EXHIBIT 4.33
                                                                    ------------

May 28, 2003

Mr. John Holloran
EXFO Gnubi Products Group Inc.



RE: TERMINATION OF EMPLOYMENT
-----------------------------

Dear John:

This is to confirm our discussion on May 28, 2003 where we agreed to the terms
of your departure from the EXFO organization. It is understood that adequate
integration of our Protocol activity shall be completed prior to your departure.

         o        Your last day of employment will be Friday, December 26, 2003.

         o        Either party may decide on an earlier termination date by
                  giving thirty days prior written notice but in no case may
                  termination occur prior to October 31, 2003.

         o        Your salary will continue to include the premium for the
                  interim General Manager role. However, such premium shall be
                  considered as a staying bonus starting with the date of this
                  letter.

         o        You will continue to receive your salary (including the
                  staying bonus) for a period of four weeks after your
                  termination date, unless you decide to leave earlier than
                  December 26, 2003.

I greatly appreciate your contribution to EXFO and your professionalism and I am
confident that our continued collaboration will be rewarding for both of us
until your departure. Rest assured that should additional opportunities present
themselves, I would not hesitate to request that you continue your contributions
to EXFO. Should you require any references, you can be assured of my utmost
support.

If you are in agreement that this represents the terms of our discussion, kindly
sign below where indicated and return to my attention.

Best regards,

/s/ GERMAIN LAMONDE

Germain Lamonde
President and
Chief Executive Officer

Agreed to on this _______ day of June, 2003.


____________________________________
JOHN HOLLORAN