EXHIBIT 4.8

                            SHARE PURCHASE AGREEMENT
                            ------------------------


                  THIS AGREEMENT is made as of November 2, 2001


BETWEEN:                                JDS UNIPHASE INC., a corporation
                                        incorporated under the laws of Canada,
                                        having its offices at 570 West Hunt Club
                                        Road Nepean, Ontario, K2G 5W8,

                                        (hereinafter, the "SELLER"); AND:
                                        3905268 CANADA INC., a corporation
                                        incorporated under the laws of Canada,
                                        having its head office at 465 Godin
                                        Ave., Vanier, Quebec, GIM 3G7,

                                        (hereinafter, the "BUYER");

         WHEREAS EXFO Electro-Optical Engineering Inc., the Buyer, the Company,
Sami Yazdi, Giovanni Forte, Nando Digiambattista, Sergio Prestipino, Patrick
Ostiguy, Stephane Bonenfant, Claude Richer and Jocelyn Ouellet have entered into
an agreement of merger dated as of August 20, 2001, as amended, (the "AGREEMENT
OF MERGER") to which the Seller has intervened on August 20, 2001;

         WHEREAS the Agreement of Merger provides for the purchase by the Buyer
from the Seller of certain shares of the Company held by the Seller, prior to
the closing of the transactions contemplated therein;

         WHEREAS the Buyer wishes to purchase the Shares and the Seller has
agreed to sell the Shares to the Buyer, the whole on the terms and conditions
herein set forth;


IN CONSIDERATION of the mutual covenants, agreements, representations and
warranties contained in this Agreement, and of other good and valuable
consideration (the receipt and sufficiency of which are acknowledged by each
Party), the Parties agree as follows:

                                    ARTICLE 1

                                 INTERPRETATION

1.1      DEFINITIONS.  In this Agreement,

         "AGREEMENT" means this share purchase agreement including all attached
         schedules, as the same may be supplemented, amended, restated or
         replaced from time to time;

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         "APPLICABLE LAW" means any domestic statute, law, ordinance,
         regulation, by-law (zoning or otherwise) or any order, judgment,
         injunction, decree, award or writ of any court, tribunal, arbitrator,
         Governmental Authority, or other Person having jurisdiction, that
         applies to the Seller, the Buyer or the Company;

         "ARTICLES" means the articles of incorporation, amendment, continuance
         and amalgamation, as the case may be, of the Company;

         "BUSINESS DAY" means a day other than a Saturday or Sunday on which
         Canadian chartered banks are open for the transaction of domestic
         business in Montreal, Quebec;

         "CLAIMS" means any demand, action, cause of action, damage, loss, cost,
         liability, expense or requirements, governmental or otherwise,
         including the cost of legal representation in respect thereof and any
         interest or penalty arising in connection therewith;

         "CLOSING" means the completion of the sale to, and purchase by, the
         Buyer of, the Shares and the completion of all other transactions
         contemplated by this Agreement which are to occur contemporaneously
         with the purchase and sale of the Shares;

         "CLOSING DATE" means the date of execution of this Agreement, which
         will take place at the offices of Fasken Martineau DuMoulin LLP, Stock
         Exchange Tower, Suite 3400, 800 Place Victoria, Montreal, Quebec.

         "CLOSING DOCUMENT" means any document delivered at or subsequent to the
         Closing Date as provided in or pursuant to this Agreement;

         "COMPANY" means Avantas Networks Corporation;

         "ENCUMBRANCE" means any security interest, mortgage, lien, hypothec,
         pledge, hypothecation, assignment, charge, deemed trust, voting trust
         or pooling agreement with respect to securities, an adverse claim or
         any other right or option, affecting the Shares;

         "GOVERNMENTAL AUTHORITY" means any domestic government whether federal,
         provincial or municipal and any governmental agency, governmental
         authority, governmental tribunal, governmental commission or regulatory
         authority of any kind whatever;

