EXHIBIT 4.29
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                            SECOND AMENDING AGREEMENT
                           TO THE EMPLOYMENT AGREEMENT


This Second Amending 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 Bruce Bonini (the "Employee").


WHEREAS the Corporation and the Employee entered into an Employment Agreement
dated September 1, 2000 providing for the terms of employment of the Employee
which was amended by a First Amending Agreement dated September 1, 2001
(collectively, the "Agreement");

WHEREAS the parties hereto have agreed to amend the Agreement to modify certain
terms of employment;

THEREFORE the parties agree as follows:

1.       AMENDMENTS

         Schedule A and Schedule D to the Agreement are each hereby replaced in
         their entirety with the Schedule A and the Schedule D attached hereto
         and forming an integral part hereof.


2.       MISCELLANEOUS

         2.1      In all respects, except for those changes required to give
                  meaning and effect to the amendments provided for in the
                  foregoing sections hereof, the Agreement, as amended hereby,
                  remains in full force and effect, is hereby ratified and
                  confirmed in all respects, and is binding upon the parties
                  hereto. The Agreement constitutes the whole and entire
                  agreement between the parties hereto with respect to the
                  subject matter thereof and cancels and supersedes any prior
                  written agreements, declarations, commitments, representations
                  and undertakings, written or oral, in respect thereof.

         2.2      This Second Amending 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


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                  Employee at any other residence, or care of a subsequent
                  employer, of which the Corporation may be aware.

         2.3      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.


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


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                            SECOND AMENDING AGREEMENT
                            -------------------------
                           TO THE EMPLOYMENT AGREEMENT
                           ---------------------------

                                  BRUCE BONINI
                                  ------------

                                   SCHEDULE A
                                   ----------

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

1.       REMUNERATION

         From September 1, 2002 to August 31, 2003:

         (i)      Base salary of US$150,000 per annum.

         (ii)     Commission on Total Billings (as defined in Schedule D,
                  attached hereto):

                  During the period from September 1, 2002 to October 31, 2002,
                  commissions will be payable to Employee on a monthly basis in
                  amounts equal to the following percentages of Total Billings
                  made in North America by all companies in the Corporation's
                  group of companies as of September 1, 2002, but excluding EXFO
                  Gnubi Products Group Inc., EXFO Burleigh Life Science products
                  and EXFO Photonics X-Cite products:

                    For Total Billings from US$0 to US$38,400,000 - 0.2266% of
                    the Total Billings figure is payable;

                    For Total Billings exceeding US$38,400,000 and up to
                    US$51,200,000 - 0.4531% of the Total Billings figure is
                    payable; and

                    For Total Billings exceeding US$51,200,000 - 0.6797% of the
                    Total Billings figure is payable.

                  During the period from November 1, 2002 to August 31, 2003,
                  commissions will be payable to Employee on a monthly basis in
                  amounts equal to the following percentages of Total Billings
                  made in North America by all companies in the Corporation's
                  group of companies as of September 1, 2002, but excluding EXFO
                  Gnubi Products Group Inc., EXFO Burleigh Life Science products
                  and EXFO Photonics non-photonics and X-Cite products
                  (collectively, the "Defined Exceptions"):

                    For Total Billings from US$0 to US$32,690,000 - 0.2661% of
                    the Total Billings figure is payable;

                    For Total Billings exceeding US$32,690,000 and up to
                    US$46,700,000 - 0.4140% of the Total Billings figure is
                    payable; and


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                    For Total Billings exceeding US$46,700,000 - 0.6210% of the
                    Total Billings figure is payable.

                  It is noted that the rule of 60% of commission remuneration
                  for 70% of Total Billings (1st level) will continue to be used
                  by the parties for future financial years.

         (iii)    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 Billings objectives by the
                  North American Sales department for each such quarter are
                  attained for sales of products of all companies in the
                  Corporation's group of companies as of September 1, 2002, but
                  excluding the Defined Exceptions:

                  1st Quarter: US$9,800,000     3rd Quarter: US$12,550,000
                  2nd Quarter: US$10,100,000    4th Quarter: US$14,750,000.

