the Corporation's outside counsel or independent auditors
       to attend a meeting of the Audit  Committee  or to meet with any members
       of, or consultants to, the Audit Committee.

       The Audit Committee shall determine the extent of funding  necessary for
       payment of compensation  to the independent  auditors for the purpose of
       rendering  or issuing  the annual  audit  report and to any  independent
       legal,  accounting  and other  consultants  retained to advise the Audit
       Committee.


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