         "INCLUDING" means "including without limitation" and the term
         "including" shall not be construed to limit any general statement which
         it follows to the specific or similar items or matters immediately
         following it;

         "LIABILITIES" means all costs, expenses, charges, debts, liabilities
         claims, demands and obligations, whether primary or secondary, direct
         or indirect, fixed, contingent, absolute

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         or otherwise, under or in respect of any contract, agreement,
         arrangement, lease, commitment or undertaking, applicable laws and
         taxes;

         "PARTIES" means the Buyer and the Seller collectively, and "Party"
         means any one of them;

         "PERSON" shall be broadly interpreted and includes an individual, body
         corporate, partnership, joint venture, trust, association,
         unincorporated organization, the Crown, any Governmental Authority or
         any other entity recognized by law;

         "PURCHASE PRICE" means the purchase price to be paid by the Buyer to
         the Seller as provided in Section 2.2;

         "SHAREHOLDER'S AGREEMENT" means the shareholder's agreement among the
         shareholders of the Company dated as of December 21, 2000;

         "SHARES" means [4,678,875 series B1 Voting Preferred Shares and 584,859
         series B2 Non Voting Preferred Shares] in the share capital of the
         Company;

1.2      HEADINGS. The division of this Agreement into articles, sections,
         subsections and schedules and the insertion of headings are for
         convenience of reference only and shall not affect the construction or
         interpretation of this Agreement. The article, section, subsection and
         schedule headings in this Agreement are not intended to be full or
         precise descriptions of the text to which they refer and are not to be
         considered part of this Agreement. All uses of the words "hereto",
         "herein", "hereof", "hereby" and "hereunder" and similar expressions
         refer to this Agreement and not to any particular section or portion of
         it. References to an Article, Section, Subsection or Schedule refer to
         the applicable article, section, subsection or schedule of this
         Agreement.

1.3      NUMBER AND GENDER. In this Agreement, words in the singular include the
         plural and vice-versa and words in one gender include all genders.

1.4      ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
         between the Parties pertaining to the subject matter hereof and
         supersedes all prior agreements, negotiations, discussions and
         understandings, written or oral, between the Parties with the exception
         of applicable terms of the Agreement of Merger. There are no
         representations, warranties, conditions, other agreements or
         acknowledgements, whether direct or collateral, express or implied,
         that form part of or affect this Agreement, or which induced any Party
         to enter into this Agreement or on which reliance is placed by any
         Party, except as specifically set forth in this Agreement, in the
         Closing Documents or in the Agreement of Merger.

1.5      AMENDMENT. This Agreement may be amended, modified or supplemented only
         by a written agreement signed by all Parties.

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1.6      WAIVER OF RIGHTS. Any waiver of, or consent to depart from the
         requirements of any provision of this Agreement shall be effective only
         if it is in writing and signed by the Party giving it, and only in the
         specific instance and for the specific purpose for which it has been
         given. No failure on the part of any Party to exercise, and no delay in
         exercising, any right under this Agreement shall operate as a waiver of
         such right. No single or partial exercise of any such right shall
         preclude any other or further exercise of such right or the exercise of
         any other right.

1.7      APPLICABLE LAW. This Agreement shall be governed by, and interpreted
         and enforced in accordance with the laws in force in the Province of
         Quebec (excluding any conflict of laws, rule or principle which might
         refer such interpretation to the laws of another jurisdiction).

1.8      CURRENCY. Unless specified otherwise, all statements of or references
         to dollar amounts in this Agreement are to lawful money of the United
         States of America.

1.9      PERFORMANCE ON HOLIDAYS. If any action is required to be taken pursuant
         to this Agreement on or by a specified date which is not a Business
         Day, then such action shall be valid if taken on or by the next
         succeeding Business Day.

                                    ARTICLE 2

                 PURCHASE AND SALE OF SHARES AND PROMISSORY NOTE

2.1      PURCHASE AND SALE OF SHARES. The Buyer hereby purchases the Shares and
         the Seller hereby irrevocably and unconditionally sells, assigns,
         transfers and conveys the Shares to the Buyer all as provided in this
         Agreement.