                  In the event the annual Total Billings objective for the North
                  American Sales department of US$47,200,000 (based on all
                  companies in the Corporation's group of companies as of
                  September 1, 2002, but excluding the Defined Exceptions) (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.

         (iv)     Margin Improvement Bonus: A bonus of US$4,000 shall be paid to
                  Employee upon evaluation by Employee's superior that, during
                  the financial year ending on August 31, 2003, he attained the
                  objective of implementing strategies and controls to increase
                  the margin of the products of the Corporate Companies on sales
                  in North America by: (i) defining and commencing the
                  implementation of a plan to improve the cost per order dollar
                  ("CPOD") over that of the financial year ended August 31, 2002
                  and to attain 10% CPOD annual improvement until 2005; (ii)
                  maintaining or decreasing the average discount rate as
                  compared to the level of the financial year ended August 31,
                  2002 and defining and implementing a price increase plan for
                  future years; and (iii) attaining a growth rate of sales of
                  Category A Products (as defined in Schedule D) superior to the
                  average sales growth rate for all products.

         (v)      Demo Management Bonus: A bonus of US$2,000 shall be paid to
                  Employee upon evaluation by Employee's superior that, during
                  the financial year ending on August 31, 2003, he attained the
                  objective of improving demo management by: (i) reducing demo
                  levels on North American Sales territory to less than
                  US$3,000,000 book value (i.e. less than 6% of Total Billings


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                  objective); and (ii) reducing demo losses to less than
                  US$30,000 book value (i.e. less than 1% of demo pool).

         (vi)     Opportunity Bonus: A bonus of US$2,000 shall be paid to
                  Employee upon evaluation by Employee's superior that, during
                  the financial year ending on August 31, 2003, he attained the
                  following objectives: (i) reducing to less than 5%
                  opportunities with "no closing date" or "passed closing date";
                  and (ii) successful and efficient deployment of Lost Business
                  Report and use thereof by North American sales team,
                  commencing upon availability of such tool.

         (vii)    Support Bonus: A bonus of US$2,000 shall be paid to Employee
                  upon evaluation by the Vice President of EXFO Gnubi Products
                  Group Inc. that, during the financial year ending on August
                  31, 2003, the North American sales team has adequately
                  supported the sales efforts and activities relating to EXFO
                  Gnubi products.

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

         (ix)     The provisions governing the payment of commission and the
                  reimbursement of expenses are set forth in Schedule D attached
                  hereto.

         (x)      An annual review of remuneration shall occur on or about
                  September 1, 2003.


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.


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                            SECOND AMENDING AGREEMENT
                            -------------------------
                           TO THE EMPLOYMENT AGREEMENT
                           ---------------------------

                                  BRUCE BONINI
                                  ------------

                                   SCHEDULE D
                                   ----------

             TERMS RELATING TO THE PAYMENT OF COMMISSION AND BONUSES


1.       DEFINITIONS - For the purposes of the Agreement, the following terms
         shall have the meanings set forth hereinbelow:

         "Billings" shall mean the amount, based on the Net Invoice Price,
         invoiced to a customer for an Order.

         "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 EXFO.

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

         "Category A Products" shall mean the following products: FTB-400
         Universal Test System; FTB-5800 Chromatic Dispersion Analyzer; FTB-5500
         PMD Analyzer; IQS Intelligent Test System; OWA-9500 Optical Waveguide
         Analyzer; IQS-12001B Cable Assembly Test System.

         "Total Billings" shall mean the total amount of Billings invoiced in
         any defined territory or credited to Employee pursuant to a commission
         split for any specified period.


2.       COMPUTATION AND PAYMENT OF COMMISSION AND BONUSES

         2.1      All quarterly bonuses are payable at the end of the month
                  following the end of the quarter in which the applicable bonus
                  was earned and annual bonuses are payable within 60 days of
                  the end of the financial year.

         2.2      At the time of payment of commission to Employee, the Employer
                  will provide to Employee a monthly commission statement
                  showing


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                  commissions and bonuses earned during the month, or the
                  quarter as applicable, with invoice numbers, copy of invoices
                  and customer names.

