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EXHIBIT 24.1
POWER OF ATTORNEY
I, the undersigned director of EXFO Electro-Optical Engineering Inc.,
constitute and appoint Germain Lamonde and Pierre Plamondon and each or any of
them, my true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to the Amendment No.1 to the Registration Statement on Form F-1
(File No. 333-38956) and any subsequent registration statement for the same
offering which may be filed under Rule 462(b) increasing the number of
securities for which registration is sought, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the United
States Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to enable the registrant
to comply with the Securities Act and all requirements of the United States
Securities and Exchange Commission, as fully to all intents and purposes as
he might or could do in person, thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
Dated: June 20, 2000
By: /s/ David A. Thompson
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Name: David A. Thompson
Title: Director