2.2      PURCHASE PRICE. The Purchase Price for the Shares is US$31,054,980.54,
         payable at Closing by way of a non-interest bearing promissory note
         (the "NOTE"), which Note shall be paid in full upon the completion of
         the transactions set forth in the Agreement of Merger.

                                    ARTICLE 3

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

In order to induce the Buyer to enter into this Agreement, the Seller represents
and warrants to Buyer the matters set forth below, which shall be true on the
date of execution hereof and on the Closing Date:

3.1      AUTHORISATION. The Seller has the requisite corporate power and
         authority to enter into and to consummate the transactions contemplated
         by this Agreement and otherwise to carry out its obligations hereunder.
         The execution and delivery of this Agreement by the Seller and the
         consummation by it of the transactions contemplated hereby have been

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         duly authorised by all necessary action on its part, and no further
         action is required by the Seller. This Agreement has been duly executed
         by the Seller and, assuming this Agreement constitutes a valid and
         binding obligation of the Buyer, this Agreement constitutes a valid and
         binding agreement of the Seller enforceable against the Seller in
         accordance with its terms, subject, as to enforcement, to bankruptcy,
         insolvency, fraudulent transfer, reorganisation, moratorium and similar
         laws of general applicability relating to or affecting creditor's
         rights and to general principles of equity, regardless of whether such
         enforceability is considered in equity or at law. The Seller, as a
         result of executing this Agreement and performing its obligations
         hereunder, is not in violation of any of the provisions of its
         certificate or incorporation, bylaws or other organisational documents.

3.2      OWNERSHIP OF COMPANY SHARES. The Seller has the right, power and
         authority to sell, transfer, assign, vote and deliver the Shares being
         sold by it hereunder. Immediately prior to the delivery of the Shares
         to the Buyer, the Seller will be the sole registered and beneficial
         owner of the Shares it holds and have good and valid title to such
         Shares, free and clear of all Encumbrances and restrictions on transfer
         other than those in the articles of the Company and which shall have
         been complied with at Closing. Except for the Shareholders' Agreement,
         there are no outstanding options, warrants, convertible securities,
         calls, rights, commitments, preemptive rights or agreements or
         instruments or understandings of any character to which the Seller is a
         party, obligating the Seller to deliver or sell, or cause to be
         delivered or sold, contingently or otherwise, such Shares. Except for
         the Shareholders' Agreement, there are no voting trust agreements or
         other contracts, agreements, arrangements, commitments, plans or
         understandings to which the Seller is a party restricting or otherwise
         relating to voting, dividend or other rights with respect to the
         Shares.

3.3      CONSENTS AND APPROVALS. No consent, approval, order or authorisation
         of, or registration, declaration or filing, is required by or with
         respect to the Seller in connection with the execution and delivery of
         this Agreement by the Seller or the consummation by it of the
         transactions contemplated by this Agreement.

                                    ARTICLE 4

                   REPRESENTATIONS AND WARRANTIES OF THE BUYER

Buyer hereby represents and warrants to the Seller, as of the date hereof, as
follows:

4.1      AUTHORIZATION. The Buyer has the requisite corporate power and
         authority to enter into and to consummate the transactions contemplated
         by this Agreement and otherwise to carry out its obligations hereunder.
         The execution and delivery of this Agreement by the Buyer and the
         consummation by it of the transactions contemplated hereby have been
         duly authorized by all necessary action on its part and no further
         action is required by the Buyer. This Agreement has been duly executed
         by the Buyer and, assuming this

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         Agreement constitutes a valid and binding obligation of the Seller,
         this Agreement constitutes a valid and binding agreement of the Buyer
         enforceable against the Buyer in accordance with its terms, subject,
         however, as to enforcement, to bankruptcy, insolvency, fraudulent
         transfer, reorganization, moratorium and similar laws of general
         applicability relating to or affecting creditors' rights and to general
         principles of equity, regardless of whether such enforceability is
         considered in equity or at law.