         2.3      Commission and bonuses are 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.

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

                  (i)      an amount equal to commissions or bonuses previously
                           paid or credited relating to products which have
                           since been returned by the customer or on allowances
                           credited to the customer for any reason by EXFO; and

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

         2.5      In the case of the termination of the Agreement, the Employer
                  may withhold payment of commission and bonuses in accordance
                  with the terms set forth in Section 5 of this Attachment D.


3.       COMMISSION SPLIT

         3.1      When engineering processes, the execution or shipping of an
                  Order 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, unless otherwise agreed by the affected
                  parties, EXFO will split the amount of the Billing accounted
                  for in the Total Billings between the territories involved as
                  follows, with the exception of Billings credited to the NSP
                  U.S.A. team:

                  (i)      40% of the amount of the Billing shall be credited to
                           the department in whose territory the product is
                           engineered or specifications were prepared;

                  (ii)     40% of the amount of the Billing shall be credited to
                           the department to whose territory the product is
                           shipped;


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                  (iii)    20% of the amount of the Billing shall be credited to
                           the department in whose territory the Order is
                           executed.

         3.2      In the event the Billing is credited to the NSP U.S.A. team,
                  unless otherwise agreed by the affected parties, EXFO will
                  split the amount of the Billing accounted for in the Total
                  Billings between the territories involved as follows:

                  (i)      For the Category A companies listed below, 50% of the
                           amount of the Billing shall be credited to the
                           department in whose territory the end-user is located
                           and 50% of the amount of the Billing shall be
                           credited to the department in whose territory the
                           product is engineered or the specifications were
                           prepared. This category is used for companies who
                           have a highly centralized standardization selection
                           process.

                  (ii)     For the Category B companies listed below, 70% of the
                           amount of the Billing shall be credited to the
                           department in whose territory the end-user is located
                           and 30% of the amount of the Billing shall be
                           credited to the department in whose territory the
                           product is engineered or the specifications were
                           prepared. This category is used for companies with a
                           semi-diverse standardization selection process.

                  (iii)    For the Category C companies listed below, 100% of
                           the amount of the Billing shall be credited to the
                           department in whose territory the end-user is
                           located. This category is used for companies who have
                           a very diverse and multi-location standardization
                           selection process.

         -----------------------------------------------------------------------
         Category A                     Category B              Category C
         -----------------------------------------------------------------------
         AT&T Long Distance             QWEST                   SBC
         -----------------------------------------------------------------------
         AT&T Local Services            WorldCom/MCI            Verizon
         -----------------------------------------------------------------------
         Sprint Long Distance           Time Warner Telecom     Cox Cable
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         Dominion                                               GSA
         -----------------------------------------------------------------------
                                                                BellSouth
         -----------------------------------------------------------------------


         3.3      EXFO will make the determination as to commission splits and
                  advise the interested parties, usually at the time the Order
                  is accepted by EXFO. 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.


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4.       ACCEPTANCE OF ORDERS - The following conditions shall be fulfilled
         before acceptance by EXFO of an Order: (i) all Orders shall be
         confirmed to EXFO by the purchaser/buyer with a purchase order number,
         (ii) EXFO 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 representative of EXFO shall have
         accepted the Order, and (iv) the credit department of EXFO
         Electro-Optical Engineering Inc. shall have accepted the Order.


5.       PAYMENT OF COMMISSION AND BONUSES AND ADMISSIBLE BUSINESS EXPENSES IN
         CASE OF TERMINATION - In the event of the termination of the Agreement,
         payment of commission and bonuses and reimbursement of Admissible
         Business Expenses will be made by Employer as follows:

         5.1      Commission and bonuses: any commission and bonuses that may
                  still be payable at the date of termination shall be withheld
                  by Employer until the occurrence of the latest of the
                  following events:

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

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

         5.2      Reimbursement of Admissible Business Expenses: any
                  reimbursement of Admissible Business Expenses incurred before
                  the date of the termination that may be payable shall be
                  withheld by Employer until the occurrence of the latest of the
                  following events:

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

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

                  It is understood that reimbursement of Admissible Business
                  Expenses is not payable by EXFO 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 and process the reimbursement.


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