EXHIBIT 4.32
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                            FIRST AMENDING AGREEMENT
                           TO THE EMPLOYMENT AGREEMENT


This First Amending Agreement dated as of September 1, 2001, 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 (the "Agreement") providing for the terms of employment
of the Employee;

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 to the Agreement is hereby replaced in its entirety with the
         Schedule A 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, undertakings, written or oral, in respect
                  thereof.

      2.2         This First 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
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     GERMAIN LAMONDE                            BRUCE BONINI


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                                   SCHEDULE A
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                                       TO
                                       --
                            FIRST AMENDING AGREEMENT
                            ------------------------
                           TO THE EMPLOYMENT AGREEMENT
                           ---------------------------

                                  BRUCE BONINI
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                      REMUNERATION, VACATION, PLACE OF WORK
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1.       REMUNERATION

         From September 1, 2001 to August 31, 2002:

         (i)      Base salary of US$145,000 per annum.

         (ii)     Commission on Total Bookings (as defined in Schedule 4 of the
                  Employment Agreement):

                  During the period from September 1, 2001 to August 31, 2002,
                  commissions will be payable to Employee on a monthly basis in
                  amounts equal to the following percentages of Total Bookings
                  made in North America by all companies in the Corporation's
                  group of companies:

                     For Total Bookings from US$0 to US$45,000,000 - 0.1933% of
                     the Total Bookings figure is payable;

                     For Total Bookings exceeding US$45,000,000 and up to
                     US$60,000,000 - 0.3867% of the Total Bookings figure is
                     payable; and

                     For Total Bookings exceeding US$60,000,000 - 0.5800% of the
                     Total Bookings figure is payable.

                  Notwithstanding the preceding paragraphs and as an exceptional
                  measure for the current financial year given the unusual
                  market conditions, the Corporation undertakes to pay
                  commissions to Employee of at least US$72,500 in the event
                  Total Bookings for the period from September 1, 2001 to August
                  31, 2002 are less than US$37,506,467.


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         (iii)    Quarterly bonus: After the end of each of the Corporation's
                  financial quarters, the Employee shall be paid a bonus of
                  US$4,000 if the following Total Bookings objectives by the
                  North American Sales department for each such quarter are
                  attained:

                  1st Quarter: US$14,000,000         3rd Quarter: US$16,000,000
                  2nd Quarter: US$14,000,000         4th Quarter: US$16,000,000.

                  In the event the annual Total Bookings objective for the North
                  American Sales department of US$60,000,000 for the financial
                  year ending August 31, 2002 (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$16,000, taking into account
                  any quarterly payments that may have been made for attainment
                  of the quarterly objectives.

                  In the event the Annual Objective is exceeded by 10% or more,
                  an additional bonus of US$7,000 shall be paid to Employee and
                  if the Annual Objective is exceeded by 20% or more, a further
                  additional bonus of US$7,000 shall be paid to Employee.

         (iv)     Options: The following stock options will be issued to the
                  Employee in accordance with the terms of the Corporation's
                  Stock Option Plan and the terms set forth herein:

                  o        On October 10, 2001, 15,000 stock options;

                  o        On January 3, 2002, 5,000 stock options.

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

         (vi)     The provisions governing the payment of commission and the
                  reimbursement of expenses are set forth in Schedule D to the
                  Agreement.

         (vii)    An annual review of remuneration shall occur on or about
                  September 1, 2002.


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.


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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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