4.2      CONSENTS AND APPROVALS. No consent, approval, order or authorization
         of, or registration, declaration or filing with respect to the Buyer in
         connection with the execution and delivery of this Agreement by the
         Buyer or the consummation by the Buyer of the transactions contemplated
         by this Agreement.

                                    ARTICLE 5

                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

5.1      SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
         warranties made by the Seller or the Buyer in this Agreement shall
         terminate on the date which is 90 days after the date EXFO
         Electro-Optical Engineering Inc. has publicly released its audited
         financial statements for the year ended August 31, 2003 except to the
         extent that, during such period, any Party shall have given detailed
         notice (to the extent feasible) to the other Party of a specified Claim
         in respect of any representation or warranty in which case such
         representation and warranty with respect to such Claim shall continue
         in full force and effect until the final determination of such Claim.

                                    ARTICLE 6

                                 INDEMNIFICATION

6.1      INDEMNIFICATION BY THE SELLER. The Seller shall be liable to the Buyer
         and shall defend, indemnify and hold harmless the Buyer against any and
         all Claims incurred or suffered by or imposed upon the Buyer or the
         Company arising directly or indirectly out of:

         6.1.1    the breach of any representation or warranty of the Seller
                  contained in or contemplated by this Agreement or in any other
                  agreement or document required to be furnished by the Seller
                  to the Buyer hereunder,; and;

         6.1.2    the breach or non-fulfilment of any agreement, covenant,
                  undertaking or obligation of the Seller contained in this
                  Agreement.

6.2      INDEMNIFICATION BY THE BUYER. The Buyer shall be liable to the Seller
         and shall defend, indemnify and hold harmless the Seller against any
         and all Claims incurred or suffered by or imposed upon any of the
         Seller arising directly or indirectly out of:

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         6.2.1    the breach of any representation or warranty of the Buyer
                  contained in or contemplated by this Agreement or in any other
                  agreement or document required to be furnished by the Buyer to
                  the Seller hereunder; and

         6.2.2    the breach or non-fulfilment of any agreement, covenant,
                  undertaking or obligation of the Buyer contained in this
                  Agreement.

6.3      THIRD PARTY CLAIMS. With respect to third party claims, the following
         indemnification procedures shall apply:

         6.3.1    promptly upon receipt by the Buyer or the Company or the
                  Seller (in this paragraph referred to as the "INDEMNITEE"), as
                  the case may be, of notice of any demand or statement by or on
                  behalf of any person or entity other than the Buyer or the
                  Seller which, if maintained or enforced, will or might result
                  in any Claim of the nature described in Section 6.1 or 6.2
                  ("THIRD-PARTY CLAIM") in respect of which the Indemnitee
                  proposes to demand indemnification from the Buyer or the
                  Seller (in this section referred to as the "INDEMNITOR"), as
                  the case may be, pursuant to the provisions hereof, the
                  Indemnitee shall give written notice to that effect to the
                  Indemnitor with reasonable promptness;

         6.3.2    the Indemnitor shall have the right by written notice to the
                  Indemnitee not later than 30 days after giving of the notice
                  described in Subsection 6.3.1 to assume the control of the
                  defence, compromise or settlement of the Third-Party Claim,
                  provided that such assumption shall, by its terms, be without
                  cost to the Indemnitee and shall not limit in any way the
                  Indemnitee's right to indemnification pursuant to the
                  provisions hereof;

         6.3.3    upon the assumption of control by the Indemnitor as aforesaid,
                  the Indemnitor shall, at its expense, diligently proceed with
                  the defence, compromise or settlement of the Third-Party Claim
                  at Indemnitor's sole expense, including the retention of
                  counsel, and, in connection therewith, the Indemnitee shall
                  cooperate fully, but at the sole expense of the Indemnitor, to
                  make available to the Indemnitor all pertinent information and
                  witnesses under the Indemnitee's control, make such
                  assignments and take such other steps as in the opinion of
                  counsel for the Indemnitor are necessary to enable the
                  Indemnitor to conduct such defence;

