EXHIBIT 4.31
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                    SEPARATION AGREEMENT AND GENERAL RELEASE


WHEREAS Mr. Sami Yazdi is employed by EXFO Protocol Inc. (the "Employer"), a
subsidiary of EXFO Electro-Optical Engineering Inc., having its head office at
465 Godin Avenue, Vanier, Quebec, G1M 3G7.

WHEREAS Mr. Yazdi's employment has been terminated effective March 14, 2003; and

WHEREAS the Employer wishes to provide adequate compensation to Mr. Yazdi;

NOW THEREFORE, MR. YAZDI HEREBY COVENANTS AND AGREES AS FOLLOWS:

SEVERANCE PAYMENT
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Mr. Yazdi hereby accepts and agrees to receive from the Employer an amount
equivalent to twelve (12) months of regular salary as compensation for
termination of his employment, less any deductions required by law. This amount
does not include any salary, vacation pay, reimburseable business expenses or
any other amount that was otherwise payable to Mr. Yazdi as of the last day of
his employment, and that was paid at that time. Mr. Yazdi acknowledges that he
is not entitled to any other amount in relation to his employment or termination
thereof.

RELEASE OF EMPLOYER
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In consideration of the sums received from the Employer in accordance with the
present Agreement, Mr. Yazdi hereby releases and forever discharges the
Employer, its directors, officers, administrators, shareholders, affiliates,
successors and assigns from all actions, causes of action, claims and demands of
every nature in any way related to his employment and the termination of his
employment.

For the above consideration, Mr. Yazdi hereby agrees not to make any claim, or
to commence or maintain any action or proceeding, against any person or
corporation, in which a claim or demand of any nature could arise against the
Employer, its directors, officers, administrators, shareholders, affiliates
successors and assigns in any way related to his employment and the termination
of his employment.

Mr. Yazdi acknowledges that the Employer, by the above payment or otherwise,
does not admit any liability to him in any manner or for any reason whatsoever,
and any liability is in fact denied.



OBLIGATIONS
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Mr Yazdi hereby confirms that he has returned all items created by him pursuant
to his employment or furnished by the Employer, including all equipment, credit
cards, books, records, reports, files, manuals, literature, diskettes,
confidential information or other materials and that he has not kept copies of
any of the above.

Mr. Yazdi hereby acknowledges that he is bound by obligations of
confidentiality, non-competition and non-solicitation of employees and
customers.

Mr. Yazdi declares having had the opportunity to read the present document and
to obtain any additional required information or advice and that the amount
payable hereunder constitutes a reasonable and sufficient indemnity for the
termination of his employment.

The parties have agreed that this Agreement be written in English. Les parties
ont convenu que la presente entente soit redigee en anglais.


IN WITNESS WHEREOF the parties have executed this Agreement.


/s/ SAMI YAZDI                          /s/ GERMAIN LAMONDE
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SAMI YAZDI                              EXFO PROTOCOL INC.

DATE: APRIL 1, 2003                     DATE: MARCH 19, 2003
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