         6.3.4    the final determination of any such Third-Party Claim,
                  including all related costs and expenses, shall be binding and
                  conclusive upon the Parties hereto, as to the validity or
                  invalidity, as the case may be, of such Third-Party Claim
                  against the Indemnitor hereunder. Notwithstanding any
                  provision of this Section 6.3, the Indemnitor may not consent
                  to any settlement of a Third-Party Claim if the terms of such
                  settlement require the Indemnitee to act or refrain from
                  acting, without the prior consent of the Indemnitee;

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         6.3.5    should the Indemnitor fail to give notice to the Indemnitee as
                  provided in Subsection 6.3.2, the Indemnitee shall be entitled
                  to make such settlement of the Third-Party Claim as in its
                  sole discretion may appear advisable, and such settlement or
                  any other final determination of the Third-Party Claim shall
                  be binding upon the Indemnitor.

6.4      EXCLUSIVE REMEDY FOR DAMAGES. The rights of indemnity set forth in this
         Article 6 are the sole and exclusive remedy of each Party in respect of
         a Claim by any Party hereunder or under any Closing Document, provided
         however that nothing herein shall limit a Party's recourse to any
         equitable remedies. Article 6 shall remain in full force and effect in
         all circumstances and shall not be terminated by any breach
         (fundamental, negligent or otherwise) by any Party of its
         representations, warranties or covenants hereunder or under any Closing
         Document or by any termination or rescission of this Agreement or any
         Closing Document or any part hereof or thereof.

                                    ARTICLE 7

                                CLOSING DOCUMENTS

7.1      CLOSING DOCUMENTS. In addition to any agreements or deeds required to
         give effect to the transfer of the Shares in favour of the Buyer, the
         Parties agree to enter into or to deliver the following agreements and
         documents at the Closing Date, which agreements and documents shall be
         satisfactory to the Buyer and the Seller and their respective counsel,
         acting reasonably:

         7.1.1    the Note representing the amount of the Purchase Price;

         7.1.2    share certificates representing the Shares duly endorsed by
                  the Seller in blank for transfer to the Buyer;

         7.1.3    legal opinion of counsel of each of the Company and the Seller
                  satisfactory to the Buyer, acting reasonably.

                                    ARTICLE 8

                             POST-CLOSING DOCUMENTS

8.1      The Parties agree to enter into or deliver the following agreements and
         documents upon the completion of the transactions set forth in the
         Agreement of Merger: certified cheques or bank drafts drawn by the
         Buyer, or on its behalf, and payable to the order of the Seller in
         payment of the Note at Closing, and a receipt and release therefor.

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                                    ARTICLE 9

                                     GENERAL

9.1      EXPENSES. Each Party shall pay all expenses it incurs in authorizing,
         preparing, executing and performing this Agreement and the transactions
         contemplated hereunder, whether or not the Closing occurs, including
         all fees and expenses of its legal counsel, accountants or other
         representatives or consultants.

9.2      COMMISSION. Each Party represents and warrants to the other Party that
         such other Party will not be liable for any brokerage commission,
         finder's fee or other similar payment in connection with the
         transactions contemplated hereby because of any action taken by, or
         agreement or understanding reached by, the first Party.

9.3      TIME. Time is of the essence of each provision of this Agreement.

9.4      NOTICES. Any demand, notice or other communication to be given in
         connection with this Agreement will be given in writing and will be
         given by personal delivery, by registered mail or by electronic means
         of communication addressed to the recipient as follows:

         To the Seller:

                  JDS UNIPHASE INC. INC.
                  570 West Hunt Club Road
                  Nepean, Ontario
                  K2G 5W8

                  Attention:  Ken Scott

                  Fax No.:    (613) 727-1852

         To the Buyer:

                  3905268 CANADA INC.
                  465 Godin Avenue
                  Vanier, Quebec
                  G1M 3G7

                  ATTENTION:  GERMAIN LAMONDE, PRESIDENT

                  Fax No.:    (418) 683-9839

         With a copy to:

                  Robert Pare

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                                      -10-

                  FASKEN MARTINEAU DUMOULIN
                  Stock Exchange Tower
                  Suite 3400
                  800 Place-Victoria
                  Montreal, Quebec
                  H4Z 1E9

         or to such other address, individual or electronic communication number
         as may be designated by notice given by either party to the other. Any
         demand, notice or other communication given by personal delivery will
         be conclusively deemed to have been given on the day of actual delivery
         thereof and, if given by registered mail, on the fifth Business Day
         following the deposit thereof in the mail, and, if given by electronic
         communication, on the day of transmittal thereof if given during the
         normal business hours of the recipient and on the Business Day during
         which such normal business hours next occur if not given during such
         hours on any day. If the party giving any demand, notice or other
         communication knows or ought reasonably to know of any difficulties
         with the postal system that might affect the delivery of mail, any such
         demand, notice or other communication may not be mailed but must be
         given by personal delivery or by electronic communication.

 9.5     PUBLIC ANNOUNCEMENTS. From the date of this Agreement until the earlier
         of the Closing or the termination of this Agreement, no party hereto
         will issue or cause the publication of any press release or other
         public announcement with respect to this Agreement or the transactions
         contemplated hereby without the prior consent of Buyer (in the case of
         the Seller) or the Seller (in the case of Buyer), which consent shall
         not be unreasonably withheld; PROVIDED, HOWEVER, that: (a) nothing
         herein will prohibit either party from issuing or causing publication
         of any such press release or public announcement to the extent that
         such party's counsel reasonably determines such action to be required
         by law, or the regulations of any government agency or the exchanges or
         markets on which shares of the Seller of the Buyer are traded, in which
         case the party making such determination will, to the greatest extent
         practicable in light of the circumstances, use best efforts to allow
         the other party reasonable time to comment on such release or
         announcement in advance of its issuance; and (b) Buyer and the Seller
         may disclose this Agreement and the transactions contemplated hereby to
         third parties in connection with securing consents of such third
         parties and in connection with any permits, approvals, filings or
         consents required by law to be obtained.

9.6      ASSIGNMENT. Neither Party may assign any rights or benefits under this
         Agreement, including the benefit of any representation or warranty, to
         any Person. Each Party agrees to perform its obligations under this
         Agreement itself, and not to arrange in any way for any other Person to
         perform those obligations. No assignment of benefits or arrangement for
         substituted performance by one Party shall be of any effect against the
         other Party except to the extent that other Party has consented to it
         in writing. Subject to the foregoing, this Agreement shall enure to the
         benefit of and be binding upon the Parties

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         and their respective successors (including any successor by reason of
         amalgamation or statutory arrangement of any Party).

9.7      FURTHER ASSURANCES. Each Party shall do such acts and shall execute
         such further documents, conveyances, deeds, assignments, transfers and
         the like, and will cause the doing of such acts and will cause the
         execution of such further documents as are within its power as any
         other Party may in writing at any time and from time to time reasonably
         request be done and or executed, in order to give full effect to the
         provisions of each Closing Document.

9.8      COUNTERPARTS. This Agreement may be executed in any number of
         counterparts. Each executed counterpart shall be deemed to be an
         original. All executed counterparts taken together shall constitute one
         agreement.

TO WITNESS their agreement, the Parties have duly executed this Agreement at
Montreal, Quebec, as of the date indicated hereinabove.


                                   JDS UNIPHASE INC.


                                By:     /s/ Ken Scott
                                        ---------------------------------------
                                Name:   Ken Scott
                                        ---------------------------------------
                                Title:  Vice President
                                        ---------------------------------------



                                   3905268 CANADA INC.


                                By:     /s/ Germain Lamonde
                                        ---------------------------------------
                                Name:   Germain Lamonde
                                        ---------------------------------------
                                Title:  President
                                        ---------------------------------------